Chino City Council
September 5, 2023

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Manager is authorized to execute t he Agreement on behalf of the City following notification by LAFCO that the City’s request to extend services to the Property has been approved and following Reimbursement by the applicant. If the City’s request to extend services to the Property is not approved by LAFCO or if applicant does not submit a full Reimbursement to the City, the Agreement shall not be executed by the City.

APPROVED AND ADOPTED THIS 5TH DAY OF SEPTEMBER 2023.

EUNICE M. ULLOA, MAYOR

ATTEST:

NATALIE GONZAGA, CITY CLERK

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RESOLUTION NO. 2023-054

01225.0005/701923.2 BWB

State of California )
County of San Bernardino ) ss.

City of Chino )

I, NATALIE GONZAGA , City Clerk of the City of Chino, do hereby certify that the forgoing Resolution was duly adopted by the City Council at a regular meeting held on the 5 th day of September 2023, by the following votes:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

NATALIE GONZAGA, CITY CLERK

Attachments: Exhibit A – LAFCO Application
Exhibit B – Covenant Agreement to Annex
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RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

City of Chino
City Clerk
P.O. Box 667
Chino, CA 91708

Exempt from recording fees according to
Government Code Section No. 27383
SPACE ABOVE THIS LINE FOR RECORDER’S USE

COVENANT AGREEMENT TO ANNEX

AND FOR SANITARY SEWER CONNECTION

This Covenant Agreement (“Agreement”) is made this ____ day of ____ __________, 2023, by and between the City of Chino, a municipal corporation , hereinafter referred to as “City”, and Helen Shi, hereinafter referred to as “Owner.”

RECITALS

A. Owner owns that certain real property located at 11589 Yorba Avenue , Chino, in the County of San Bernardino, State of California, and more particularly described in Exhibit “A” attached hereto (“Property”).

B. The Property is outside of City’s territorial boundaries but within City’s Sphere of Influence.

C. Owner has requested permission to conne ct the Property, and existing and/or proposed improvements on the Property, to the City’s sanitary sewer system (“Sewer”).

D. City is willing to allow Owner to connect the Property to the Sewer on the condition that Owner (i) enter into an irrevocable agreement to annex the Property to the City at such time as the City determines a sufficient number of parcels are assembled for annexation and the number of parcels or area qualifies for annexation in accordance with the Local Agency Formation Commission (LAFCO) policy pertaining to such annexations, and (ii) that Owner agrees to develop the Property in accordance with the City’s General Plan and in conformance with all City codes and standards pertaining to the Sewer.

E. As required by Government Code Section 56133 , the City has requested and received approval from the Local Agency Formation Commission (LAFCO) of San Bernardino County (“LAFCO”) to provide Sewer services to the Property.

AGREEMENT

NOW, THEREFORE, the Parties agree as follows:

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1. Incorporation of Recitals . The foregoing r ecitals are incorporated herein by reference.

2. Effective Date; Duration. This Agreement shall be effective (“Effective Date”) on the date it is recorded in the Official Records of San Bernardino County (“Official Records”) and shall continue in full force and effect until terminated in accordance with Section 7 below.

Owner shall execute and ack nowledge this Agreement and deliver it to City for execution after which City shall have it recorded in the Official Records and send a recorded copy to Owner.

3. Owner’s Representations and Warranties . Owner represents and warrants to the City that, as of t he Effective Date, Owner is the fee owner of the Property , that there are no other owners of the Property other than those listed in t his Agreement, and that Owner has authority to execute this Agreement which shall be binding on the Property.

4. Covenants, Restrictions and Obligations. Owner covenants and agrees as follows:
(a) Annexation.
(i) At such time as the City decides to seek annexation of the Property to the City (“Annexation”), in the City’s sole discretion, Owner shall consent to the Annexation, shall fully coop erate with, and provide all necessary assis tance to the City during the Annexation process, and shall take a ll actions required to effectuate the Annexation. Owner waives all rights to protest or otherwise oppose the Annexation of the Property to the City of Chino. S pecifically, Owner shall not present any written o r or al protest of or obj ection to Annexation to LAFCO and shall not ob ject (either orally or in writing) to any proposal by LAFCO to waive protest proceedings concerning the Annexation, whether at a public hearing or otherwise.
(ii) Additionally, Owner shall pay all fees and costs, at the t ime tha t they become due an d payable, as would ordina rily be charged to an Owner whose p roperty is being considered for annexation or is annexed to the City, if any. (b) Development of Property . Upon a nd after connecting the Property to the Sewer, Owner shal l use an d develop the Property only in a manner consistent with the permitted use(s) for the Property as show in the Land Use Element of the City’s General Plan (“General Plan”), in addition to any other land use and d evelopment standards imposed by the County of San Bernardino. Prior to connecting to and receiving Sewer se rvice, Owner shall provi de the City with suff icient i nformation a nd documentation, inclu ding plan s, drawings, and s pecifications, if necessary, to demonstrat e to the City ’s reasonable satisfaction that the existing or proposed use of the Property is consistent with the General Plan. Notwithstanding any other provision of this Agreement, a current or proposed use that is not consistent with the General Plan will not be permitted to connect to the Sewer. (c) Sewer Connection. Owner shall (i) pay all fees, charges, and deposits required by the City for connection to and use o f the Sew er including but not limited to fees for Sewer Maintenance and IEUA Sewage Treatment ; (ii) shall complete all improvements required to extend the Sewer to the Property, in accordance with City standards (as determined by the City Engineer), at Own er’s sole expense; and (iii) shall comply with all City 177

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codes and standards regarding use of the Sewer, in cluding but not limited to, discharge regulations.

5. Extension of Se wer Servic es. City agrees to allow the Property to connect to the Sewer, subject to Owner’s compliance with t he terms of th is Agreement and subject to any conditions imposed by LAFCO in its approval of City ’s request to extend Sewer services to the Property, if any, which are incorporated herein.

6. Runs with the Land . This Agreement shall run with and burden the Prope rty and all future owners, tenants, and occupants of the Property, and shall run in favor of the City in gross as a covenant and equitable servitude and shall benefit all real property o wned by the City from time to time.

7. Release of Covenant. Provided Ow ner is not in default of t his Agreement, Owner may request that this Agreement be released by sending written notic e to City requesting the release after the Property has been an nexed to the City of Chino . Upon confirma tion o f compliance with the foregoing to the reasonable satisfa ction of the City, City shall execute a release in a form approved by the City Attorney , which shall be executed and acknowledged by the City and recorded in th e Official Records. The release may be executed by the City Manager.

8. Violations; Remedies.
(a) Breach of Annexation Covenant.
(i) Owner’s breach of Sectio n 4 (a)(i) of th is Agreement wi ll ca use substantial injury to the City, including but not limited t o delaying and potentially prev enting City’s ability to annex the Property and other properties to the City, which is the City’s primary aim and intent in entering into this Agreement. Since the determination of actual dama ges caused by a breach of Section 4(a) (i) would be difficult or imp ractical to determine, City and Owner agree that if Owner breaches Section 4(a)(i) either by making a protest or objection as described in Section 4( a)(i) or refusing to take any actions requ ired to effectuate the Annexation, Owner shall be l iable for and shal l pay to the City the sum of Ten Tho usand Dollars ($10,000), and shall also reimburse the City for all costs (including l egal fees) incurred by the City as a result of Owner’s breach, all of which shall be due upon demand by the City , and shall be due whether o r not Own er’s breach pre vents Annexation. City may also seek any other remedy for such breach available under law. (ii) If Owner refuses or fails to timely make any payment described in Section 4(a)(ii), Owner authorizes City to ma ke such payment on Owner’s behalf and Owner shall reimburse City for such payment within (30) days of a written demand by the City. (b) Breach of Sewer Regulations. If the City believes Owner has violated Section 4(c) of this Ag reement, City may provide written no tice of breach and demand that O wner remedy the breach within thirty (30) days of receipt of the notice . If Owner fails to remedy the breach in the specified time period and provide proof thereof to the reasonable satisfaction of the City, Owner shall be liab le for and shall pay to the City One Hund red Dollars ($100.00) per day until the breach is cured to the City’s reasonable satisfaction. 178

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(c) Rights and Remedies are Cumulativ e. The rights and remedies of the City listed in this Section 8 are cumulative and the exercise by City of one or more of such rights or remedies shall not preclude the exercis e by it, at the same or different times, of any other rights or remedies for the same default or any other default by Owner. (d) Lien. If any amount due to the City under this Section 8 is not paid within thirty (30) days of a written demand by the City, City shall have the right to record a lien against the Property for such amount.

9. Amendment or Modification . This Agree ment may not be amended or modified except (i) in writing executed by the t hen current owner(s) of the Property and the City, and (ii) recorded in the Official Records.

10. Notices. Any notice to be given under this Agre ement shall be given by personal delivery or by depositing the same in the United S tates Mail, certified or registered, postage prepaid, at the following addresses:

City: City of Chino
13220 Central Avenue
Chino, CA 91710
Attn: Director of Development Services

With Copy to: City of Chino
13220 Central Avenue
Chino, CA 91710
Attn: City Attorney

Owner: Helen Shi
11589 Yorba Avenue
Chino, CA 91710
Any notice delivered personally shall be effective upon delivery. Any notice giv en by mail as above pr ovided shall be effect ive forty -eight (48) hours after deposi t in the mail. Any party may change address for notice by giving written notice of such change to the other party.

11. Miscellaneous.
(a) Severability. If any term of this Agre ement is held by a cou rt of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will re main in full force and effect as if such invalid or unenforceable term had never been included.
(b) Governing Law. This Agreemen t shall be construed a nd enforced in accordance with the laws of the State o f California and any legal action shall be brought in a court of competent jurisdiction in San Bernardino County. (c) Attorney's Fees. In the event of any li tigation or other legal proceeding arising from this Agreement, the prevailing part y will be entit led to re cover, in ad dition to an y other relief awa rded or grant ed, its re asonable costs and e xpenses, including attorney's fees, incurred in the proceeding.
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(d) Final Agreement . This Agreement contains the entire understanding and agreement with respect t o the sub ject matter of this Agre ement and all prio r or contemporaneous do cuments, communications, understandings, representations, and statements shall be of no force or effect.
(e) Construction. This Agreement shall be construed according to its fair meaning as if prepared by all parties to this Agreement. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. (f) No Waiver . The failure t o enforce any term, covenant, or condit ion of this Agreement shall not be construed as a waiver of the ri ght to enforce this, or any other, term, covenant, or condition of this Agreement.
(g) Counterparts. This Agreement may be executed in any number of counterparts each of which shall be an or iginal but all of which shall constitute one and the same document.

[Signatures on Following Page]

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IN WITN ESS WHEREOF, the parties here to have caused this agreement to be executed by their respective officials thereunto duly authorized.

CITY:

CITY OF CHINO, a municipal corporation
Linda Reich, City Manager
ATTEST:

Natalie Gonzaga, City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

ALESHIRE & WYNDER, LLP
Fred Galante, City Attorney Warren Morelion, AICP
Interim Director of Development Services
Department
OWNER:

HELEN SHI
By:

Name:

Title:

Address: 11589 Yorba Avenue
Chino, CA 91710
[OWNER’S SIGNATURE SHALL BE NOTARIZED]
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EXHIBIT A

PROPERTY DESCRIPTION

That certain real property in the County of San Bernardino, State of California, legally described as follows:

THE SOUTH 165 FEET OF LOT 18, IN THE SECTION 34, TOWNSHIP 1 SOUTH, RANGE 8

WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO MAP SHOWN IN PART OF

SUBDIVISION OF RANCHO S ANTA ANA DEL CHINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 6 PAGE 15 OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY .

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MEMORANDUM

CITY OF CHINO

DEVELOPMENT SERVICES DEPARTMENT

CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023

TO: LINDA REICH, CITY MANAGER
FROM: WARREN MORELION, AICP, INTERIM DEVELOPMENT SERVICES DIRECTOR

SUBJECT
..titl e
Approve a Memorandum of Understanding between the City of Chino and Chino Preserve Development Corporation for the construction of the Pine Avenue / Euclid Avenue Intersection Improvements.
..end

RECOMMENDATION
Approve the Memorandum of Understanding between the City of Chino and Chino Preserve Development Corporation for the construction of the Pine Avenue / Euclid Avenue Intersection Improvements; and authorize the City Manager to execute all the necessary documents on behalf of the City.
..body

FISCAL IMPACT
There is no direct fiscal impact. Costs associated with the Pine Avenue / Euclid Avenue Intersection Improvements are completely offset by development impact fees collected from developers in The Preserve.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above furthers the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Responsible Long-Range Planning
 Public Service Excellence through Internal and External Partnerships

Revenue:

Expenditure:

Transfer In: Transfer Out:
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CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023
SUBJECT: APPROVE A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF

CHINO AND CHINO PRESERVE DEVELOPMENT CORPORATION FOR THE

CONSTRUCTION OF THE PINE AVENUE / EUCLID AVENUE INTERSECTION IMPROVEMENTS.

PAGE: 2

BACKGROUND
Pine Avenue, between Euclid and Hellman Avenues, is a major roadway arterial within The Preserve Specific Plan area that will be a total of six -lanes with a raised landscaped median when fully constructed. The phased construction of Pine Avenue , includes but is not limited to , additional right -of-way ( “ROW”), relocation of existing utilities, changes in roadway grades, modification of intersections, new pavement and striping, provisions for new sewer, domestic water, recycled water, drainage, and water quality facilities.

Traditionally, new developments within The Preserve, which are adjacent to Pine Avenue, are required by the City to dedicate the necessary ROW and to design and construct portions of the roadway segments on Pine Avenue. As a result, the City of Chino issued Conditions of Approval (“COA”) to Chino Development Corporation and Chino Preserve Development Corporation for the Pine Avenue Street Improvements, Phase 1 (Stages 1-3) and Stage 4 as described below:

The Harvest Project - Pine Avenue Improvements Phase 1 (Stages 1-3) In 2014, the Planning Commission approved Tract Map No. 18480 (the Harvest project), a 600-unit residential development generally located at the northwest corner of Pine and Hellman Avenues. Chino Preserve Development Corporation , a Lewis Management Corporation company (“Lewis”) was required as part of the COA to design and construct Stages 1 -3 of the Pine Avenue Improvements (“Phase 1 Improvements”). Phase 1 Improvements on Pine Avenue extend from Euclid Avenue to Rincon Meadows Avenue. The improvements include the widening of Pine Avenue to four lanes to increase capacity; an extra turn lane at the intersection of Euclid/Pine Avenues t o increase left turn capacity into The Preserve; and raising of the roadway grade to eliminate the dip between Meadowhouse and Rincon Meadows Avenues. The Phase I Improvements also include drainage and the relocation of utilities.

The developer completed Stages 1 and 2 of the Phase 1 Improvements as required under the Harvest project. However, Stage 3, which includes two eastbound and westbound lanes and raised roadway correcting the dip between Meadowhouse to Rincon Meadows, will b e completed by Lewis within one year from the City obtaining all jurisdictional permits needed to start the project.

The design phase for Stage 3 is complete. However, the City is still working through the permitting process with the Orange County Flood Co ntrol District and the US Army Corps of Engineers (USACE). Under the USACE Section 408 program, the City is required to obtain approval from USACE when the City modifies, alters, or occupies an existing USACE - constructed flood protection project in The Preserve. The permitting process under the Section 408 program is estimated to take between 12-24 months.

The Town Center at The Preserve Project - Pine Avenue Stage 4 Lewis’s application for the Town Center at The Preserve ("Town Center") project was approve d by the Planning Commission on April 5, 2021. The development project encompasses approximately 38.87 acres for commercial, vertical mixed use and high -density residential development. The Town Center is conditioned to design and construct Pine Avenue Improvements that include, but are not limited to, sidewalk, pavement rehabilitation, streetlights, utility undergrounding and relocations, temporary and phased infrastructure, temporary storm drainage, and street widening to provide two westbound through lan es, a 14 foot wide landscape median, three eastbound lanes and south side parkway improvements from the 184
CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023
SUBJECT: APPROVE A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF

CHINO AND CHINO PRESERVE DEVELOPMENT CORPORATION FOR THE

CONSTRUCTION OF THE PINE AVENUE / EUCLID AVENUE INTERSECTION IMPROVEMENTS.

PAGE: 3

westerly boundary of the Town Center at The Preserve to Harvest Way/Homecoming Drive (“Stage 4 Improvements”).

Additionally, Falloncrest at The Preserve (an adjacent development to the Town Center project) was also conditioned to design and construct certain Pine Avenue Improvements. The property owners recorded irrevocable dedications to the City for the required ROW to complete the improvements on Pine Avenue. At the City's request, Lewis included the Falloncrest ROW improvements as part of the Stage 4 Pine Avenue Improvements for the Town Center project.

Currently, the Stage 4 Improvements are nearly complete with Lewis still need ing to complete two (2) traffic signals located at Pine Avenue / Main Street and Pine Avenue at the retail drive entrance.

The Van Vliet & Block 4 Projects - Pine Avenue (Euclid to Mayhew Avenues) On August 5, 2019, the Planning Commission approved Tract Map No. 20161 (the Van Vliet project), an “A” level subdivision for conveyance purposes and master plan for the development of up to 494 residential units. This project is generally located south of Bickmore Avenue, north of Pine Avenue, west of Rincon Meadows, and east of future Mayhew Avenue.

The Planning Commission also approved Tract Map No. 20164 (the Block 4 project) , an “A” level master plan and subdivision for conveyance purposes for the future construction of 388 residential units. This project is generally located south of Pine Avenue, west of Hellman Avenue, and north and east of Chino Corona Road for what is known as the South of Pine area.

The COA for both of these projects , as well as other Lewis projects located south of Pine Avenue, require Lewis to "construct" the phased improvements on Pine Avenue (Euclid to Mayhew Avenues), acquire right-of-way, and agree to pre -pay Storm Drain and Circulation DIF to fund the ultimate Pine Avenue improvements, including design and permitting activities currently underway by the C ity. This is necessary to continue to allow for residential and commercial development in The Preserve while the Pine Avenue improvements are properly phased, and the lengthy permitting processes through Orange County Flood Control, State of California Department of Transportation (Caltrans), and the USACE can be completed.

ISSUES/ANALYSIS
The ultimate improvements at the Pine Avenue / Euclid Avenue intersection and along Pine Avenue (Euclid to Mayhew Avenues) are critical for improving the overall traffic flow and circulation in the local area, particularly in The Preserve. For this reason, and to ensure the timely delivery of the improvements, the City elected to take the lea d in their construction as a Capital Improvement Project (“CIP”) rather than being a developer-driven project. City staff has been coordinating with consultants over the past several years in preparing improvement plans for Pine Avenue (Euclid to Mayhew Avenues) and the Pine Avenue / Euclid Avenue intersection.

As a result of the City electing to take the lead instead of Lewis, both parties agree that a Memorandum of Understanding ( “MOU”) is necessary to establish clear terms and conditions since various Lewis projects are still required to construct the Pine Avenue / Euclid Avenue intersection improvements per the COA . The main terms and conditions of the proposed MOU are as follows:
 The City Manager has discretion/authority to approve future deviations in the COA for Lewis properties as it relates to the construction of Pine Avenue. 185
CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023
SUBJECT: APPROVE A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF

CHINO AND CHINO PRESERVE DEVELOPMENT CORPORATION FOR THE

CONSTRUCTION OF THE PINE AVENUE / EUCLID AVENUE INTERSECTION IMPROVEMENTS.

PAGE: 4

 Lewis also agrees to continue supporting City staff in its efforts to obtain approvals from Orange County Flood Control District and USACE. Lewis will continue to work with City staff and provide support services as mutually agreed upon.  Lewis was required to pre -pay Circulation Development Impact Fees (“DIF”). The MOU confirms that the City will construct the improvements through the funds currently collected and set aside within the Circulation DIF Fund and sha ll not seek any additional DIF Pre-Payments related to Lewis's remaining projects in The Preserve.

Therefore, it is staff’s recommendation to the City Council to approve the MOU for the Pine / Euclid Intersection Improvements with Chino Preserve Developmen t Corporation and authorize the City Manager to execute all the necessary documents on behalf of the City.

Attachments: Exhibit A – Memorandum of Understanding

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Contract No.:

Approved:

MEMORANDUM OF UNDERSTANDING

PINE / EUCLID INTERSECTION IMPROVEMENTS

This Memorandum of Understanding ( “MOU”) is entered into this 5th day of September, 2023 (“Effective Date”) and created to memorialize the current understanding between Chino Preserve Development Corp (“Lewis”) and the City of Chino (“City”) related to the proposed intersection improvements at Pine and Euclid Avenues. Collectively, Lewis and City are hereby referred to as “Parties”.

RECITALS

A. Within the Preserve in Chino, Lewis prev iously processed entitlements for Tract 20161 (PL18 -0011) and Tract 20164 (PL18 -0013) which included Planning Commission approvals for the overall Tentative Maps as well as several subsequent Developer Modification Approvals (collectively, “Development Approvals”).

B. Consistent with the Conditions of Approval included as part of the Development Approvals, Lewis and the City agreed upon a DIF Prepayment concept to fund the design and construction of the Pine/Euclid Intersection (“Improvements”), as further described in Exhibit “A” attached hereto.

C. Lewis prepaid to City the full amount of its obligation to pay Circulation Development Impact Fees (“DIF Prepayment”). The City intends to design and construct the Improvements through the funds currently collected and set aside within The Preserve Circulation Development Impact Fee Fund , which were intended to be set -aside into a specific subset of The Preserve Development Impact Fee Program whereby the City would use these funds to design and construct the Improvements.

C. Over the past several years, the City has engaged consultants and prepared improvement plans for the Improvements. Further, the City has been engaging with the State of California for the ultimate acquisition of the Euclid Right of Way.

D. The Improvements entail a complex project which requires close coordination with outside jurisdictions, including the State of California, US Government, Army Corps of Engineers (“USACE”), California Dept of Fish & Wildlife, Regional Water Quality Control Board, Southern California Edison, etc. (collectively, “Regulatory Agencies”) Due to this complexity, the City wishes to confirm by this MOU that it will ultimately construct these improvements through the funds currently set-aside within The Preserve Development Impact Fee Program, including the DIF Prepayment and shall not seek any additional DIF prepayments from Lewis related to Lewis’ remaining projects in The Preserve.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the City and Lewis hereby agree as follows
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AGREEMENT

1. Construction of Improvements. City hereby agrees to design and construct the Improvements required of Lewis per the Development Approvals. City shall construct the Improvements in accordance with the Development Approvals; provided that, consistent with the Development Approvals, the City’s Director of Development Services is granted discretion and authority to approve minor deviations in the Conditions of Approval of said Development Approvals, including all plans and construction drawings, and the City Manager is granted discretion and authority to approve future deviations in said Conditions of Approval for Lewis properties. Such grant of authority shall extend to all matters related to the construction of Pine Avenue.

2. Funding for Improvements. Lewis hereby agrees to have City perform the design and construction of the Improvements and that the DIF Prepayment shall be used by City for such purpose. Unless Lewis seeks substantial changes to the Development Approvals, City shall not seek additional development impact fee p re-payments from Lewis related to the Development Approvals to design and construct the Improvements but may use any other available funding for such purpose.

3. Schedule of Improvements. City shall diligently proceed with the design and construction of the Pine/Euclid Intersection Approvals and shall be solely responsible for coordinating with the State of California for necessary right-of-way and all Regulatory Agencies for appropriate permits and other approvals required to authorize th e Improvements. City anticipates that securing such right-of-way and permits and approvals will take approximately 12 – 24 months following the Effective Date of this MOU but may be further delayed by such Regulatory Agencies. Once all necessary right -of-way and Regulatory Agencies’ permits and approvals are obtained, City estimates that construction shall be completed within 18 months thereafter.

4. Lewis Cooperation and Assistance. Lewis shall provide support to City staff and its consultants in their efforts to obtain approvals from Orange County Flood Control District and USACE. Lewis acknowledges that City is working through the USACE Section 408 program permitting process under Pine Avenue Stage 3. Lewis shall continue to work with City staff as needed by City to secure such approvals.

5. Miscellaneous Terms.

a. The Term of this MOU shall begin on the Effective Date as first written above and continue until the completion of the Improvements.

b. Any modifications to this MOU shall be effective on ly when agreed to in writing by the duly authorized representatives of all Parties.

c. This MOU constitutes the entire agreement of the Parties regarding the subject matter described herein and supersedes all prior communications, agreements, and promises, either oral or written.
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CITY:

CITY OF CHINO, a municipal corporation

Linda Reich, City Manager

ATTEST:

Natalie Gonzaga, City Clerk

APPROVED AS TO FORM: APPROVED AS TO CONTENT:

ALESHIRE & WYNDER, LLP

Fred Galante, City Attorney Warren Morelion, AICP
Interim Director of Development Services

DEVELOPER:

Chino Preserve Development Corp.,
a California Corporation

______________________
Bryan Goodman
Executive Vice President
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Exhibit “A”

Description of Improvements

Construct a traffic signal and make intersection improvements at the intersection of Hellman and Pine Avenues to maintain smooth traffic conditions. Costs are based upon the share of the total signal construction cost attributable to The Preserve based upon table 6-6 of the TIA Report. The various street segment cross -sections are identified in Section V of "The Preserve Final Draft Specific Plan", Figures 10A through 101. Project administration consisting of engineering, project management, staking, surveying soils, materials testing, and inspection has been added at 15% of constructions costs, and 10% contingency cost has been added to the combined project administration and construction costs. The total estimated project cost of the Improvements is $3,492,542.

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MEMORANDUM

CITY OF CHINO

POLICE DEPARTMENT

CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023

TO: LINDA REICH, CITY MANAGER
FROM: KEVIN MENSEN, CHIEF OF POLICE

SUBJECT
..titl e
Approval of a renewal Live Entertainment Permit for Casa Diaz at 7041 Schaefer Avenue for a period of 12 months, subject to quarterly review of satisfactory compliance with terms, conditions, and restrictions of permit.

..end

RECOMMENDATION
Approval of a renewal Live Entertainment Permit for the Casa Diaz at 7041 Schaefer Avenue, for a period of 12 months, subject to quarterly review of satisfactory compliance with terms, conditions, and restrictions of the permit.

..body

FISCAL IMPACT
No Fiscal Impact.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above further the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Positive City Image
 Superior Customer Service

Revenue: Click or tap here to enter text.

Expenditure:

Transfer In: Click or tap here to enter text. Transfer Out: Click or tap here to enter text. 191
CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023
SUBJECT: APPROVAL OF A RENEWAL LIVE ENTERTAINMENT PERMIT FOR CASA DIAZ AT 7041 SCHAEFER AVENUE FOR A PERIOD OF 12 MONTHS, SUBJECT TO QUARTERLY

REVIEW OF SATISFACTORY COMPLIANCE WITH TERMS, CONDITIONS, AND RESTRICTIONS OF PERMIT.

PAGE: 2

BACKGROUND
Casa Diaz located at 7041 Schaefer Ave Ste A -D., submitted an application for a new Live Entertainment Permit. The request is for a live band or DJ to play music on Tuesday -Thursday 6:00 PM to 10:00 PM, Saturday from 1:00 PM to 12:00AM and Sunday 12:00 PM to 9:00 PM.

They are proposing to have a DJ and a 5/6-person live band.

ISSUES/ANALYSIS
Pursuant to the Chino Municipal Code, Title 5 Business Licenses and Regulations, Chapter

5.20, Live Entertainment, 5.20.005 – 5.20.080, the Chino Police Department processed this application, which included an administrative investiga tion of the applicant’s business. The investigation also included reviewing the application for completeness, verifying the identity of the owner and manager and a review of calls for service at the location. The investigation did not result in any immed iate disqualifying information being located with regards to the business owner.

Provided the attached conditions are agreed upon and adhered to, it is recommended that the Live Entertainment Permit be issued and granted for a period of 12 months to Casa Diaz.

Attachment – Terms, Conditions and Restrictions – Live Entertainment

192

8/15/2023
Chino Police Department

Terms, Conditions and Restrictions – Live Entertainment

Applicant: Casa Diaz
Address: 7041 Schaefer Avenue Ste A-D, Chino, CA 91710
Scope of Live Entertainment: Live music on Tuesday through Thursday between the hours of 6:00 p.m. – 10:00 p.m, Saturday from 1:00 p.m. to 12:00 a.m. and Sunday 12:00 p.m to 9:00 p.m.

1. No sound from the live entertainment to be audible beyond the premises under control of the permittee. Doors must be kept closed during time when music is being pla yed if entertainment takes p lace inside the restaurant (does not apply to entertai nment taking place on exterior patio) . Should complaints arise from any area directly affected by the entertainment, the permittee shall use sound judgment to address the pr oblem to the City’s satisfaction or cease the live entertainment.

2. The permit tee must comply with State a nd Count y regulations and up to-date San Bernardino County Department of Public Health guidelines.

3. The permittee is responsible for clean up of all rubbish, refuse, trash and materials left behind by its patrons of the establishment at the close of business.

4. The permittee is responsible to ensure no loitering of patrons (either intended, present or past) occurs outside the permittee’s premises.

5. The permittee must provide adequate lighting on the exterior of the premises, wi thin the guidelines of applicable code s and standards, which illuminates the area used by patrons of the establishment and which affords law enforcement officers easy viewing of the premises to the front and rear. The lights must remain on 30 minutes past closing.

6. This Live Entertainment permit will be reviewed quarterly from the time of issuance, monitoring all said conditions are being met.

7. The permittee must report a ny and all criminal activity to the Chino Police Department immediately.

8. The permit tee shall have a copy of their Live En tertainment permit along with the corresponding conditions posted in plain view in an area accessible by City officials.

9. The permittee must maintain a current and active ABC license at all times.

10. The permittee shal l follow and strictly enforce any and all regulations and conditions pertaining to their current Alcoholic Beverage Control license.

11. This p ermit shall allow Live Entertainmen t no more than Tuesday through Thursday between the hours of 6:00 p.m. – 10:00 p.m., Saturday from 1:00 p.m. to 12:00 a.m. and Sunday 12:00 p.m. to 9:00 p.m.

193

8/15/2023

12. The permit shall be valid for a period of 12 months upon City Council approval, subject to quarterly review of satisfactory compliance with terms, conditions, and restrictions of the permit.

13. The permittee agrees to notify the Chino Police Department and seek approval of any “Special Events” or promotions 30 days prior to the event.

14. The permittee agrees not to exceed posted occupancy load.

15. Any modification to the Live Entertainmen t frequency shall require review and approval by City staff.

16. The permittee will specifically not allow musi c, narrative performances or any other fo rm of entertainment tha t incites or glorifies violence or vulgar disrespect towards ethnic group, gender, sexual orientation or religious affiliation. Furthermore, the permittee will not allow any form of entertain ment tha t promotes or glorifies street ga ngs, gang violence, gang membership or violence towards law enforcement.

17. This facility is prohibited fro m having “Adult-oriented Performers” or allowing any guests to be “Nude” or in a “state of nudity” or “Semi -nude” or in a “state of semi -nudity.” This includes the display of undergarments and the display of breasts or genitals through wet clothing.

18. The facility will be subject to inspection by designated City officials at any time food service is being provided; regardless if the event/activity is open to the public.

19. All said conditions are applicable to dining and entertain ment open to both the public as well as private parties.

20. Any and all violations of the terms, conditions and restrictions may result in the Chief of Police revoking this permit.

Acknowledgement of Terms, Conditions and Restrictions

I have read and agree to the Terms, Condition s, and Restrictions put forth by the Chino Police Department concerning a Live Entertainment Permit. I understand that the Terms, Conditions, and Re strictions will be effe ctive for the duration of the Live Entertainment Permit issued by City of Chino Business Licensing.

Signature Date

Printed Name

194

MEMORANDUM

CITY OF CHINO

POLICE DEPARTMENT

CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023

TO: LINDA REICH, CITY MANAGER
FROM: KEVIN MENSEN, CHIEF OF POLICE

SUBJECT
..titl e
Approval of a renewal Live Entertainment Permit for The Patio Grill & Cantina at 13511 Central Avenue for a period of 12 months, subject to quarterly review of satisfactory compliance with terms, conditions, and restrictions of permit.

..end

RECOMMENDATION
Approve the renewal for a Live Entertainment Permit for the Patio Grill & Cantina at 13511 Central Ave, for a period of 12 months, subject to quarterly review of satisfactory compliance with terms, conditions, and restrictions of the permit. ..body

FISCAL IMPACT
There is no financial impact.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above further the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Positive City Image
 Superior Customer Service

Revenue:

Expenditure:

Transfer In: Transfer Out:
195
CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023
SUBJECT: APPROVAL OF A RENEWAL LIVE ENTERTAINMENT PERMIT FOR THE PATIO GRILL & CANTINA AT 13511 CENTRAL AVENUE FOR A PERIOD OF 12 MONTHS,

SUBJECT TO QUARTERLY REVIEW OF SATISFACTORY COMPLIANCE WITH TERMS, CONDITIONS, AND RESTRICTIONS OF PERMIT.

PAGE: 2

BACKGROUND
Jose Luis Guerrero and Blanchy Arriaza, the owners of The Patio Grill and Cantina located at 13511 Central Ave., submitted an application for a new Live Entertainment Permit. The request is for live music 3-piece band on Tuesdays between the hours of 4:00 p.m. and 9:00 p.m.; Fridays and Saturdays between the hours of 4:00 p.m. and 10:00 p.m. and Sundays between the hours of 4:00 p.m. and 7:00 p.m.

ISSUES/ANALYSIS
Pursuant to the Chino Municipal Code, Title 5 Business Licenses and Regulations, Chapter

5.20, Live Entertainment, 5.20.005 – 5.20.080, the Chino Police Department process ed this application, which included an administrative i nvestigation of the applicant’s business. The investigation also included reviewing the application for completeness, verifying the identity of the owner and manager and a review of calls for service at the location. The investigation did not result in any immediate disqualifying information being located with regards to the business owner.

Provided the attached conditions are agreed upon and adhered to, it is recommended that the Live Entertainment Permit be issued and granted for a period of 12 months t o The Patio Grill and Cantina.

Attachment: The Patio Grill & Cantina - Terms, Conditions, and Restrictions- Live Entertainment

196
Chino Police Department

Terms, Conditions, and Restrictions- Live Entertainment

Applicant: The Patio Grill & Cantina
Address: 13511 Central Avenue, Chino, CA 91710
Scope of Live Entertainment: Live music on Tuesdays between the hours of 4:00 p.m. and 9:00 p.m.; Fridays and Saturdays between the hours of 4:00 p.m. and 10:00 p.m. and Sundays between the hours of 4:00 p.m. and 7:00 p.m.

1. No sound from the live entertainment to be audible beyond the premises under control of the permittee. D oors must be k ept closed during time when music is being played if entertainment takes place inside the restaurant (does not apply to entertainment taking place on exterior patio) . Should complaints arise from any area directly affected by the entertainment, the permittee shall use sound judgment to address the problem to the City’s satisfaction or cease the live entertainment.

2. The permittee must comply with State and County regulations and up -to-date San Bernardino County Department of Public Health guidelines.

3. The permittee is responsible for clean -up of all rubbish, refuse, trash and materials left behind by its patrons of the establishment at the close of business.

4. The permittee is responsible to ensure no loitering of patrons (either intended, present or past) occurs outside the permittee’s premises.

5. The permittee must provide adequate lighting on the exterior of the premises, within the guidelines of applicable codes and standards, which illuminates the area used by patrons of the establishment and whic h affords law enforcement officers easy viewing of the premises to the front and rear. The lights must remain on 30 minutes past closing.

6. This Live Entertainment permit will be reviewed quarterly from the time of issuance, monitoring all said conditions are being met.

7. The permittee must report any and all criminal activity to the Chino Police Department immediately.

8. The permittee shall have a copy of their Live Entertainment permit along with th e corresponding conditions posted in plain view in an area accessible by City officials.

9. The permittee must maintain a current and active ABC license at all times.

10. The permittee shall follow and strictly enforce any and all regulations and conditions pertaining to their current Alcoholic Beverage Control license.

197

11. This permit shall allow Live Entertainment no more than every Tuesday between the hours of 4:00 p.m. and 9:00 p.m.; Fridays and Saturdays between the hours of 4:00 p.m. and 10:00 p.m. and Sundays between the hours of 4:00 p.m. and 7:00 p.m.

12. The permittee agrees to notify the Chino Police Department and seek approval of any “Special Events” or promotions at least 30 days prior to the event.

13. The permittee agrees to limit the entertainment to a maximum of 3 persons playing family style music concurrent with full dinner service.

14. Dancing is not permitted by patrons or employees. Additionally, furniture in designated eating areas may not be reconfigured in a manner which invited patrons to dance or congregate near performers.

15. The permittee agrees not to exceed posted occupancy load.

16. No closures or traffic control in the public right of way.

17. No event signage in the public right of way.

18. Obey all traffic laws.

19. Do not block access or drive aisles into or out of any businesses.

20. No amplified music permitted.

21. Any modification to the Live Entertainment frequency shall require review and approval by City staff.

22. The permittee will specifically not allow music, narrative performances or any other form of entertainment that incites or glorifies violence or vulgar disrespect towards ethnic group, gender, sexual orientation or religious affiliation. Furthermore, the permittee will not allow any form of entertainment that promotes or glorifies street gang s, gang violence, gang membership or violence towards law enforcement.

23. This facility is prohibited from having “Adult -oriented Performers” or allowing any guests to be “Nude” or in a “state of nudity” or “Semi -nude” or in a “state of semi -nudity.” This includes the display of undergarments and the display of breasts or genitals through wet clothing.

24. The facility will be subject to inspection by designated City officials at any time food service is being provided; regardless if the event/activity is open to the public.

198

25. The permit shall be valid for a period of 12 months upon City Council approval, subject to quarterly review of satisfactory compliance with terms, conditions, and restrictions of permit.

26. All said conditions are applicable to dining and entertainment open to both the public as well as private parties.

27. Any and all violations of the terms, conditions, and restrictions may result in the Chief of Police revoking this permit.

Acknowledgment of Terms, Conditions and Restrictions

I have read and agree to the Terms, Conditions, and Restrictions put forth by the Chino Police Department concerning a Live Entertainment Permit. I understand that the Terms, Conditions, and Restrictions will be effective for the duration of the Live Entertainment Permit issued by the City of Chino Business Licensing.

______________________________ ____________________________ Signature Date

______________________________
Printed Name

199

MEMORANDUM

CITY OF CHINO

COMMUNITY SERVICES DEPARTMENT

CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023

TO: LINDA REICH, CITY MANAGER
FROM: SILVIA AVALOS, DIRECTOR OF COMMUNITY SERVICES, PARKS &

RECREATION

SUBJECT
..titl e
Approve Master Contracts with the Chino Valley Unified School District for the provision of Community Services programs for Fiscal Year 2023-24.
..end

RECOMMENDATION
1) Approve the Master Contracts with the Chino Valley Unified School District for the amounts of $375,000 for HOPE (Exhibit 1); $43,350.29 for Tobacco Use Prevention Education (TUPE) (Exhibit 2); $35,000 for ARP I (Exhibit 3); $85,000 for McKinney -Vento Case Management and Counseling (Exhibit 4); $100,093 for School-Based Counseling (Exhibit 5); $175,000 for ARP II (Exhibit 6); and Rate Sheet per Student tuition reimbursement for Sunrise Kids before school program and High Five after school program (Exhibi t 7), for the provision of Community Services programs for FY 2023-24, 2) increase the revenue and expense budgets of the APR II project by $15,000, and 3) authorize the City Manager to execute all necessary documents on behalf of the City.

..body

FISCAL IMPACT
Increase the revenue and expense budgets of the ARPII project #G8591 by $15,000. There is no increase to the year-end transfer from the General Fund.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above further the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Positive City Image
 Superior Customer Service
 Public Service Excellence through Internal and External Partnerships

Revenue: 33081204-59500-G8591 ($15,000)

Expenditure: 33081204-40010-G8591 ($15,000)
Transfer In: Click or tap here to enter text. Transfer Out: Click or tap here to enter text. 200
CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023
SUBJECT: APPROVE MASTER CONTRACTS WITH THE CHINO VALLEY UNIFIED SCHOOL

DISTRICT FOR THE PROVISION OF COMMUNITY SERVICES PROGRAMS FOR FISCAL YEAR 2023-24.

PAGE: 2

BACKGROUND
For several years, the City of Chino has partnered with the Chino Valley Unified School District (District). Through this partnership, the City and District work together to provide a variety of programs and services benefiting youth in the community. The se programs include counseling, case management, resource centers, intervention and prevention programming, after school programs, and programs for parents of preschool children.

ISSUES/ANALYSIS
In order to facilitate efficient coordination and implementation of services, the District enters into a contract with the City to provide the services outlined in the Master Contracts (Exhibits 1 -7).

Once services are rendered, the City bills the District and the District reimburses the City for those services. Each of the grants have been included and approved in the Fiscal Year 2023 - 2024 budget, except for the tuition reimbursement of High Five and Sunrise Kids participants.

The District has received additional funding through the Extended Learning Opportun ity Program (ELOP) to offer free after school programs at all High Five sites, Cattle and Newman Elementary Schools, and Cal Aero Preserve Academy. The additional funding also includes the Sunrise Kids before school program at the Preserve Community Cente r. The City will bill the District quarterly based on the rate sheet provided in the contract’s scope of services.

The Master Contracts were approved at the Chino Valley Unified School District Board of Education meetings on May 4, June 15, and July 20, 2023. The ARP II grant was approved for more than what was included in the budget and will require an additional appropriation of $15,000 to both expense and revenue.

Attachments: Master Contracts - Exhibits 1-7

201
EXHIBIT1 cus-2324-093
.5oeSchvools.Pob CITYCONTRACT
APPROVED:

NO.:
i w/g

UNIFIEDSCHOOLDISTRICT
5130RiversideDrive,Chino.CA91710
(909)628-1201
‘
i
NameofDepartment/Site
SubmittingContract: HealthServices/HOPEProgram
NameofContactPerson: KATHYCASINO,DIRECTOR,PURCHASING

AGREEMENTFORCONSULTANTSERVICES/MASTERCONTRACT
ThisAgreementismadebetweentheCHINOVALLEYUNIFIEDSCHOOLDISTRICT, ("DISTRICT")andCityofChino(“CONSULTANT")
(RECITALS)
WHEREAS,CONSULTANTisespeciallyskilled,trained,experienced,andcompetentto rendertheservicesandadvicedescribedinSectionIhereof;and WHEREAS,DISTRICTrequirestheservicesdescribedinSection1hereofandDISTRICT isunabletoobtainthemfromexistingpersonnel;and
NOW,THEREFORE,DISTRICTANDCONSULTANTmutuallyagreeasfollows:

1.ServicestobeProvidedbyCONSULTANT:
a.CONSULTANTwillrendertheservicestoDISTRICTthataredescribedas:
casemanagementsupportservicesfordistrictstudents&familiesviafamilyresource center.
b.CONSULTANTwillcommenceworkunderthisAgreementonorabout7/1/2023andwill diligentlyprosecutetheworkthereafter.CONSULTANTwillcompletetheworknotlater than6/30/2024.Upona showingofgoodandsufncientcausebyCONSULTANT, DISTRICTmay,initssolediscretion,grantsuchextensionoftimeasitmaydeem advisable.However,DISTRICTshallnotpayCONSULTANTanyadditionalcompensation ifsuchanextensionisgranted,unlessCONSULTANTperformsadditionalservices,the compensationforwhichshallbedeterminedbytheDISTRICTandCONSULTANTin writing.
c.CONSULTANTwillperformsaidservicesinhisorherownwayandasanindependent contractorinthepursuitofhisorherindependentcallingandnotasanemployeeof DISTRICT.HeorsheshallbeunderthecontroloftheDISTRICTastotheresulttobe accomplishedandnotastothemeansormannerbywhichsuchresultistobe accomplished.
202
CllS>2324‘093
CONSULTANT’SRepresentations:

CONSULTANTrepresentsthatheorshehastheskills,experience,andknowledgenecessary toperformtheservicesagreedtobeperformedunderthisAgreement;andCONSULTANT understandstheDISTRICThasreliedupontherepresentationsofCONSULTANTthatheor shehastheskills,experience,andknowledgetoperformtheservicesrequiredbythis Agreementinacompetentmanner.CONSULTANTunderstandsthescopeoftheservices requiredtobeperformedunderthisAgreement.CONSULTANTwarrantsthatheorshewill faithfullyanddiligentlyperformtheserviceshereunder.

CONSULTANTshallemploy,asa minimum,generallyacceptedstandardsofpractices employedbypersonsengagedinprovidingsimilarservicesinexistenceatthetimeofthe performanceoftheobligationshereunder.
.CompensationtoCONSULTANT:
a.Consultantwillprovideservicesfortheamountof:$375,000.00 b.NoadditionalcompensationwillbegrantedunlessagreedtoinwritingbyDISTRICT. c.FundingSource:LCAP
d.DISTRICTwillnotwithholdFederalorStateincometaxdeductionsfrompaymentsmade toCONSULTANTunderthisAgreementbutwillprovideCONSULTANTwithastatement. ofearningsattheconclusionofeachcalendaryear.
e.Forservicesrendered,theCONSULTANTmustsubmittotheDISTRICTa detailed requestforpaymentwithanitemizedinvoice,describingservicesprovide,withthe signatureofsiteprincipalormanager,notingworkorservicewascompleted. .DurationofAgreement:

ThetermofthisAgreementshallcommenceon7/1/2023andterminateon6/30/2024.

Subjecttotermsandconditionsstatedin#10.
.DISTRICTtoProvideInformation:

DISTRICTwillprepareandfurnishtoCONSULTANTuponhisorherrequestsuch informationasisreasonablynecessarytotheperformanceofCONSULTANT’Sworkunder thisAgreement.
.OwnershipofMaterials:

Anyandalldocuments,ormaterialspreparedorcausedtobepreparedbyCONSULTANT pursuanttothisAgreementshallbethejointpropertyoftheDISTRICTandCONSULTANT uponpaymentbytheDISTRICT.Allsaiddocumentsandmaterialsshallbedeliveredtoand becomethejointpropertyoftheDISTRICTandCONSULTANT.
203
CllS-2324-093

7.GeneralProvisions:
a.CONSULTANTshallcomplywithallFederal,Stateandlocallawsandordinances applicabletosuchwork.CONSULTANTshallprovideWorkers'compensationinsuranceor self-insureforhisorherservices.Evidenceofinsurance(GeneralLiability,Professional Liability,AutoandWorkers’Comp)shallbeprovidedtoDISTRICTuponexecutionofthis Agreement.
b.IfCONSULTANTisanindividual,forservicesrendered,heorshemustsubmittothe DISTRICTacompletedIRSW9formthatmustincludeCONSULTANT’Ssignature,social securitynumberortaxidentmcationnumber;andstatewhetherornotCONSULTANTis aretiredmemberoftheStateTeachersRetirementSystemoftheStateofCalifornia. c.ThisAgreementmaybeamendedbythemutualwrittenconsentoftheparties.

8.Assignment:

ThisAgreementmaynotbeassignedwithoutthewrittenconsentoftheDISTRICT.

9.Indemnification:

IncontemplationoftheprovisionsofSection895.2oftheGovernmentCodeoftheStateof Californiaimposingcertaintortliabilityjointlyuponpublicentitiessolelybyreasonofsuch entitiesbeingpartiestoanagreementasdehnedbySection895ofsaidCode,eachofthe Partieshereto,pursuanttotheauthorizationcontainedinSection895.4and895.6ofsaid Code,willassumethefullliabilityimposeduponit,oranyofitsofficers,agents,or employees,bylawforinjurycausedbyanegligentorwrongfulactofomissionoccurringin theperformanceofthisAgreementtothesameextentthatsuchliabilitywouldbeimposed intheabsenceofSection895.2ofsaidCode.Toachievetheabove-statedpurpose,each PartyindemniflesandholdharmlesstheotherPartyofanyloss,cost,orexpensethatmay beimposeduponsuchotherPartysolelybyvirtueofsaidSection895.2.Thepartiesagree toindemnify,defend,andholdharmlesseachotheragainstanyandallliability,expense andclaimsarisingfromtheirrespectivenegligentorwrongfulactsandomissions.The provisionsoftheSectionshallsurvivetheterminationofthisAgreement.

10.Termination:
a.IfDISTRICTdetermines,initssolediscretion,thatCONSULTANT’Sserviceshavebeen orbecomeunsatisfactory,DISTRICTmayterminatethisAgreementandthe CONSULTANT’Sserviceshereunder.Further,DISTRICTmaysuspendtheperformance oftheworkunderthisAgreementforafixedorindefiniteperiod. b.Asanalternativetoaunilateralterminationundersubsection(a)thereof,theDISTRICT mayissuetoCONSULTANTa writtennoticeofanydedciencyordelayinthe performancesortheserviceshereunder.Inthatevent,CONSULTANTshallcureany suchdeficiencywithintheperiodspecifiedinsaidnotice.IfCONSULTANTfailstocure thedeficiencywithinthespecifiedperiod,DISTRICTmayterminatethisAgreement. c.IftheCONSULTANTterminatesthisAgreementforunsatisfactoryperformance,the DISTRICTshallonlypayCONSULTANTforthoseservicessatisfactorilyrenderedthrough 3 204
CllS—2324-093
theterminationdateasdeterminedbytheDISTRICT,initssolediscretion.Ifthe DISTRICI'suspendstheperformanceofCONSULTANTservicesunderthisAgreement, theDISI'RICTshallonlypayCONSULTANTforthoseservicessatisfactorilyrendered throughthesuspensiondatebytheCONSULTANTasdeterminedbytheDISTRICT,inits solediscretion.
d.EitherpartymayterminatethisAgreementbyprovidingthirty(30)dayswrittennotice totheotherparty.

11.Counterparts:

Thisagreementmaybeexecutedincounterparts,eachofwhichshallbedeemedtobean original,andsuchcounterpartsshallconstituteoneandthesameinstrument.

12.Severability:

IntheeventthatpartofthisAgreementshallbedeclaredinvalidorunenforceablebya validjudgmentordecreeofa courtofcompetentjurisdiction,suchinvalidityor unenforceabilityshallnotaffectanyoftheremainingportionofthisAgreementwhichare herebydeclaredasseverableandshallbeinterpretedtocarryouttheintentoftheparties hereunderunlesstheinvalidprovisionissomaterialthatitsinvaliditydeprivedeitherparty ofthebasicbenentoftheirbargainorrendersthisAgreementmeaningless.

13.Notice:

Anynotice,demand,request,document,consent,approval,orcommunicationeitherparty desiresorisrequiredtogivetotheotherpartyoranyotherpersonshallbeinwritingand eitherservedpersonallyorsentbyprepaid,first-classmail,inthecaseoftheDISTRICT,to thePurchasingDirector,ChinoValleyUnifiedSchoolDistrict,5130RiversideDrive,Chino, CA91710andinthecaseoftheCONSULTANTtotheperson(s)attheaddressdesignated ontheexecutionpageofthisAgreement.Eitherpartymaychangeitsaddressbynotifying theotherpartyofthechangeofaddressinwriting.Noticeshallbedeemedcommunicated bythetimepersonallydeliveredorinseventy-two(72)hoursfromthetimeofmailingif mailedasprovidedinthisSection.
[SIGNATURESONTHEFOLLOWINGPAGE]
205
CllS—2324-093
InWITNESSWHEREOFthepartieshaveexecutedthisAgreementinChino,Californiaonthe dayandyearasfoiiows:'
ChinoValleyUnihedSchoolDistrict CityofChino
13220CentralAve
Chino,CA91710
Ph:909-334-3487
Email:dmonarez@cityofchinolorg/ l
KathCasino
PurcasingDirector
Date:jug/7/£025
AuthorizedSignature
SilviaAvalos,DirectorofCommunity
Services,Parks& Recreation
Attest: PrintName/Title
By: Date
NatalieGonzaga,CityClerk
Date:

AuthorizedSignature
ApprovedastoForm:

ALESHIRE&WYNDER,LLP Dr.LindaReich,CityManager
PrintName/Title
By:

FredGalante,CityAttorney
NOTICE
Purchaseordersarerequiredforallpurchases/servicesCVUSDdesirestopay allim'oicespromptly:however.servicescannotberendered.andinvoices cannotbepaiduntilvendorsignsandreturnsthiscontract.Failuretosignand returnthiscontractbeforeprovidingservicesmayresultinnon—paymentfor saidservices.

CVL‘SDam]schoolsiteASE/USE’spaymenttermsareNET30.

Date: Date
BoardApproved:6/15/2023
206
AgreementforContractor/ConsultantServices
ScopeofWorkforCityofChino
wiiibesubmittedforapprovai.

TheCityofChinowill:

Page1of3
District—CityStandardizedScopeofWork 2023/24
ProgramName/DepartmentHOPEProgram/HealthServices
Timeline July1,2023-June30,2024
ContractingService(s)CaseManagement,Counseling
&SupportServices
TotalProjectAmount $375,000
Providefourtoeightpart-timefluentbilingual(Spanish/Mandarin)CaseManagers tosupportstudentsandfamiliesremotelyorthroughtheFamilyResourceCenters locatedondistrict/schoolsites.ACommunityServicesSupervisor,Coordinator,one totwoCaseManagerII,andClinicalSpecialistwillprovideoversighttoCitystaff.

2. Providebilingual(Spanish)counselingforFRC-referredstudentsandtheirfamilies.

TheCitywillalsoprovidefullclinicalsupervisionforInternsandCounselorII providingcounselingservices.

3. Providebilingual(Spanish)specialistand/orleaderstosupporttheCARECloset, acceptingandkeepingtrackofdonations,organizing,andrestockingtheCloset withemergencyhygieneandschoolsupplies.

3.PlanandconductoutreachatvariousCity,Community,andDistrictlocationsinthe ChinoValley.

4.ProvidemonthlyandquarterlyprogramdatatoCVUSD.Supervisor&Coordinator willmeetwithDistrictprogramstaffonaquarterlybasis.

5.Providequarterlyyouthandfamilycounselingdataandyear-endreportsto(NUSD.

6.EnsureCaseManagers/Counselorsattendprofessionaldevelopmenttraining throughouttheyear.

7. Ensurestaffisknowledgeableanduptodateregardingavailablecommunity-based resources,includingbutnotlimitedtofoodbanks,emergencysupplies,clothing banks,rentalassistance,domesticviolencesupport,childcareresources,andother relatedsupportservices.Staffwillprovidereferralstomentaland/orphysicalhealthresourcesasneededorrequested.

ProjectedNumbers:

1.HOPECenterswillserveapproximately1,500students/families throughouttheDistrict’sboundaries.

2.Bilingualcounselingservices(FRCreferred)willserveapproximately60—80 students/families.

3.LCAREClosetwillserveapproximately1,000students/families. 207
District—CityStandardized
Page2of3
ScopeofWork 2023/24
Additionalnotes:

UnspentCaseManagement/CounselingfundscanbeusedtowardServices&Supplies.

UnspentServices&SuppliesfundscanbemovedtoCaseManagement/Counselingline item.

Budget:

Salary/Personnel
Title DescriptionofServicestobe rate hrs # #ofTotal
Provided notto per of staff
exceedwk wks
1 Case Willassessneedsofstudents
ManagerII andfamiliesatvariousschool
(bilingual)sites;willtrackstudent $36.5825-3044—1—2$40,000 progress;willassistlocatingand 50
obtainingresources,provide
follow—up,monitor,document,
andevaluateprogress.Will
providetrackinginformationto
Supervisor,Coordinator,and
Districtstaff.Wlllfacilitate
training.
2 Case
ManagerI
(bilingual)
Willassessneedsofstudents
andfamiliesatvariousschool
sites;willtrackstudent
progress;willassistlocatingand
obtainingresources,provide
follow-up,monitor,document,
andevaluateprogress.
$5832.
79 9-3844-
50 4—8$134,800
dALnt
willvary
raete
toofactual
pay
3 Specialist/
Leader
(bilingual)
WillsupporttheCARECloset,
processdonations,andkeep
inventoryofitems
$30.2620—3550 1—2$38,000
4 CoordinatorWillsupervise,assist,and
(FFE) .supporttheCMs,andcomplete$40.2440 50 1 $71,200
staffperformanceevaluations.
5 Coordinator
Benefits
Includesstandardbenehtsand
healthandwelfarecosts — 4O 50 1 $44,505
6 Supervisor
Providegeneralprogram
supervision $52.004-6 50 1 $10,000
7 CounselorIIWillprovidebilingual(Spanish)
(bilingual)counselingforFRC—referred$36.5810—2035—1-10$15,000 studentsandfamilies. 4S
Supervisioncostincluded.
208
SALARIES-$358,645
Page3of3
Distn'ct—CityStandardizedScopeofWork 2023/24
8 Counselor
III
Willprovidesupervisionfor
Counselor115 $78.841—345 1 $5,145
Services&Supplies
1 OperatingEquipmentCityorderedsupplies,citystaffpolo $1,655 shirtswithlogo,snacks/lightmealsfor
student/parentworkshops
2 Mileage Site/schoolvisitsorsessions,training,
homevisits,etc.
$2,500
3 Printing&BindingCity-issuedbusinesscards,name
badges
$200
4 Trainingcosts Children’sNetworkConferenceand $6,000
otherrelevantprofessionaldevelopment
opportunities
5 Telecommunication
costsforstaff
Cellphonesforstaffuse $6,000
BudgetSalaries l$353,645
BudgetServices/Supplies $16,355
ProjectTotal $375,000
209
EXHIBIT2 Clls-2324—o47
.55 Schools.poS CITYCONTRACTNO.:

APPROVED:

UNIFIEDSCHOOLDISTRICT
5130RiversideDrive,Chino,CA91710
(909)628-1201
JNameofDepartment/Site
1SubmittingContract: HealthServices/TUPEGrant
NameofContactPerson: KATHYCASINO,DIRECTOR,PURCHASING
F

AGREEMENTFORCONSULTANTSERVICES/MASTERCONTRACT
ThisAgreementismadebetweentheCHINOVALLEYUNIFIEDSCHOOLDISTRICT, ("DISTRICT")andCityofChino(“CONSULTANT")
(REcrrALS)
WHEREAS,CONSULTANTisespeciallyskilled,trained,experienced,andcompetentto rendertheservicesandadvicedescribedinSectionIhereof;and WHEREAS,DISTRICTrequirestheservicesdescribedinSection1hereofandDISTRICT isunabletoobtainthemfromexistingpersonnel;and
NOW,THEREFORE,DISTRICTANDCONSULTANTmutuallyagreeasfollows:

1.ServicestobeProvidedbyCONSULTANT:
a.CONSULTANTwillrendertheservicestoDISTRICTthataredescribedas:

Tobaccopreventioneducationandcessation.
b.CONSULTANTwillcommenceworkunderthisAgreementonorabout7/1/2023andwill diligentlyprosecutetheworkthereafter.CONSULTANTwillcompletetheworknotlater than6/30/2024.UponashowingofgoodandsufdcientcausebyCONSULTANT, DISTRICTmay,initssolediscretion,grantsuchextensionoftimeasitmaydeem advisable.However,DISTRICTshallnotpayCONSULTANTanyadditionalcompensation ifsuchanextensionisgranted,unlessCONSULTANTperformsadditionalservices,the compensationforwhichshallbedeterminedbytheDISTRICTandCONSULTANTin writing.
c.CONSULTANTwillperformsaidservicesinhisorherownwayandasanindependent contractorinthepursuitofhisorherindependentcallingandnotasanemployeeof DISTRICT.HeorsheshallbeunderthecontroloftheDISTRICTastotheresulttobe accomplishedandnotastothemeansormannerbywhichsuchresultistobe accomplished.
w
/l
210
CHS-2324-047
CONSULTANT’SRepresentations:

CONSULTANTrepresentsthatheorshehastheskins,experience,andknowledgenecessary toperformtheservicesagreedtobeperformedunderthisAgreement;andCONSULTANT understandstheDISTRICThasreliedupontherepresentationsofCONSULTANTthatheor shehastheskiiis,experience,andknowledgetoperformtheservicesrequiredbythis Agreementinacompetentmanner.CONSULTANTunderstandsthescopeoftheservices requiredtobeperformedunderthisAgreement.CONSULTANTwarrantsthatheorshewill faithfullyanddiligentlyperformtheserviceshereunder.

CONSULTANTshallemploy,asa minimum,generallyacceptedstandardsofpractices employedbypersonsengagedinprovidingsimilarservicesinexistenceatthetimeofthe performanceoftheobligationshereunder.
.CompensationtoCONSULTANT:
a.Consultantwillprovideservicesfortheamountof:$43,350.29 b.NOadditionalcompensationwillbegrantedunlessagreedtoinwritingbyDISTRICT. c.FundingSource:CDETUPEGrant6690
d.DISTRICTwillnotwithholdFederalorStateincometaxdeductionsfrompaymentsmade toCONSULTANTunderthisAgreementbutwillprovideCONSULTANTwithastatement ofearningsattheconclusionofeachcalendaryear.
e.Forservicesrendered,theCONSULTANTmustsubmittotheDISTRICTa detailed requestforpaymentwithanitemizedinvoice,describingservicesprovide,withthe signatureofsiteprincipalormanager,notingworkorservicewascompleted. .DurationofAgreement:

ThetermofthisAgreementshallcommenceon7/1/2023andterminateon6/30/2024.

Subjecttotermsandconditionsstatedin#10.
.DISTRICTtoProvideInformation:

DISTRICTwillprepareandfurnishtoCONSULTANTuponhisorherrequestsuch informationasisreasonablynecessarytotheperformanceofCONSULTANT’Sworkunder thisAgreement.
.OwnershipofMaterials:

Anyandalldocuments,ormaterialspreparedorcausedtobepreparedbyCONSULTANT pursuanttothisAgreementshallbethejointpropertyoftheDISTRICTandCONSULTANT uponpaymentbytheDISTRICT.Allsaiddocumentsandmaterialsshallbedeliveredtoand becomethejointpropertyoftheDISTRICTandCONSULTANT.
211
CIlS-2324—047

7.GeneralProvisions:
a.CONSULTANTshallcomplywithallFederal,Stateandlocallawsandordinances applicabletosuchwork.CONSULTANTshallprovideworkers‘compensationinsuranceor self-insureforhisorherservices.Evidenceofinsurance(GeneralLiability,Professional Liability,AutoandWorkers’Comp)shallbeprovidedtoDISTRICTuponexecutionofthis Agreement.
b.IfCONSULTANTisanindividual,forservicesrendered,heorshemustsubmittothe DISTRICTacompletedIRSW9formthatmustincludeCONSULTANT’Ssignature,social securitynumberortaxidentificationnumber;andstatewhetherornotCONSULTANTis aretiredmemberoftheStateTeachersRetirementSystemoftheStateofCalifornia. c.ThisAgreementmaybeamendedbythemutualwrittenconsentoftheparties.

8.Assignment:

ThisAgreementmaynotbeassignedwithoutthewrittenconsentoftheDISTRICT.

9.Indemnification:

IncontemplationoftheprovisionsofSection895.2oftheGovernmentCodeoftheStateof Californiaimposingcertaintortliabilityjointlyuponpublicentitiessolelybyreasonofsuch entitiesbeingpartiestoanagreementasdefinedbySection895ofsaidCode.,eachofthe Partieshereto,pursuanttotheauthorizationcontainedinSection895.4and895.6ofsaid Code,willassumethefullliabilityimposeduponit,oranyofitsofncers,agents,or employees,bylawforinjurycausedbyanegligentorwrongfulactofomissionoccurringin theperformanceofthisAgreementtothesameextentthatsuchliabilitywouldbeimposed intheabsenceofSection895.2ofsaidCode.Toachievetheabove-statedpurpose,each PartyindemnmesandholdharmlesstheotherPartyofanyloss,cost,orexpensethatmay beimposeduponsuchotherPartysolelybyvirtueofsaidSection895.2.Thepartiesagree toindemnify,defend,andholdharmlesseachotheragainstanyandallliability,expense andclaimsarisingfromtheirrespectivenegligentorwrongfulactsandomissions.The provisionsoftheSectionshallsurvivetheterminationofthisAgreement.

10.Termination:
a.IfDISTRICTdetermines,initssolediscretion,thatCONSULTANT’Sserviceshavebeen orbecomeunsatisfactory,DISTRICTmayterminatethisAgreementandthe CONSULTANT’Sserviceshereunder.Further,DISTRICTmaysuspendtheperformance oftheworkunderthisAgreementforafixedorindefiniteperiod. b.Asanalternativetoaunilateralterminationundersubsection(a)thereof,theDISTRICT mayissuetoCONSULTANTa writtennoticeofanydeficiencyordelayinthe performancesortheserviceshereunder.Inthatevent,CONSULTANTshallcureany suchdenciencywithintheperiodspecihedinsaidnotice.IfCONSULTANTfailstocure thedeficiencywithinthespecinedperiod,DISTRICTmayterminatethisAgreement. c.IftheCONSULTANTterminatesthisAgreementforunsatisfactoryperformance,the DISTRICTshallonlypayCONSULTANTforthoseservicessatisfactorilyrenderedthrough 3 212
CllS—2324-047
theterminationdateasdeterminedbytheDISTRICT,initssolediscretion.Ifthe DISTRICTsuspendstheperformanceofCONSULTANTservicesunderthisAgreement, theDISTRICTshaiionlypayCONSULTANTforthoseservicessatisfactorilyrendered throughthesuspensiondatebytheCONSULTANTasdeterminedbytheDISTRICT,inits solediscretion.
d.EitherpartymayterminatethisAgreementbyprovidingthirty(30)dayswrittennotice totheotherparty.

11.Counterparts:

Thisagreementmaybeexecutedincounterparts,eachofwhichshallbedeemedtobean original,andsuchcounterpartsshallconstituteoneandthesameinstrument.

12.Severability:

IntheeventthatpartofthisAgreementshallbedeclaredinvalidorunenforceablebya validjudgmentordecreeofa courtofcompetentjurisdiction,suchinvalidityor unenforceabilityshallnotaffectanyoftheremainingportionofthisAgreementwhichare herebydeclaredasseverableandshallbeinterpretedtocarryouttheintentoftheparties hereunderunlesstheinvalidprovisionissomaterialthatitsinvaliditydeprivedeitherparty ofthebasicbenefitoftheirbargainorrendersthisAgreementmeaningless.

13.Notice:

Anynotice,demand,request,document,consent,approval,orcommunicationeitherparty desiresorisrequiredtogivetotheotherpartyoranyotherpersonshallbeinwritingand eitherservedpersonallyorsentbyprepaid,first—classmail,inthecaseoftheDISTRICT,t0 thePurchasingDirector,ChinoValleyUnifiedSchoolDistrict,5130RiversideDrive,Chino, CA91710andinthecaseoftheCONSULTANTtotheperson(s)attheaddressdesignated ontheexecutionpageofthisAgreement.Eitherpartymaychangeitsaddressbynotifying theotherpartyofthechangeofaddressinwriting.Noticeshallbedeemedcommunicated bythetimepersonallydeliveredorinseventy-two(72)hoursfromthetimeofmailingif mailedasprovidedinthisSection.
[SIGNATURESONTHEFOLLOWINGPAGE]
213
Cl[5-2324-047
InWITNESSWHEREOFthepartieshaveexecutedthisAgreementinChino,Caiiforniaonthe dayandyearasfoilows:'
ChinoValleyUnifiedSchoolDistrict CityofChino
13220CentralAve.

Chino,CA91710
m
Ph:

Email:
909-334‘3487
[email protected]
l l/
KathyCasino
PurchasingDirector
Date:gal/y/7,a?M3
AuthorizedSignature
SilviaAvalos,DirectorofCommunity
Services,Parks&Recreation
Attest: PrintName/Title
By: Date
NatalieGonzaga,CityClerk
Date:

AuthorizedSignature
ApprovedastoForm:

ALESHIRE&WYNDER,LLP Dr.LindaReich,CityManager
PrintName/Title
By:

FredGalante,CityAttorney
NOTICE
Purchaseordersarerequiredforallptu‘chases/services.CVUSDdesirestopay allinvoicespromptly,however,serx'icescannotberendered.andinvoices cannotbepaiduntilvendorsignsandretumsthiscontract.FailuretoSignand returnthiscontractbeforeprovidingservicesmayresultinnon—paymentfor saidservices
CVUSDandschoalsiteASE/USE’spaymenttermsareNET30.

Date: Date
BoardApproved:6/1/2023
214
AgreementforContractor/ConsultantServices
ScopeofWorkforCityofChino***ThisScopeofworkissubjecttochangeasconditionsandbudgetrequire.

Changeswillbemadeandwillbesubmittedforapproval***
i
ProgramName/
Department
TUPETobaccoUsePreventionEducation/
HealthServices
Timeline July1,2023-June30,2024
Contracting
Service(s)
YouandMe,TogetherVapeFree(YMVF)6thgrade
ProjectAlert(PA)-7mgrade
NotonTobacco(NOT)-CVLA&BuenaVista
SmartTalk:CannabisPreventionandAwareness
Curriculum(ST)—CVLA&BV
TotalProjectAmount$43,350.29
TheCityofChinowill:

1. ProvideYouandMe,TogetherVapeFree(YMVF)curriculumtoallCVUSD6thgrade classrooms.Theclasseswillconsistof6—50minutelessonsusingtheStanford TobaccoPreventionToolkitYMVFonlinecurriculum.

2. ProvideProjectAlertcurriculatoallCVUSD7thgradestudentsintheirScience classrooms.Theseclasseswillconsistof11corelessonscondensedto7sessionsof 50minutes.

3. ProvideNotonTobacco(NOT)smokingcessationcurriculum(1-hourfor10weeks) followedbySmartTalkCannabisPreventionandAwarenesscurriculum(1—hourfor 5weeksforstudentseitherschoolorself-referredatBuenaVista(BV)andChino ValleyLearningAcademy(CVLA).ThiswillbeofferedintheFallandSpring.

4. Collaboratewithschoolsitestaff,TUPEgrantcoordinator,andgrantevaluator throughouttheyear.TUPEgrantcoordinatorwillassistProjectSpecialistsas needed.

Scheduleprogramclassesforallschools(oranydelaystothescheduling)by October.ProvideclassschedulestotheTUPEgrantcoordinator.

5. Toensurefidelityofthecurricula:

AdministerPreandPostSurveystostudentsasinstructedbytheTUPEgrant evaluator.

Keepattendancerecordsforeveryclass.

FillouttheStaffSessionSelf-evaluationformforeachclasssession.

FilloutoneStaffImplementerSurveyforeachprogramtaught(oneforYMVF,one forPA,oneforNOT/ST).

HavetheschoolsiteteacherfillouttheTeacherSurveyattheconclusionofeach classsessionforYMVF,PA,andNOT/ST(administrator).

8. AllProgramSpecialistswillattendthe3-hourtrainingwiththeTUPEgrant coordinatorandevaluatorinAugust.

EachnewPAProgramSpecialist(PS)willcompletetheProjectAlertonlinetraining. 215
NOTPSwillcompletethe6-hourNOTtrainingbytheAmericanLungAssociation priortoteaching.

SmartTalkPSwillcompletethe1-hourtrainingbyStanfordpriortoteaching.

9.Submitallcompletedsurveysandformswithin4weeksoftheendofeachclass series,nolaterthanMay10,2024.

ProjectedNumbers:
1'.

YMVF—YouandMe,TogetherVapeFree-2002students
PA-ProjectAlert-2042students
NOT-NotonTobacco—40students
ST-SmartTalk:CannabisPreventionandAwareness-40students
216
EXHIBIT3 cus-2324-090
CITYCONTRACTNO.:

APPROVED:

UNIFIEDSCHOOLDISTRICT
5130RiversideDrive,Chino,CA91710
(909)628-1201
‘NameofDepartment/Site
TSubmittingContract: HealthServices]MVCareProgram
INameofContactPerson: KATHYCASINO,DIRECTOR,PURCHASING

AGREEMENTFORCONSULTANTSERVICES/MASTERCONTRACT
ThisAgreementismadebetweentheCHINOVALLEYUNIFIEDSCHOOLDISTRICT, ("DISTRICT")andCityofChino(“CONSULTANT”)
(REcrrALS)
WHEREAS,CONSULTANTisespeciallyskilled,trained,experienced,andcompetentto rendertheservicesandadvicedescribedinSectionIhereof;and WHEREAS,DISTRICTrequirestheservicesdescribedinSection1hereofandDISTRICT isunabletoobtainthemfromexistingpersonnel;and
NOW,THEREFORE,DISTRICTANDCONSULTANTmutuallyagreeasfollows:

1.ServicestobeProvidedbyCONSULTANT:
a.CONSULTANTwillrendertheservicestoDISTRICTthataredescribedas:
casemanagementsupportforhomelessstudents.
b.CONSULTANTwillcommenceworkunderthisAgreementonorabout7/1/2023andwill diligentlyprosecutetheworkthereafter.CONSULTANTwillcompletetheworknotlater than6/30/2024.Upona showingofgoodandsufficientcausebyCONSULTANT, DISTRICTmay,initssolediscretion,grantsuchextensionoftimeasitmaydeem advisable.However,DISTRICTshallnotpayCONSULTANTanyadditionalcompensation ifsuchanextensionisgranted,unlessCONSULTANTperformsadditionalservices,the compensationforwhichshallbedeterminedbytheDISTRICTandCONSULTANTin writing.
c.CONSULTANTwillperformsaidservicesinhisorherownwayandasanindependent contractorinthepursuitofhisorherindependentcallingandnotasanemployeeof DISTRICT.HeorsheshallbeunderthecontroloftheDISTRICTastotheresulttobe accomplishedandnotastothemeansormannerbywhichsuchresultistobe accomplished.
217
CHS—2324—090
CONSULTANT'SRepresentations:

CONSULTANTrepresentsthatheorshehastheskills,experience,andknowledgenecessary toperformtheservicesagreedtobeperformedunderthisAgreement;andCONSULTANT understandstheDISTRICThasreliedupontherepresentationsofCONSULTANTthatheor shehastheskills,experience,andknowledgetoperformtheservicesrequiredbythis Agreementinacompetentmanner.CONSULTANTunderstandsthescopeoftheservices requiredtobeperformedunderthisAgreement.CONSULTANTwarrantsthatheorshewiil faithfullyanddiligentlyperformtheserviceshereunder.

CONSULTANTshallemploy,asa minimum,generallyacceptedstandardsofpractices employedbypersonsengagedinprovidingsimilarservicesinexistenceatthetimeofthe performanceoftheobligationshereunder.
.CompensationtoCONSULTANT:
a.Consultantwillprovideservicesfortheamountof:$35,000.00 b.NoadditionalcompensationwillbegrantedunlessagreedtoinwritingbyDISTRICT. c.FundingSource:ARPIFunds
d.DISTRICTwillnotwithholdFederalorStateincometaxdeductionsfrompaymentsmade toCONSULTANTunderthisAgreementbutwillprovideCONSULTANTwithastatement ofearningsattheconclusionofeachcalendaryear.
e.Forservicesrendered,theCONSULTANTmustsubmittotheDISTRICTa detailed requestforpaymentwithanitemizedinvoice,describingservicesprovide,withthe signatureofsiteprincipalormanager,notingworkorservicewascompleted. .DurationofAgreement:

ThetermofthisAgreementshallcommenceon7/1/2023andterminateon6/30/2024.

Subjecttotermsandconditionsstatedin#10.
.DISTRICTtoProvideInformation:

DISTRICTwillprepareandfurnishtoCONSULTANTuponhisorherrequestsuch informationasisreasonablynecessarytotheperformanceofCONSULTANT’Sworkunder thisAgreement.
.OwnershipofMaterials:

Anyandalidocuments,ormaterialspreparedorcausedtobepreparedbyCONSULTANT pursuanttothisAgreementshallbethejointpropertyoftheDISI'RICTandCONSULTANT uponpaymentbytheDISTRICT.Allsaiddocumentsandmaterialsshallbedeliveredtoand becomethejointpropertyoftheDIS‘RICI'andCONSULTANT.
218
CHS-2324-090

7.GeneralProvisions:
a.CONSULTANTshallcomplywithallFederal,Stateandlocallawsandordinances applicabletosuchwork.CONSULTANTshallprovideworkers'compensationinsuranceor self-insureforhisorherservices.Evidenceofinsurance(General‘Liability,Professional Liability,AutoandWorkers’Comp)shallbeprovidedtoDISTRICTuponexecutionofthis Agreement.
b.IfCONSULTANTisanindividual,forservicesrendered,heorshemustsubmittothe DISTRICTacompletedIRSW9formthatmustincludeCONSULTANT’Ssignature,social securitynumberortaxidentihcationnumber;andstatewhetherornotCONSULTANTis aretiredmemberoftheStateTeachersRetirementSystemoftheStateofCalifornia. c.ThisAgreementmaybeamendedbythemutualwrittenconsentoftheparties.

8.Assignment:

ThisAgreementmaynotbeassignedwithoutthewrittenconsentoftheDISTRICT.

9.Indemnification:

IncontemplationoftheprovisionsofSection895.2oftheGovernmentCodeoftheStateof Californiaimposingcertaintortliabilityjointlyuponpublicentitiessolelybyreasonofsuch entitiesbeingpartiestoanagreementasdefinedbySection895ofsaidCode.,eachofthe Partieshereto,pursuanttotheauthorizationcontainedinSection895.4and895.6ofsaid Code,willassumethefullliabilityimposeduponit,oranyofitsofficers,agents,or employees,bylawforinjurycausedbyanegligentorwrongfulactofomissionoccurringin theperformanceofthisAgreementtothesameextentthatsuchliabilitywouldbeimposed intheabsenceofSection895.2ofsaidCode.Toachievetheabove-statedpurpose,each PartyindemnmesandholdharmlesstheotherPartyofanyloss,cost,orexpensethatmay beimposeduponsuchotherPartysolelybyvirtueofsaidSection895.2.Thepartiesagree toindemnify,defend,andholdharmlesseachotheragainstanyandallliability,expense andclaimsarisingfromtheirrespectivenegligentorwrongfulactsandomissions.The provisionsoftheSectionshallsurvivetheterminationofthisAgreement.

10.Termination:
a.IfDISI'RICTdetermines,initssolediscretion,thatCONSULTANT’Sserviceshavebeen orbecomeunsatisfactory,DISTRICTmayterminatethisAgreementandthe CONSULTANT’Sserviceshereunder.Further,DISTRICTmaysuspendtheperformance oftheworkunderthisAgreementforafixedorindehniteperiod.
b.Asanalternativetoaunilateralterminationundersubsection(a)thereof,theDISTRICT mayissuetoCONSULTANTa writtennoticeofanydehciencyordelayinthe performancesortheserviceshereunder.Inthatevent,CONSULTANTshallcureany suchdeficiencywithintheperiodspecihedinsaidnotice.IfCONSULTANTfailstocure thedeficiencywithinthespecifiedperiod,DISTRICTmayterminatethisAgreement. c.IftheCONSULTANTterminatesthisAgreementforunsatisfactoryperformance,the DISTRICTshallonlypayCONSULTANTforthoseservicessatisfactorilyrenderedthrough 3 219
CllS—2324—090
theterminationdateasdeterminedbytheDISTRICT,initssolediscretion.Ifthe DISTRICTsuspendstheperformanceofCONSULTANTservicesunderthisAgreement, theDISTRICTshallonlypayCONSULTANTforthoseservicessatisfactorilyrendered throughthesuspensiondatebytheCONSULTANTasdeterminedbytheDISTRICT,inits solediscretion.
d.EitherpartymayterminatethisAgreementbyprovidingthirty(30)dayswrittennotice totheotherparty.

11.Counterparts:

Thisagreementmaybeexecutedincounterparts,eachofwhichshallbedeemedtobean original,andsuchcounterpartsshallconstituteoneandthesameinstrument.

12.Severability:

IntheeventthatpartofthisAgreementshallbedeclaredinvalid0runenforceablebya validjudgmentordecreeofa courtofcompetentjurisdiction,suchinvalidityor unenforceabilityshallnotaffectanyoftheremainingportionofthisAgreementwhichare herebydeclaredasseverableandshallbeinterpretedtocarryouttheintentoftheparties hereunderunlesstheinvalidprovisionissomaterialthatitsinvaliditydeprivedeitherparty ofthebasicbenefitoftheirbargainorrendersthisAgreementmeaningless.

13.Notice:

Anynotice,demand,request,document,consent,approval,orcommunicationeitherparty desiresorisrequiredtogivetotheotherpartyoranyotherpersonshallbeinwritingand eitherservedpersonallyorsentbyprepaid,first-classmail,inthecaseoftheDISTRICT,to thePurchasingDirector,ChinoValleyUnihedSchoolDistrict,5130RiversideDrive,Chino, CA91710andinthecaseoftheCONSULTANTtotheperson(s)attheaddressdesignated ontheexecutionpageofthisAgreement.Eitherpartymaychangeitsaddressbynotifying theotherpartyofthechangeofaddressinwriting.Noticeshallbedeemedcommunicated bythetimepersonallydeliveredorinseventy-two(72)hoursfromthetimeofmailingif mailedasprovidedinthisSection.
[SIGNATURESONTHEFOLLOWINGPAGE]
220
CilS—2324—090
InWITNESSWHEREOFthepartieshaveexecutedthisAgreementinChino,Californiaonthe dayandyearasfollows!
ChinoValleyUnifiedSchoolDistrict CityofChino
CentralAve.

Chino,CA91710
Ph:909—334-3487
Email:dmonarez@cityofchinolorg
KathyCasino
PurchasingDirector
Date:jW /7,63M;
AuthorizedSignature
SilviaAvalos,DirectorofCommunity
Services,Parks&Recreation
Attest: PrintName/Title
By: Date
NatalieGonzaga,CityClerk
Date:

AuthorizedSignature
ApprovedastoForm:

ALESHIRE&WYNDER,LLP Dr.LindaReich,CityManager
PrintName/Title
By:

FredGalante,CityAttorney
NOTICE
Purchaseordersarerequiredforallpurchases/services,CVUSDdesirestopay n11invoicespromptly.however.servicescannotberendered.andinvoices cannotbepaiduntilvendorsignsandreturnsthiscontract.Failuretosignand retumthiscontractbeforeprovidingservicesmayresultinnon—paymentfor saidservices.

CVUSDandschoolsiteASB/USB’splrvmenttermsareNET30.

Date: Date
BoardApproved:6/15/2023
221
AgreementforContractor/ConsultantServices
ScopeofWork/DutyStatementforCityofChino
l
ProjectedNumbers:

1.CaseManagementservicestobeprovidedforapproximately150McKinney— Ventostudents.

Additionalnotes:

UnspentCaseManagementfundscanbeusedtowardServices&Supplies.

UnspentServices&SuppliesfundscanbemovedtoCaseManagementlineitem.

ThecontractwilloperatefromJuly1,2023-June30,2024(servicestobeprovided duringacademiccalendaryear).Amountnottoexceed$35,000andcontingentupon statefunding.

Page1of2
District-CityStandardizedScopeofWork 2023/24
ProgramName/DepartmentARPI/MVCaseManagement
Timeline Juiy1,2023-June30,2024
ContractingService(s)CaseManagement
TotalProjectAmount $35,000
ScopeofWorkissubjecttochangeasconditionsandbudgetrequire.Changeswillbe madeandsubmittedforapproval.

TheCityofChinowill:

1. Provideonetotwopart-timebilingual(Spanish)CaseManagerstoworkwith students/familiesidentifiedas“homeless”orintransitiontofacilitatecontinuityof educationandpromoteacademicsuccess.

2. AssiststudentsidentifiedthroughtheChinoValleyUnmedSchoolDistrict,Chino CommunityServicesDepartment,ChinoPoliceDepartment,andothercommunity agencres.

3.Follow-uponacademicprogressandattendanceofthestudentsintheiprogram.

4.PlanandconductoutreachatvariousCityandDistrictlocationsintheChinoValley.

5.Providementaland/orphysicalhealthreferralstointernalprograms,community providers,orpublicagenciesifneededorrequested.

6.EnsuretheCaseManagersareknowledgeableregardingmandatedreportingand thereportingofanysuspectedneglectand/orabuse.

7.Provideacademicinterventionandreferallcrisis/counselingneedstoappropriate mentalhealthprovider.

8. EnsurestaffisknowledgeableanduptodateregardingMcKinney-Ventolaw/policy andprocedures;availablecommunity-basedresources,includingbutnotlimitedto:
foodbanks,housing/shelters,SanBernardinoCountyTransitionalAssistance, domesticviolencesupport,childcareresources,andotherrelatedsupportservices. 222
SALARIES-$35,000
Services&Supplies
BudgetSalaries $35,000
BudgetServices/Supplies $0
ProjectTotal $35,000
Page2of2
District-CityStandard/zedScopeofWork 2023/24
Budget:

Salary/Personnel
Title DescriptionofServicestobe rate hrs # #ofTotal
Provided notto per of staff
exceedwk wks
1 Case
Manager
I
Wiiiassessneedsofstudents
andfamiliesidentifiedas“homeless”.Willassistwith
resources,providefollow-up,
monitor,&evaluateprogress.

Providereportinginformationto
CoordinatorandDistrictstaff
monthly/quarterly.
$32.7930-3530—
35 1-2 $35,000
Amtwillvary
due
rate
to
of
act
pauy
al
1 OperatingEquipmentCityorderedsupplies,citystaffpolo
shirtswithlogo
$0
2 MileageforCase
Managers
Site/schoolvisitsorsessions,training,
homevisits,etc.
$0
3 Printing&BindingCityissuedbusinesscards,name
badges
$0
4 TrainingforCase
Managers/staff
Relevantprofessionaldevelopment
opportunities
$0
J
223
CityofChinoFY2023-24
VendorFeeSchedule
EXHIBIT"B"
Title
2022-23NTE
HourlyRate
CommunityServicesSupervisor $50.00
CommunityServicesCoordinator $38.69
Counselorll $35.17
Counselorlil $75.81
CaseManagerI $31.52
CaseManagerll $35.17
CommunityServicesLeader $22.73
CommunityServicesSgeciaiist $29.1O
224
CllS~2324-O78
CITYCONTRACTNo.:

EXHIBIT4
APPROVED:

CHINOVALLEY

UNEFIEDSCHOOLDISTRICT
5130RiversldeDnve,Chmo,CA91710
(909)628-1201
NameofDepartment/Site
SubmittingContract:

NameofContactPerson: KATHYCASINO,DIRECTOR,PURCHASING
HealthServices/McKinney-VentoCAREPrgm

AGREEMENTFORCONSULTANTSERVICES/MASTERCONTRACT
ThisAgreementismadebetweentheCHINOVALLEYUNIFIEDSCHOOLDISTRICT, ("DISTRICT")andCityofChino(“CONSULTANT")
(RECTTALS)
WHEREAS,CONSULTANTisespeciallyskilled,trained,experienced,andcompetentto rendertheservicesandadvicedescribedinSectionIhereof;and WHEREAS,DISTRICTrequirestheservicesdescribedinSection1hereofandDISTRICT isunabletoobtainthemfromexistingpersonnel;and
NOW,THEREFORE,DISTRICTANDCONSULTANTmutuallyagreeasfollows:

1.ServicestobeProvidedbyCONSULTANT:
a.CONSULTANTwillrendertheservicestoDISTRICTthataredescribedas:
casemanagement&counselingsupportservicesforhomeless&unacommpaniedyouth. b.CONSULTANTwillcommenceworkunderthisAgreementonorabout7/1/2023andwill diligentlyprosecutetheworkthereafter.CONSULTANTwillcompletetheworknotlater than6/30/2024.Upona showingofgoodandsufficientcausebyCONSULTANT, DISTRICTmay,initssolediscretion,grantsuchextensionoftimeasitmaydeem advisable.However,DISTRICTshallnotpayCONSULTANTanyadditionalcompensation ifsuchanextensionisgranted,unlessCONSULTANTperformsadditionalservices,the compensationforwhichshallbedeterminedbytheDISTRICTandCONSULTANTin writing.
c.CONSULTANTwillperformsaidservicesinhisorherownwayandasanindependent contractorinthepursuitofhisorherindependentcallingandnotasanemployeeof DISTRICT.HeorsheshallbeunderthecontroloftheDISTRICTastotheresulttobe accomplishedandnotastothemeansormannerbywhichsuchresultistobe accomplished.
225
CllS-2324-O78
CONSULTANT'SRepresentations:

CONSULTANTrepresentsthatheorshehastheskills,experience,andknowledgenecessary toperformtheservicesagreedtobeperformedunderthisAgreement;andCONSULTANT understandstheDISTRICThasreliedupontherepresentationsofCONSULTANTthatheor shehastheskills,experience,andknowledgetoperformtheservicesrequiredbythis Agreementinacompetentmanner.CONSULTANTunderstandsthescopeoftheservices requiredtobeperformedunderthisAgreement.CONSULTANTwarrantsthatheorshewill faithfullyanddiligentlyperformtheserviceshereunder.

CONSULTANTshallemploy,asa minimum,generallyacceptedstandardsofpractices employedbypersonsengagedinprovidingsimilarservicesinexistenceatthetimeofthe performanceoftheobligationshereunder.
.CompensationtoCONSULTANT:
a.Consultantwillprovideservicesfortheamountof:$85,000.00 b.NoadditionalcompensationwillbegrantedunlessagreedtoinwritingbyDISTRICT. c.FundingSource:Title1
d.DISTRICTwillnotwithholdFederalorStateincometaxdeductionsfrompaymentsmade toCONSULTANTunderthisAgreementbutwillprovideCONSULTANTwithastatement ofearningsattheconclusionofeachcalendaryear.
e.Forservicesrendered,theCONSULTANTmustsubmittotheDISTRICTa detailed requestforpaymentwithanitemizedinvoice,describingservicesprovide,withthe signatureofsiteprincipalormanager,notingworkorservicewascompleted. .DurationofAgreement:

ThetermofthisAgreementshallcommenceon7/1/2023andterminateon6/30/2024.

Subjecttotermsandconditionsstatedin#10.
.DISTRICTtoProvideInformation:

DISTRICTwillprepareandfurnishtoCONSULTANTuponhisorherrequestsuch informationasisreasonablynecessarytotheperformanceofCONSULTANT’Sworkunder thisAgreement.
.OwnershipofMaterials:

Anyandalldocuments,ormaterialspreparedorcausedtobepreparedbyCONSULTANT pursuanttothisAgreementshallbethejointpropertyoftheDISTRICTandCONSULTANT uponpaymentbytheDISTRICT.Allsaiddocumentsandmaterialsshallbedeliveredtoand becomethejointpropertyoftheDISTRICTandCONSULTANT.
226
CllS-2324—078

7.GeneralProvisions:
a.CONSULTANTshallcomplywithallFederal,Stateandlocallawsandordinances applicabletosuchwork.CONSULTANTshallprovideworkers'compensationinsuranceor’ self—insureforhisorherservices.Evidenceofinsurance(GeneralLiability,Professional Liability,AutoandWorkers’Comp)shallbeprovidedtoDISTRICTuponexecutionofthis Agreement.
b.IfCONSULTANTisanindividual,forservicesrendered,heorshemustsubmittothe DISTRICTacompletedIRSW9formthatmustincludeCONSULTANT’Ssignature,social securitynumberortaxidentificationnumber;andstatewhetherornotCONSULTANTis aretiredmemberoftheStateTeachersRetirementSystemoftheStateofCalifornia. c.ThisAgreementmaybeamendedbythemutualwrittenconsentoftheparties.

8.Assignment:

ThisAgreementmaynotbeassignedwithoutthewrittenconsentoftheDISTRICT.

9.Indemnification:

IncontemplationoftheprovisionsofSection895.2oftheGovernmentCodeoftheStateof Californiaimposingcertaintortliabilityjointlyuponpublicentitiessolelybyreasonofsuch entitiesbeingpartiestoanagreementasdefinedbySection895ofsaidCode.,eachofthe Partieshereto,pursuanttotheauthorizationcontainedinSection895.4and895.6ofsaid Code,willassumethefullliabilityimposeduponit,oranyofitsofficers,agents,or employees,bylawforinjurycausedbyanegligentorwrongfulactofomissionoccurringin theperformanceofthisAgreementtothesameextentthatsuchliabilitywouldbeimposed intheabsenceofSection895.2ofsaidCode.Toachievetheabove-statedpurpose,each PartyindemnifiesandholdharmlesstheotherPartyofanyloss,cost,orexpensethatmay beimposeduponsuchotherPartysolelybyvirtueofsaidSection895.2.Thepartiesagree toindemnify,defend,andholdharmlesseachotheragainstanyandallliability,expense andclaimsarisingfromtheirrespectivenegligentorwrongfulactsandomissions.The provisionsoftheSectionshallsurvivetheterminationofthisAgreement.

10.Termination:
a.IfDISTRICTdetermines,initssolediscretion,thatCONSULTANT’Sserviceshavebeen orbecomeunsatisfactory,DISTRICTmayterminatethisAgreementandthe CONSULTANT’Sserviceshereunder.Further,DISTRICTmaysuspendtheperformance oftheworkunderthisAgreementforafixedorindefiniteperiod. b.Asanalternativetoaunilateralterminationundersubsection(a)thereof,theDISTRICT mayissuetoCONSULTANTa writtennoticeofanydeficiencyordelayinthe performancesortheserviceshereunder.Inthatevent,CONSULTANTshallcureany suchdehciencywithintheperiodspecifiedinsaidnotice.IfCONSULTANTfailstocure thedeficiencywithinthespecihedperiod,DISTRICTmayterminatethisAgreement. c.IftheCONSULTANTterminatesthisAgreementforunsatisfactoryperformance,the DISTRICTshallonlypayCONSULTANTforthoseservicessatisfactorilyrenderedthrough 3 227
CIIS—2324—O78
theterminationdateasdeterminedbytheDISTRICT,initssolediscretion.Ifthe DISTRICTsuspendstheperformanceofCONSULTANTservicesunderthisAgreement, theDISTRICTshalionlypayCONSULTANTforthoseservicessatisfactorilyrendered throughthesuspensiondatebytheCONSULTANTasdeterminedbytheDISTRICT,inits solediscretion.
d.EitherpartymayterminatethisAgreementbyprovidingthirty(30)dayswrittennotice totheotherparty.

11.Counterparts:

Thisagreementmaybeexecutedincounterparts,eachofwhichshallbedeemedtobean original,andsuchcounterpartsshallconstituteoneandthesameinstrument.

12.Severability:

IntheeventthatpartofthisAgreementshallbedeclaredinvalidorunenforceablebya validjudgmentordecreeofa courtofcompetentjurisdiction,suchinvalidityor unenforceabilityshallnotaffectanyoftheremainingportionofthisAgreementwhichare herebydeclaredasseverableandshallbeinterpretedtocarryouttheintentoftheparties hereunderunlesstheinvalidprovisionissomaterialthatitsinvaliditydeprivedeitherparty ofthebasicbenefitoftheirbargainorrendersthisAgreementmeaningless.

13.Notice:

Anynotice,demand,request,document,consent,approval,orcommunicationeitherparty desiresorisrequiredtogivetotheotherpartyoranyotherpersonshallbeinwritingand eitherservedpersonallyorsentbyprepaid,first-classmail,inthecaseoftheDISTRICT,to thePurchasingDirector,ChinoValleyUnifiedSchoolDistrict,5130RiversideDrive,Chino, CA91710andinthecaseoftheCONSULTANTtotheperson(s)attheaddressdesignated ontheexecutionpageofthisAgreement.Eitherpartymaychangeitsaddressbynotifying theotherpartyofthechangeofaddressinwriting.Noticeshallbedeemedcommunicated bythetimepersonallydeliveredorinseventy-two(72)hoursfromthetimeofmailingif mailedasprovidedinthisSection.
[SIGNATURESONTHEFOLLOWINGPAGE]
228
CIIS-2324—078
InWITNESSWHEREOF,thepartieshaveexecutedthisAgreementinChino,Californiaonthedayandyearasfollows:

ChinoValleyUnihedSchoolDistrict
ahmém
CityofChino
13220CentralAve.

Chino,CA91710
Ph:909-334-3487
Email:[email protected]
KathyCasino
PurchasingDirector
Date:J41?/ /7/omw
Attest:

By:

NatalieGonzaga,CityClerk
Date:

AuthorizedSignature
SilviaAvalos,DirectorofCommunity
Services,Parks&Recreation
PrintName/Title
Date
ApprovedastoForm:

ALESHIRE&WYNDER,LLP
By:

AuthorizedSignature
Dr.LindaReich,CityManager
PrintName/Title
FredGalante,CityAttorney
NOTICE
Purchaseordersarerequiredforallpurchases/services.CVUSDdesirestopay allinvoicespromptly,however,servicescannotberendered,andinvoices cannotbepaiduntilvendorsignsandreturnsthiscontractFailuretosignand returnthiscontractbeforeprovidingservicesmayresultinnon—paymentfor saidservices.

CVUSDandschoolsiteASE/USE'Spigmentterms(ireNET30.

Date: Date
BoardApproved:6/15/2023
229
AgreementforContractor/ConsultantServices
ScopeofWork/DutyStatementforCitofChino
madeandsubmittedforapproval.

CaseManagementservicestobeprovidedforapproximately160McKinney- Ventostudents.

Counselingservicestobeprovidedforapproximately50students.

Additionalnotes:

UnspentCaseManagementfundscanbeusedtowardServices&Supplies.

UnspentServices&SuppliesfundscanbemovedtoCaseManagementlineitem.The contractwilloperatefromJulyl,2022-June30,2023(servicestobeprovidedduring ProjectedNumbers:

1. 2.

Page1of2
District-CityStandardizedScopeofWork 2023/24
y
ProgramName/DepartmentMcKinney-VentoTitleISupportServices Timeline July1,2023-June30,2024
ContractingService(s)MVCaseManagement&Counseling
TotalProjectAmount $85,000
TheCityofChinowill:
l.

Provideonetotwopart-timebiiingual(Spanish)CaseManagersI&IItowork withstudents/familiesidentifiedas“homeless”orintransitiontofacilitate continuityofeducationandpromoteacademicsuccess.

2.Providepart-timebilingualCounselorII&III’sthroughChinoHumanServicesto workwithCVUSDstudentsidentifiedashomelessorintransition.

3.MeetwithDistrictprogramstaffonamonthly/quarterlybasis.

3.Track/follow—uponstudents'academic,attendance,andmentalhealthprogress.

4.Planandconductoutreachatvariouscommunitylocations.

5.Providementaland/orphysicalhealthreferralstointernalprograms,community providers,orpublicagenciesifneededorrequested.

6.Ensurestaffareknowledgeableregardingmandatedreportingandthereporting ofanysuspectedneglectand/orabuse.

7.Provideacademicinterventionandreferallcrisis/counselingneedstoappropriate mentalhealthproviders.

8. EnsurestaffisknowledgeableanduptodateregardingMcKinney-Vento law/policyandprocedures;availablecommunity-basedresources,includingbut notlimitedto:foodbanks,housing/shelters,SanBernardinoCountyTransitional Assistance,domesticviolencesupport,childcareresources,andotherrelated supportservices.
230
academiccalendaryear).Amountnottoexceed$85,000andcontingentuponstate funding.

Budget:Salary/Personnel
SALARIES-$85,000
Services&Supplies
Page2of2
Distn'ct—CityStandardizedScopeofWork 2023/24
Tltle DescriptionofServices rate hrs #of #ofTotal
notto per wksstaff
exceedwk
1 Case
ManagerI
Willassesstheneedsofstudents
andfamiliesidentifiedas“homeless”.Willassistwith
resources,providefollow-up,
monitor/document,&evaluate
progress.Providereporting
informationtoCoordinator&
Districtstaffmonthly/quarterly.
$3247925—3025-
30 1-2$5,000
Amtwill
varydueto
actualrate
ofpay
2 Case Willassesstheneedsofstudents
ManagerII andfamilies;trackstudent
progress,obtainresources,$36.5830-3520- 1 $49,402
followup,monitor,document 4O
andevaluateprogress.
3 CounselorIIWillassesstheneedsofstudents
andfamiliesidentihedas“homeless”.Willassistwith
resources,providefollow-up,$36.5820-3047—1—2$22,373
monitor,anddocumentservices, 50
&evaluateprogress.Provide
reportinginformationto
CoordinatorandDistrictstaff
monthly/quarterly.
4 Counselor
III
Willprovideclinicalsupervision
topart—timeCounselorII
$78.842-3 35 1 $8,255
1 Mileage Site/schoolvisitsorsessions,training,
homevisits,etc.
$O
2 TrainingforstaffNAEHCYandotherrelevantprofessional
developmentopportunities
$0
3 PrintingandBindingCity-issuedbusinesscards/namebadges$0 BudgetSalaries $85,000
BudgetServices/Supplies $0
ProjectTotal $85,000
231
CllS-2324-023
CITYCONTRACTNO.:

APPROVED:

CHINOVALLEY
UNLFrEDSCHOOLDISTRICT
5130BlversldeDnve,Chmo,CA91710
(909)628-1201
NameofDepartment/Site
5SubmittingContract: HealthServices/LEAProgram
NameofContactPerson: KATHYCASINO,DIRECTOR,PURCHASING

AGREEMENTFORCONSULTANTSERVICES/MASTERCONTRACT
ThisAgreementismadebetweentheCHINOVALLEYUNIFIEDSCHOOLDISTRICT, ("DISTRICT")andCityofChino(“CONSULTANT")
(RECITALS)
WHEREAS,CONSULTANTisespeciallyskiiied,trained,experienced,andcompetentto rendertheservicesandadvicedescribedinSectionIhereof;and WHEREAS,DISTRICTrequirestheservicesdescribedinSection1hereofandDISTRICT isunabletoobtainthemfromexistingpersonnel;and
NOW,THEREFORE,DISTRICTANDCONSULTANTmutuallyagreeasfollows:

1.ServicestobeProvidedbyCONSULTANT:
a.CONSULTANTwillrendertheservicestoDISTRICTthataredescribedas:
school—basedcounselingservicesforelementaryandteenagedstudents. b.CONSULTANTwillcommenceworkunderthisAgreementonorabout7/1/2023andwill diligentlyprosecutetheworkthereafter.CONSULTANTwillcompletetheworknotlater than6/30/2024.Upona showingofgoodandsufficientcausebyCONSULTANT, DISTRICTmay,initssolediscretion,grantsuchextensionoftimeasitmaydeem advisable.However,DISTRICTshallnotpayCONSULTANTanyadditionalcompensation ifsuchanextensionisgranted,unlessCONSULTANTperformsadditionalservices,the compensationforwhichshallbedeterminedbytheDISTRICTandCONSULTANTin writing.
c.CONSULTANTwillperformsaidservicesinhisorherownwayandasanindependent contractorinthepursuitofhisorherindependentcallingandnotasanemployeeof DISTRICT.HeorsheshallbeunderthecontroloftheDISTRICTastotheresulttobe accomplishedandnotastothemeansormannerbywhichsuchresultistobe accomplished.
232
Ci[3-2324-023
CONSULTANT’SRepresentations:

CONSULTANTrepresentsthatheorshehastheskills,experience,andknowledgenecessary toperformtheservicesagreedtobeperformedunderthisAgreement;andCONSULTANT understandstheDISTRICThasreliedupontherepresentationsofCONSULTANTthatheor shehastheskills,experience,andknowledgetoperformtheservicesrequiredbythis Agreementinacompetentmanner.CONSULTANTunderstandsthescopeoftheservices requiredtobeperformedunderthisAgreement.CONSULTANTwarrantsthatheorshewill faithfullyanddiligentlyperformtheserviceshereunder.

CONSULTANTshallemploy,asa minimum,generallyacceptedstandardsofpracticesemployedbypersonsengagedinprovidingsimilarservicesinexistenceatthetimeofthe performanceoftheobligationshereunder.
.CompensationtoCONSULTANT:
a.Consultantwillprovideservicesfortheamountof:$100,093.00 b.NoadditionalcompensationwillbegrantedunlessagreedtoinwritingbyDISTRICT. c.FundingSource:LCAP
d.DISTRICTwillnotwithholdFederalorStateincometaxdeductionsfrompaymentsmade toCONSULTANTunderthisAgreementbutwillprovideCONSULTANTwithastatement ofearningsattheconclusionofeachcalendaryear.
e.Forservicesrendered,theCONSULTANTmustsubmittotheDISTRICTa detailed requestforpaymentwithanitemizedinvoice,describingservicesprovide,withthe signatureofsiteprincipalormanager,notingworkorservicewascompleted. .DurationofAgreement:

ThetermofthisAgreementshallcommenceon7/1/2023andterminateon6/30/2024.

Subjecttotermsandconditionsstatedin#10.
.DISTRICTtoProvideInformation:

DISTRICTwillprepareandfurnishtoCONSULTANTuponhisorherrequestsuch informationasisreasonablynecessarytotheperformanceofCONSULTANT’Sworkunder thisAgreement.
.OwnershipofMaterials:

Anyandalldocuments,ormaterialspreparedorcausedtobepreparedbyCONSULTANT pursuanttothisAgreementshallbethejointpropertyoftheDISTRICTandCONSULTANT uponpaymentbytheDISTRICF.Allsaiddocumentsandmaterialsshallbedeliveredtoand becomethejointpropertyoftheDISTRICTandCONSULTANT.
233
CllS—2324-023

7.GeneralProvisions:
a.CONSULTANTshallcomplywithallFederal,Stateandlocallawsandordinances applicabletosuchwork.CONSULTANTshallprovideworkers'compensationinsuranceor self-insureforhisorherservices.Evidenceofinsurance(GeneralLiability,Professional Liability,AutoandWorkers’Comp)shallbeprovidedtoDISTRICTuponexecutionofthis Agreement.
b.IfCONSULTANTisanindividual,forservicesrendered,heorshemustsubmittothe DISTRICTacompletedIRSW9formthatmustincludeCONSULTANT’Ssignature,social securitynumberortaxidentificationnumber;andstatewhetherornotCONSULTANTis aretiredmemberoftheStateTeachersRetirementSystemoftheStateofCalifornia. c.ThisAgreementmaybeamendedbythemutualwrittenconsentoftheparties.

8.Assignment:

ThisAgreementmaynotbeassignedwithoutthewrittenconsentoftheDISTRICT.

9.Indemnification:

IncontemplationoftheprovisionsofSection895.2oftheGovernmentCodeoftheStateof Californiaimposingcertaintortliabilityjointlyuponpublicentitiessolelybyreasonofsuch entitiesbeingpartiestoanagreementasdefinedbySection895ofsaidCode.,eachofthe Partieshereto,pursuanttotheauthorizationcontainedinSection895.4and895.6ofsaid Code,willassumethefullliabilityimposeduponit,oranyofitsofncers,agents,or employees,bylawforinjurycausedbyanegligentorwrongfulactofomissionoccurringin theperformanceofthisAgreementtothesameextentthatsuchliabilitywouldbeimposed intheabsenceofSection895.2ofsaidCode.Toachievetheabove-statedpurpose,each PartyindemnifiesandholdharmlesstheotherPartyofanyloss,cost,orexpensethatmay beimposeduponsuchotherPartysolelybyvirtueofsaidSection895.2.Thepartiesagree toindemnify,defend,andholdharmlesseachotheragainstanyandallliability,expense andclaimsarisingfromtheirrespectivenegligentorwrongfulactsandomissions.The provisionsoftheSectionshallsurvivetheterminationofthisAgreement.

10.Termination:
a.IfDISI'RICTdetermines,initssolediscretion,thatCONSULTANT’Sserviceshavebeen orbecomeunsatisfactory,DISTRICTmayterminatethisAgreementandthe CONSULTANT’Sserviceshereunder.Further,DISTRICTmaysuspendtheperformanceoftheworkunderthisAgreementforafixedorindefiniteperiod. b.Asanalternativetoaunilateralterminationundersubsection(a)thereof,theDISTRICT mayissuetoCONSULTANTa writtennoticeofanydeficiencyordelayinthe performancesortheserviceshereunder.Inthatevent,CONSULTANTshallcureany suchdedciencywithintheperiodspecidedinsaidnotice.IfCONSULTANTfailstocure thedehciencywithinthespecihedperiod,DISTRICTmayterminatethisAgreement. c.IftheCONSULTANTterminatesthisAgreementforunsatisfactoryperformance,the DISTRICTshallonlypayCONSULTANTforthoseservicessatisfactorilyrenderedthrough 3 234
CHS-2324-023
theterminationdateasdeterminedbytheDISTRICT,initssolediscretion.Ifthe DISTRICTsuspendstheperformanceofCONSULTANTservicesunderthisAgreement, theDISTRICTshaiionlypayCONSULTANTforthoseservicessatisfactorilyrendered throughthesuspensiondatebytheCONSULTANTasdeterminedbytheDISTRICT,inits solediscretion.
d.EitherpartymayterminatethisAgreementbyprovidingthirty(30)dayswrittennotice totheotherparty.

11.Counterparts:

Thisagreementmaybeexecutedincounterparts,eachofwhichshallbedeemedtobean original,andsuchcounterpartsshallconstituteoneandthesameinstrument.

12.Severability:

IntheeventthatpartofthisAgreementshallbedeclaredinvalidorunenforceablebya validjudgmentordecreeofa courtofcompetentjurisdiction,suchinvalidityor unenforceabilityshallnotaffectanyoftheremainingportionofthisAgreementwhichare herebydeclaredasseverableandshallbeinterpretedtocarryouttheintentofthepartieshereunderunlesstheinvalidprovisionissomaterialthatitsinvaliditydeprivedeitherpartyofthebasicbenefitoftheirbargainorrendersthisAgreementmeaningless.

13.Notice:

Anynotice,demand,request,document,consent,approval,orcommunicationeitherparty desiresorisrequiredtogivetotheotherpartyoranyotherpersonshallbeinwritingand eitherservedpersonallyorsentbyprepaid,first-classmail,inthecaseoftheDISTRICT,to thePurchasingDirector,ChinoValleyUnifiedSchoolDistrict,5130RiversideDrive,Chino, CA91710andinthecaseoftheCONSULTANTtotheperson(s)attheaddressdesignated ontheexecutionpageofthisAgreement.Eitherpartymaychangeitsaddressbynotifying theotherpartyofthechangeofaddressinwriting.Noticeshallbedeemedcommunicated bythetimepersonallydeliveredorinseventy-two(72)hoursfromthetimeofmailingif mailedasprovidedinthisSection.
[SIGNATURESONTHEFOLLOWINGPAGE]
235
bllD-é0(4‘U46
InWITNESSWHEREOF,thepartieshaveexecutedthisAgreementinChino,Californiaonthedayandyearasfollows:
returnthiscontractbeforeprovidingsen'icesmayresultinnon—paymentfor saidservices.

CVUSD(1m!schoolSiteASE/USE’spaymenttermsareNET30.

ChinoValleyUnifiedSchoolDistrict CityofChino
13220CentralAvenue
Chino,CA91710
My[W/ 0
Ph:909-334—3487
Email:[email protected]
KathCasino
PurcasingDirector
Date:72L5/3013
AuthorizedSignature
SilviaAvalos,DirectorofCommunity
Attest: PrintName/Title
By: Date
NatalieGonzaga,CityClerk
Date:

AuthorizedSignature
ApprovedastoForm:

ALESHIRE81WYNDER,LLP Dr.LindaReich,CityManagerManager
PrintName/Title
By:

FredGalante,CityAttorney
Date: Date
BoardApproved:5/4/2023
NOTICE
Purchaseordersarerequiredforallpurchases/servicesCVUSDdesirestopay allinvoicespromptly,however,servicescannotberendered)andinvoices 236
AgreementforContractor/ConsultantServices
ScopeofWorkforCityofChino
TheCityofChinowill:

ProjectedNumbers:

1. 2.

LEAYouthSchool-basedcounselingwillserveapproximately375elementary students.

LEATeenSchool—basedcounselingwillserveapproximately375teenstudents.

Additionalnotes:

UnspentCounselingfundscanbeusedtowardServices&Supplies.

UnspentServices&SuppliesfundscanbemovedtoCounselinglineitem.

Page1of2
District-CityStandardizedScopeofWork
ProgramName/DepartmentLEASchool—basedCounseling/
HealthServices
Timeline July1,2023-June30,2024
ContractingService(s)Counseling
TotalProjectAmount $100,093

1. Providesite—basedyouthcounselingservicestoelementary-agedstudentsDistrict- widethroughouttheschoolyear.TheCitywillincludefullclinicalsupervisionfor InternsandCounselorIlsprovidingservices.

2. Providesite-basedteencounselingservicestostudentsDistrict-widethroughout theschoolyear.TheCitywillalsoincludefullclinicalsupervisionforInternsand CounselorIlsprovidingservices.

4.ProvidequarterlydatatoCVUSD.Supervisor&CoordinatorwillmeetwithDistrict programstaffonaquarterlybasis.

5.Providequarterlyyouthandfamilycounselingdataandyear—endreporttoCVUSD.

6.EnsureCounselorsattendprofessionaldevelopmenttrainingsthroughouttheyear. 237
Budget:

Salary/Personnel
SALARIES-$98,693
Services&Supplies
Page2of2
District-CityStandardizedScopeofWork
Title DescriptionofServicestobe
Provided
rate
notto
exceed
hrs
per
wk
#
of
wks
#of
staffTotal
1 CounselorII
Elementary
Willprovideinternsand
CounselorIlsforelementary
schools;willmanagecaseloadat
schoolsites.Supervisionand
trainingcostsincluded.

36.583-1236 4-12$41,676
2 CounselorIII
Elementary
Willprovidesupervisionfor
CounselorHsandinterns.78.842—1036 1—3$9,717
3 CounselorII
Teen
Willprovideinternsand
CounselorIlsforjunior/high
schools;willmanagecaseloadat
schoolsites.Supervisionand
trainingcostsincluded.

36.583—1236 4—10$38,858
4 CounselorIII
Teen
Willprovidesupervisionfor
CounselorIlsandinterns.
l

78.842-1036 1—2$8,442
1 Mileage/Training
forCounselors
Site/schoolvisitsorsessions,training,homevisits,
etc. $1,400
BudgetSalaries $98,693
BudgetServices/Supplies$1,400
ProjectTotal $100,093
238
EXHIBIT6 cns‘2324-091
CITYCONTRACTNO.:

APPROVED:

CHIOVALLEY

UNEFIEDSCHOOLDISTRICT
5130RiversideDrive,Chino,CA91710
(909)628-1201
1NameofDepartment/Site
1SubmittingContract: HealthServices/MVCareProgram
T
‘NameofContactPerson: KATHYCASINO,DIRECTOR,PURCHASING

AGREEMENTFORCONSULTANTSERVICES/MASTERCONTRACT
ThisAgreementismadebetweentheCHINOVALLEYUNIFIEDSCHOOLDISTRICT, ("DISTRICT")andCityofChino(“CONSULTANT”)
(REcrrALS)
WHEREAS,CONSULTANTisespeciallyskilled,trained,experienced,andcompetentto rendertheservicesandadvicedescribedinSectionIhereof;and WHEREAS,DISTRICI'requirestheservicesdescribedinSection1hereofandDISTRICT isunabletoobtainthemfromexistingpersonnel;and
NOW,THEREFORE,DISTRICTANDCONSULTANTmutuallyagreeasfollows:

1.ServicestobeProvidedbyCONSULTANT:
a.CONSULTANTwillrendertheservicestoDISTRICTthataredescribedas:
casemanagementsupportforhomelessstudentsandfamilies
b.CONSULTANTwillcommenceworkunderthisAgreementonorabout7/1/2023andwill diligentlyprosecutetheworkthereafter.CONSULTANTwillcompletetheworknotlater than6/30/2024.Upona showingofgoodandsufficientcausebyCONSULTANT, DISTRICTmay,initssolediscretion,grantsuchextensionoftimeasitmaydeem advisable.However,DISTRICTshallnotpayCONSULTANTanyadditionalcompensation ifsuchanextensionisgranted,unlessCONSULTANTperformsadditionalservices,the compensationforwhichshallbedeterminedbytheDISTRICTandCONSULTANTin writing.
c.CONSULTANTwillperformsaidservicesinhisorherownwayandasanindependent contractorinthepursuitofhisorherindependentcallingandnotasanemployeeof DISTRICT.HeorsheshallbeunderthecontroloftheDISTRICTastotheresulttobe accomplishedandnotastothemeansormannerbywhichsuchresultistobe accomplished.
239
CHS—Z3Z4-091
CONSULTANT’SRepresentations:

CONSULTANTrepresentsthatheorshehastheskiHs,experience,andknowledgenecessary toperformtheservicesagreedtobeperformedunderthisAgreement;andCONSULTANT understandstheDISTRICThasreliedupontherepresentationsofCONSULTANTthatheor shehastheskills,experience,andknowledgetoperformtheservicesrequiredbythis Agreementinacompetentmanner.CONSULTANTunderstandsthescopeoftheservices requiredtobeperformedunderthisAgreement.CONSULTANTwarrantsthatheorshewill faithfullyanddiligentlyperformtheserviceshereunder.

CONSULTANTshallemploy,asa minimum,generallyacceptedstandardsofpractices employedbypersonsengagedinprovidingsimilarservicesinexistenceatthetimeofthe performanceoftheobligationshereunder.
.CompensationtoCONSULTANT:
a.Consultantwillprovideservicesfortheamountof:$175,000.00 b.NoadditionalcompensationwillbegrantedunlessagreedtoinwritingbyDISTRICT. c.FundingSource:ARPIIFunds
d.DISTRICTwillnotwithholdFederalorStateincometaxdeductionsfrompaymentsmade toCONSULTANTunderthisAgreementbutwillprovideCONSULTANTwithastatement ofearningsattheconclusionofeachcalendaryear.
e.Forservicesrendered,theCONSULTANTmustsubmittotheDISTRICTa detailed requestforpaymentwithanitemizedinvoice,describingservicesprovide,withthe signatureofsiteprincipalormanager,notingworkorservicewascompleted. .DurationofAgreement:

ThetermofthisAgreementshallcommenceon7/1/2023andterminateon6/30/2024.

Subjecttotermsandconditionsstatedin#10.
.DISTRICTtoProvideInformation:

DISTRICTwillprepareandfurnishtoCONSULTANTuponhisorherrequestsuch informationasisreasonablynecessarytotheperformanceofCONSULTANT’Sworkunder thisAgreement.
.OwnershipofMaterials:

Anyandalldocuments,ormaterialspreparedorcausedtobepreparedbyCONSULTANT pursuanttothisAgreementshallbethejointpropertyoftheDISTRICTandCONSULTANT uponpaymentbytheDISTRICT.Allsaiddocumentsandmaterialsshallbedeliveredtoand becomethejointpropertyoftheDISTRICTandCONSULTANT.
240
CllS-2324-091

7.GeneralProvisions:
a.CONSULTANTshaHcomplywithallFederal,Stateandlocallawsandordinances applicabletosuchwork.CONSULTANTshallprovideworkers'compensationinsuranceor self-insureforhisorherservices.Evidenceofinsurance(GeneralLiability,Professional Liability,AutoandWorkers’Comp)shallbeprovidedtoDISTRICTuponexecutionofthis Agreement.
b.IfCONSULTANTisanindividual,forservicesrendered,heorshemustsubmittothe DISTRICTacompletedIRSW9formthatmustincludeCONSULTANT’Ssignature,social securitynumberortaxidentihcationnumber;andstatewhetherornotCONSULTANTis aretiredmemberoftheStateTeachersRetirementSystemoftheStateofCalifornia. c.ThisAgreementmaybeamendedbythemutualwrittenconsentoftheparties.

8.Assignment:

ThisAgreementmaynotbeassignedwithoutthewrittenconsentoftheDISTRICT.

9.Indemnification:

IncontemplationoftheprovisionsofSection895.2oftheGovernmentCodeoftheStateof Californiaimposingcertaintortliabilityjointlyuponpublicentitiessolelybyreasonofsuch entitiesbeingpartiestoanagreementasdefinedbySection895ofsaidCode.,eachofthe Partieshereto,pursuanttotheauthorizationcontainedinSection895.4and895.6ofsaid Code,willassumethefullliabilityimposeduponit,oranyofitsofficers,agents,or employees,bylawforinjurycausedbyanegligentorwrongfulactofomissionoccurringin theperformanceofthisAgreementtothesameextentthatsuchliabilitywouldbeimposed intheabsenceofSection895.2ofsaidCode.Toachievetheabove-statedpurpose,each PartyindemnifiesandholdharmlesstheotherPartyofanyloss,cost,orexpensethatmay beimposeduponsuchotherPartysolelybyvirtueofsaidSection895.2.Thepartiesagree toindemnify,defend,andholdharmlesseachotheragainstanyandallliability,expense andclaimsarisingfromtheirrespectivenegligentorwrongfulactsandomissions.The provisionsoftheSectionshallsurvivetheterminationofthisAgreement.

10.Termination:
a.IfDISTRICTdetermines,initssolediscretion,thatCONSULTANT’Sserviceshavebeen orbecomeunsatisfactory,DISTRICTmayterminatethisAgreementandthe CONSULTANT’Sserviceshereunder.Further,DISTRICTmaysuspendtheperformance oftheworkunderthisAgreementforanxedorindehniteperiod.
b.Asanalternativetoaunilateralterminationundersubsection(a)thereof,theDISTRICT mayissuetoCONSULTANTa writtennoticeofanydehciencyordelayinthe performancesortheserviceshereunder.Inthatevent,CONSULTANTshallcureany suchdehciencywithintheperiodspecihedinsaidnotice.IfCONSULTANTfailstocure thedeficiencywithinthespecifiedperiod,DISTRICTmayterminatethisAgreement. c.IftheCONSULTANTterminatesthisAgreementforunsatisfactoryperformance,the DISTRICTshallonlypayCONSULTANTforthoseservicessatisfactorilyrenderedthrough 3 241
CllS-2324-091
theterminationdateasdeterminedbytheDISTRICT,initssolediscretion.Ifthe DISTRICTsuspendstheperformanceofCONSULTANTservicesunderthisAgreement, theDISTRICTshallonlypayCONSULTANTforthoseservicessatisfactorilyrendered throughthesuspensiondatebytheCONSULTANTasdeterminedbytheDISTRICT,inits solediscretion.
d.EitherpartymayterminatethisAgreementbyprovidingthirty(30)dayswrittennotice totheotherparty.

11.Counterparts:

Thisagreementmaybeexecutedincounterparts,eachofwhichshallbedeemedtobean original,andsuchcounterpartsshallconstituteoneandthesameinstrument.

12.Severability:

IntheeventthatpartofthisAgreementshallbedeclaredinvalidorunenforceablebya validjudgmentordecreeofa courtofcompetentjurisdiction,suchinvalidityor unenforceabilityshallnotaffectanyoftheremainingportionofthisAgreementwhichare herebydeclaredasseverableandshallbeinterpretedtocarryouttheintentoftheparties hereunderunlesstheinvalidprovisionissomaterialthatitsinvaliditydeprivedeitherparty ofthebasicbenefitoftheirbargainorrendersthisAgreementmeaningless.

13.Notice:

Anynotice,demand,request,document,consent,approval,orcommunicationeitherparty desiresorisrequiredtogivetotheotherpartyoranyotherpersonshallbeinwritingand eitherservedpersonallyorsentbyprepaid,first-classmail,inthecaseoftheDISTRICT,to thePurchasingDirector,ChinoValleyUninedSchoolDistrict,5130RiversideDrive,Chino, CA91710andinthecaseoftheCONSULTANTtotheperson(s)attheaddressdesignated ontheexecutionpageofthisAgreement.Eitherpartymaychangeitsaddressbynotifying theotherpartyofthechangeofaddressinwriting.Noticeshallbedeemedcommunicated bythetimepersonallydeliveredorinseventy-two(72)hoursfromthetimeofmailingif mailedasprovidedinthisSection.
[SIGNATURESONTHEFOLLOWINGPAGE]
242
CHS—2324—091
InW1TNESSWHEREOF,thepartieshaveexecutedthisAgreementinChino,Caiiforniaonthe dayandyearasf0ilows:

ChinoValleyUnifiedSchoolDistrict
JWL
KathyCasino
PurchasingDirector
Date:j/W /7,£23
Attest:

By:

NatalieGonzaga,CityClerk
Date:

CityofChino
13220CentralAve
Chino,CA91710
Ph:909-334-3487
Email:[email protected]
AuthorizedSignature
SilviaAvalos,DirectorofCommunity
Services,Parks&Recreation
PrintName/Title
Date
ApprovedastoForm:

ALESHIRE&WYNDER,LLP
By:

FredGalante,CityAttorney
Date:

BoardApproved:6/15/2023
AuthorizedSignature
Dr.LindaReich,CityManager
PrintName/Title
Date
NOTICE
Purchaseordersarerequiredforallpurchases/services.CVUSDdesirestopay allinvoicespromptly,however,servicescannotberendered,andinvoices cannotbepaiduntilvendorsignsandreturnsthiscontract,Failuretosignand returnthiscontractbeforeprovidingservicesmayresultinnon—paymentfor saidservices.

CVUSDmillschoolsiteASB/USB’spuymenttermsareNET30.
243
AgreementforContractor/ConsultantServices
ScopeofWork/DutyStatementforCityofChino
ScopeofWorkissubjecttochangeasconditionsandbudgetrequire.Changeswiilbe madeandsubmittedforapproval.

ProjectedNumbers:

1.CaseManagementservicestobeprovidedforapproximately150McKinney- Ventostudents.

Additionalnotes:

UnspentCaseManagementfundscanbeusedtowardServices&Supplies.

UnspentServices&SuppliesfundscanbemovedtoCaseManagementlineitem.

ThecontractwilloperatefromJuly1,2023-June30,2024(servicestobeprovided duringtheacademiccalendaryear).Amountnottoexceed$175,000andcontingent uponstatefunding.

Page1of2
District—CityStandardizedScopeofWork 2023/24
ProgramName/DepartmentARPII/MVSupportServices
Timeline July1,2023—June30,2024
ContractingService(s)CaseManagement&Outreach
TotalProjectAmount $175,000
TheCityofChinowill:

1. Providethreetofourpart-timebiiingual(Spanish)CaseManagerstoworkwith students/familiesidentifiedas“homeless"orintransitiontofacilitatecontinuityof educationandpromoteacademicsuccess.

2. AssiststudentsidentifiedthroughtheChinoValleyUnmedSchoolDistrict,Chino CommunityServicesDepartment,ChinoPoliceDepartment,andothercommunity agencres.

3.Follow-uponacademicprogressandattendanceofthestudentsintheprogram.

4.ConductoutreachatvariousCityandDistrictlocationsintheChinoValley.

Providementaland/orphysicalhealthreferralstointernalprograms,community providers,orpublicagenciesifneededorrequested.

6.EnsuretheCaseManagersareknowledgeableregardingmandatedreportingand thereportingofanysuspectedneglectand/orabuse.

7.Provideacademicinterventionandreferallcrisis/counselingneedstoappropriate mentalhealthprovider.

8. V l
EnsurestaffisknowledgeableanduptodateregardingMcKinney-Ventolaw/policy andprocedures;availablecommunity-basedresources,includingbutnotlimitedto foodbanks,housing/shelters,SanBernardinoCountyTransitionalAssistance, domesticviolencesupport,childcareresources,andotherrelatedsupportservices. 244
Budget:

Salary/Personnel
Services&Supplies
SALARIES-$175,000
Page2of2
District—CityStandardizedScopeofWork 2023/24
Title DescriptionofServicestobe rate hrs # #ofTotal
Provided notto per of staff
exceedwk wks
1 Case
Manager
I
Willassesstheneedsof
studentsandfamiliesidentified
as“homeless”.Willassistwith
resources,providefollow-up,
monitor,anddocumentservices,
&evaluateprogress.Provide
reportinginformationto
CoordinatorandDistrictstaff
monthly/quarterly.
$32.7930—3545-
48 3-4$147,000
Amtwillvary
duetoactual
rateofpay
2 Specialist/Willpromotehomeless $30.2620 38- 1 $28,000 Leader interventionservices&support 42
(bilingual)throughoutreacheffortsat
school&communityevents
1 OperatingEquipmentCityorderedsupplies,citystaffpolo
shirtswithlogo
$0
2 MileageforCase
Managers
Site/schoolvisitsorsessions,training,
homevisits,etc.
$0
3 Printing&BindingCity-issuedbusinesscards,name
badges
$0
4 TrainingforCase
Managers/staff
Relevantprofessionaldevelopment
opportunities
$0
BudgetSalaries $175,000
BudgetServices/Supplies $0
ProjectTotal $175,000
245
EXHIBIT7 CNS—2324409
v“$G§eSchools.P

CHINOVALLEY

UNIFIEDSCHOOLDISTRICT
5130RlverSIdeDrive,Chmo,CA91710
(909)628-1201
NameofDepartment/Site
SubmittingContract:
1NameofContactPerson: KATHYCASINO,DIRECTOR,PURCHASING
HealthServices/ChildDevelopment

AGREEMENTFORCONSULTANTSERVICES/MASTERCONTRACT
ThisAgreementismadebetweentheCHINOVALLEYUNIFIEDSCHOOLDISTRICT, (”DISTRICT")andCityofChino(“CONSULTANT”)
(RECITALs)
WHEREAS,CONSULTANTisespeciaHyskilied,trained,experienced,andcompetentto rendertheservicesandadvicedescribedinSectionIhereof;and WHEREAS,DISTRICTrequirestheservicesdescribedinSection1hereofandDISTRICT isunabletoobtainthemfromexistingpersonnel;and
NOW,THEREFORE,DISTRICTANDCONSULTANTmutuallyagreeasfollows:

1.ServicestobeProvidedbyCONSULTANT:
atCONSULTANTwillrendertheservicestoDISTRICTthataredescribedas:
tuitionreimbursementforSunriseKidsbeforeschoolprogramandHighFiveafterschoolprogram. b.CONSULTANTwillcommenceworkunderthisAgreementonorabout7/1/2023andwill diligentlyprosecutetheworkthereafter.CONSULTANTwillcompletetheworknotlater than6/30/2024.Upona showingofgoodandsufficientcausebyCONSULTANT, DISTRICTmay,initssolediscretion,grantsuchextensionoftimeasitmaydeem advisable.However,DISTRICTshallnotpayCONSULTANTanyadditionalcompensation ifsuchanextensionisgranted,unlessCONSULTANTperformsadditionalservices,the compensationforwhichshallbedeterminedbytheDISTRICTandCONSULTANTin writing.
c.CONSULTANTwillperformsaidservicesinhisorherownwayandasanindependent contractorinthepursuitofhisorherindependentcallingandnotasanemployeeof DISTRICT.HeorsheshallbeunderthecontroloftheDISTRICI'astotheresulttobe accomplishedandnotastothemeansormannerbywhichsuchresultistobe accomplished.
a v o V
246
CllS-2324-109
CONSULTANT’SRepresentations:

CONSULTANTrepresentsthatheorshehastheskills,experience,andknowiedgenecessary toperformtheservicesagreedtobeperformedunderthisAgreement;andCONSULTANT understandstheDISTRICThasreliedupontherepresentationsofCONSULTANTthatheor shehastheskills,experience,andknowledgetoperformtheservicesrequiredbythis Agreementinacompetentmanner.CONSULTANTunderstandsthescopeoftheservices requiredtobeperformedunderthisAgreement.CONSULTANTwarrantsthatheorshewill faithfullyanddiligentlyperformtheserviceshereunder.

CONSULTANTshallemploy,asa minimum,generallyacceptedstandardsofpracticesemployedbypersonsengagedinprovidingsimilarservicesinexistenceatthetimeofthe performanceoftheobligationshereunder.
.CompensationtoCONSULTANT:
a.Consultantwillprovideservicesfortheamountof:PerRateSheet b.NoadditionalcompensationwillbegrantedunlessagreedtoinwritingbyDISTRICT. c.FundingSource:ChildDevelopment
d.DISTRICTwillnotwithholdFederalorStateincometaxdeductionsfrompaymentsmade toCONSULTANTunderthisAgreementbutwillprovideCONSULTANTwithastatement ofearningsattheconclusionofeachcalendaryear.
e.Forservicesrendered,theCONSULTANTmustsubmittotheDISTRICTa detailed requestforpaymentwithanitemizedinvoice,describingservicesprovide,withthe signatureofsiteprincipalormanager,notingworkorservicewascompleted. .DurationofAgreement:

ThetermofthisAgreementshallcommenceon7/1/2023andterminateon6/30/2024.

Subjecttotermsandconditionsstatedin#10.
.DISTRICTtoProvideInformation:

DISTRICTwillprepareandfurnishtoCONSULTANTuponhisorherrequestsuch informationasisreasonablynecessarytovtheperformanceofCONSULTANT’Sworkunder thisAgreement.
.OwnershipofMaterials:

Anyandalldocuments,ormaterialspreparedorcausedtobepreparedbyCONSULTANT pursuanttothisAgreementshallbethejointpropertyoftheDISTRICTandCONSULTANT uponpaymentbytheDISTRICT.Allsaiddocumentsandmaterialsshallbedeliveredtoand becomethejointpropertyoftheDISTRICTandCONSULTANT.
247
CNS-2324409

7.GeneralProvisions:
a.CONSULTANTshallcomplywithallFederal,Stateandlocallawsandordinances applicabletosuchwork.CONSULTANTshallprovideworkers'compensationinsuranceor self-insureforhisorherservices.Evidenceofinsurance(GeneralLiability,Professional Liability,AutoandWorkers’Comp)shallbeprovidedtoDISTRICTuponexecutionofthis Agreement.
b.IfCONSULTANTisanindividual,forservicesrendered,heorshemustsubmittothe DISTRICTacompletedIRSW9formthatmustincludeCONSULTANT’Ssignature,social securitynumberortaxidentificationnumber;andstatewhetherornotCONSULTANTis aretiredmemberoftheStateTeachersRetirementSystemoftheStateofCalifornia. c.ThisAgreementmaybeamendedbythemutualwrittenconsentoftheparties.

8.Assignment:

ThisAgreementmaynotbeassignedwithoutthewrittenconsentoftheDISTRICT.

9.Indemnification:

IncontemplationoftheprovisionsofSection895.2oftheGovernmentCodeoftheStateof Californiaimposingcertaintortliabilityjointlyuponpublicentitiessolelybyreasonofsuch entitiesbeingpartiestoanagreementasdefinedbySection895ofsaidCode.,eachofthe Partieshereto,pursuanttotheauthorizationcontainedinSection895.4and895.6ofsaid Code,willassumethefullliabilityimposeduponit,oranyofitsofficers,agents,or employees,bylawforinjurycausedbyanegligentorwrongfulactofomissionoccurringin theperformanceofthisAgreementtothesameextentthatsuchliabilitywouldbeimposed intheabsenceofSection895.2ofsaidCode.Toachievetheabove-statedpurpose,each PartyindemnifiesandholdharmlesstheotherPartyofanyloss,cost,orexpensethatmay beimposeduponsuchotherPartysolelybyvirtueofsaidSection895.2.Thepartiesagree toindemnify,defend,andholdharmlesseachotheragainstanyandallliability,expense andclaimsarisingfromtheirrespectivenegligentorwrongfulactsandomissions.The provisionsoftheSectionshallsurvivetheterminationofthisAgreement.

10.Termination:
a.IfDISTRICTdetermines,initssolediscretion,thatCONSULTANT’Sserviceshavebeen orbecomeunsatisfactory,DISTRICTmayterminatethisAgreementandthe CONSULTANT’Sserviceshereunder.Further,DISTRICTmaysuspendtheperformance oftheworkunderthisAgreementforafixedorindefiniteperiod. b.Asanalternativetoaunilateralterminationundersubsection(a)thereof,theDISTRICT mayissuetoCONSULTANTa writtennoticeofanydeficiencyordelayinthe performancesortheserviceshereunder.Inthatevent,CONSULTANTshallcureany suchdenciencywithintheperiodspecifiedinsaidnotice.IfCONSULTANTfailstocure thedeficiencywithinthespecifiedperiod,DISTRICTmayterminatethisAgreement. c.IftheCONSULTANTterminatesthisAgreementforunsatisfactoryperformance,the DISTRICTshallonlypayCONSULTANTforthoseservicessatisfactorilyrenderedthrough 3 248
CllS—2324~109
theterminationdateasdeterminedbytheDISTRICT,initssolediscretion.Ifthe DISTRICTsuspendstheperformanceofCONSULTANTservicesunderthisAgreement, theDISTRICTshalloniypayCONSULTANTforthoseservicessatisfactoriiyrendered throughthesuspensiondatebytheCONSULTANTasdeterminedbytheDISTRICT,inits soiediscretion.
d.EitherpartymayterminatethisAgreementbyprovidingthirty(30)dayswrittennotice totheotherparty.

11.Counterparts:

Thisagreementmaybeexecutedincounterparts,eachofwhichshallbedeemedtobean original,andsuchcounterpartsshallconstituteoneandthesameinstrument.

12.Severability:

IntheeventthatpartofthisAgreementshallbedeclaredinvalidorunenforceablebya validjudgmentordecreeofa courtofcompetentjurisdiction,suchinvalidityor unenforceabilityshallnotaffectanyoftheremainingportionofthisAgreementwhichare herebydeclaredasseverableandshallbeinterpretedtocarryouttheintentofthepartieshereunderunlesstheinvalidprovisionissomaterialthatitsinvaliditydeprivedeitherparty ofthebasicbenefitoftheirbargainorrendersthisAgreementmeaningless.

13.Notice:

Anynotice,demand,request,document,consent,approval,orcommunicationeitherparty desiresorisrequiredtogivetotheotherpartyoranyotherpersonshallbeinwritingand eitherservedpersonallyorsentbyprepaid,hrst-classmail,inthecaseoftheDISTRICT,to thePurchasingDirector,ChinoValleyUnihedSchoolDistrict,5130RiversideDrive,Chino, CA91710andinthecaseoftheCONSULTANTtotheperson(s)attheaddressdesignated ontheexecutionpageofthisAgreement.Eitherpartymaychangeitsaddressbynotifying theotherpartyofthechangeofaddressinwriting.Noticeshallbedeemedcommunicated bythetimepersonallydeliveredorinseventy-two(72)hoursfromthetimeofmailingif mailedasprovidedinthisSection.
[SIGNATURESONTHEFOLLOWINGPAGE]
249
CNS-2324409
InWITNESSWHEREOFthepartieshaveexecutedthisAgreementinChino,Californiaonthe dayandyearasfollows;
ChinoValleyUnifiedSchoolDistrict CityofChino
13220CentralAve.
allinvoicespromptly,however.servicescannotberendered.andinvoices cannotbepaiduntilvendorsignsandreturnsthiscontract.Failuretosignand returnthiscontractbeforeprovidingservicesmayresultinnon—paymentfor saidservices,
CVL’SDam!schoolSireASB/USB’spaymenttermsareNET30.

Chino,CA9171O
Ph:909-334-3438
/ V
KathyCasino
Email:[email protected]
PurchasingDirector
Date:j a4!owga
AuthorizedSignature
SilviaAvalos,DirectorofCommunity
Services,Parks&Recreation
Attest: PrintName/Title
By: DateNatalieGonzaga,CityClerk
Date:

AuthorizedSignature
ApprovedastoForm:

ALESHIRE8:.WYNDER,LLP Dr.LindaReich,CityManager
PrintName/Title
By:

FredGalante,CityAttorney
Date' Date
BoardApproved:7/20/2023
NOTICE
Purchaseordersare forallptn‘chases/services.CVUSDdesirestopay 250
PO#
AgreementforContractor/ConsultantServices
ScopeofWorkforCityofChino
Page1of3
DistrictCityStandardizedScopeofWorkrevised6-6-2023
ProgramName/DepartmentHighFiveAfterschoolProgramandSunriseKids BeforeSchoolProgram/HealthServices
Timeline July1,2023,thruJune30,2024
ContractingService(s)GrantFundedAfterSchoolPrograms
TheCityofChinowill:

TheCityofChinowillprovideaCommunityServicesCoordinator(Coordinator)whowillberesponsiblefordailyonsitesupervisionofsubcontractedstaff.TheCoordinatorwilluseasystematicprocessfortrainingandsupervisingCommunityServicesstaffassignedasCounselorll,Specialist,andLeaderstotheAfterSchoolPrograms.TheCoordinatorwillcollaboratewiththeDistrictASESGrantManager(ASM)toprovidemonthlytraining,forCommunityServicesSpecialistsandLeadersaswellasmonthlyplanningmeetingswithSpecialists.Trainingwillbedevelopedtotrainstafftouseintrinsicqualities;orientstafftoAfterSchoolProgramgoalsandgrantassurances;assimilatestafftoworkingwithintheschoolenvironmentandpreparestaffforthepotentialchallengesthatmaybeencountered.

Participateinthedesignandreviewofprogramsurveysforthestaff,students,andparents.Assistinthedistributionoftheresultsanddevelopmentofprogramimprovementplansasneeded.

TheCityofChinowillrecruitandemployCommunityServicesSpecialiststoprovideservicestostudentsatAfterSchoolsites.CommunityServicesSpecialistswillworkunderthedirectsupervisionoftheCoordinator.Seeattachmentforspecificrolesandresponsibilities.CommunityServicesSpecialistsmustfulfillhealthandfingerprintclearancerequirements,passtheDistrictinstructionalAideTest,obtainCPRcertification,andobtainanActivitySupervisorClearanceCertificatewithinthefirstsixmonthsofemployment.

TheCommunityServiceSpecialistswillcompletetheChinoValleyUnifiedSchoolDistrict (CVUSD)MedicationAdministrationannualtrainingledbyaCredentialedSchoolNursetoincludeclearancetoreceive,administer,andlogmedication.TheSpecialistswillberequiredtoreceiveandstoremedicationinalockedcabinet/container.TheSpecialistwillfollowupwithCVUSDNursesuponthereceivalofanymedicationtoconfirmtheproperdocumentationis presentpriortoadministeringanymedication.ACVUSDNursewillmeetwithSpecialiststogooverindividualizedcareplans.Thecareplanswillincludeanynecessarymedicationandwillbeinplacebeforethestudentbeginstheprogram.TheSpecialistswillassistwithportioningouttheproperdosageofmedicationandloggingoutthedateandtimeitwasadministeredinthedesignatedlog.Administrationcanincludeassistancewithmedicationtablets,capsules,inhalers,EpiPens,ointments,andeye/eardropsasneeded.

TheCommunityServicesSpecialistwillberesponsiblefortheplanningandprogrammingoftheAfterSchoolprogramtoensuretheinclusionofaneducationalandliteracycomponentdesignedtoprovidetutoringand/orhomeworkassistanceinthefollowingcorecontentsubjectareas:languagearts,mathematics,history,science,andcomputertraining.AfterSchoolwillincludeaneducationalenrichmentcomponentsuchasfinearts,recreation,physicalfitness,andpreventionactivitiesorganizedbytheSpecialist.Specialistswillimplement“handson"interactivestudentactivities,planmonthlyactivitycalendars,andlessonplans.AfterSchoolactivitieswillfocuson“disguised"learninginexciting,hands—onexperiences.AfterSchool 251
PO#
Page2of3
District-CityStandardizedScopeofWorkrevised6-6-2023
componentsmayinclude,butnotbelimitedtothefollowing:
> Nutritionandhealthenrichmentactivitiesthatincludehands-onfoodpreparationand > Computerlabtimetostrengthencomputerskills.
nutritionlessons.
> SPARKrecreationactivities
> ArtsandCraftstodevelopmotorskillsandcreativity.
> Adailyreadingcomponent
> Academicgamessuchasspellingbeesjeopardyandquizzes> ParticipationinplantingandcaringforagardenifavailableattheAfterSchoolsite.> Positivereinforcementtechniquestostrengthencharacterdevelopment.

TheCityofChinowillrecruitandemployCommunityServicesLeaderstoprovideservicestostudentsatAfterSchoolsites.CommunityServicesLeaderswillworkunderthedirectsupervisionoftheCommunityServicesSpecialistsandtheCoordinatorSeeattachmentforspecificrolesandresponsibilitiesCommunityServicesLeadersmustfulfillhealthandfingerprintclearancerequirements,attendtheCVUSDNursetrainingpasstheDistrictinstructionalAideTestobtainCPRcertificationandobtainanActivitysupervisorClearanceCertificatebeforeworklnginAfterSchoolprograms.

ResponsibilitiesofAllCommunityServicesStaff
Allstaffmemberswillberesponsibleforthefollowing:

1.Maintainaminimumavailabilityoffouroffiveprogramdays,regularly.

2.Signinattheschooleachdaywhentheyarrive

3.Maintaindailynotestotracksuccessesandprogressoftheprogramandstudentsand provideattendancereports.includeASMCoordinatorand/orCommunityServices CounselorllinallcommunicationsrelatedtoseriousbehaviorproblemsAbehavior planmeetingwillbeheldbeforeexpulsionbasedonbehaviortoincludeparentsCitySpecialist,ASM,Coordinator,Principaland/orCommunitySefvicesCounselorii,4.Forattendance,ensurethattheearlyreleasepolicyisfollowedbyensuringthatanysign-outbefore6:00p.m.isindicatedwithanearlyreleasereason

5.Maintainaclean,orderlyandwelcomingAfterSchoolenvironmenteachday6.CollaboratewithotherAfterSchoolCommunityServicesSpecialiststodevelopmonthlycalendarsanddailylessonplans.CommunityServicesSpecialistswillassistLeaderstodevelopdailylessonplansofactivities

7.Participateinstateanddistrictevaluationprocessonbiannualbasis

8.Attendlocal,regional,and/orstatetrainingsandconferencesforprofessionaldevelopmentasscheduled

9.Participateinprogramplanningthroughacollaborativeprocesswithparentsyouth,andrepresentativesofschoolsites,governmentagencieslocallawenforcementand communityorganizations.Planasiteeventfor“Lights’OnAfterSchool"inOctoberandaneventfortheendoftheyearparentinvolvementnight

10.Providesuppliesandanutritionlessoneachweekonearlyreleasedayateachsite Staffwillberesponsiblefordevelopingthelessonplanandleadingstudentsinhandsonnutritionlearning.

TheCityofChinowillrecruitandemployaCommunityServicesCounselorlltoprovideonsiteconsultationandresourcesupportonstudentbehaviortoAfterSchoolprogramstaffsSeeattachmentforspecificrolesandresponsibilitiesCommunityServicesCounselorllwillassistwithanobservationofstudentbehaviorattendparentmeetingsonbehaviorissues participateinthedevelopmentofbehavioractionplansandwillprovideguidancetoAftefSchoolstaffformanagingongoingstudentbehaviori’ncludingstafftrainingCommunityServicesCounselorilwillcollaboratewithCVUSDBehavioralHealthCenterstaff-forsignificant 252
PO#
ProjectedNumbers:

1.Approximately300childrenwillreceiveAfterSchoolafterschoolhomeworkassistanceand enrichmentservicesfromCityofChinoCommunityServicesstaffin2023-2024 AdditionalNotes:

TheCityofChinowillcommencecontractservicestoAfterSchoolProgrambeginningJuly1,2023 andendingJune30,2024.AfterSchoolwilloperateonanyschooldaythatstudentsattend,and instructiontakesplace.AfterSchoolwillbeginimmediatelyupontheendoftheregularschoolday andwilloperateuntil6:00p.m.Adailystudent-to-staffratioofnomorethan20:1and10:1forTK andKindergartenparticipantswillbeprovidedatalltimes.Thestudent-to—staffratiowillbe monitoredandadjustedincollaborationwiththeCoordinatorandCVUSDASM.

Staff,training,onsitebehavioralconsultationbyCounselorllandonsiteCoordinatorsupervisionfor AfterSchoolprogramswillbeprovidedatCattle,Newman,andCalAeroPreserveAcademy.

ExhibitA
ExhibitB
Page3of3
District-CityStandardizedScopeofWorkrevised6-6-2023
Category MonthlyCostPerParticipant
Cattle/NewmanTK/Kinder $345
Cattle/Newman1-6‘hGrade $245
CalAeroPreserveAcademyTK/Kinder $420
CalAeroPreserveAcademy1—8‘hGrade $300
Category MonthlyCostPerParticipant
SunriseKidsPreserveCommunityCenter
TK/Kinder
$165
SunriseKidsPreserveCommunityCenter1-8th
Grade
$165
behavioralhealthconcerns‘

6. TheCityofChinowillrecruitandemployaCommunityServicesCounselorIIItoprovide clinicaisupervisionasaresourcesupportfortheCommunityServicesCounseiorII.

7. TheCityofChinowillprovidestaffforTransitionalKindergarten(TK)throughJuniorHighfrom conclusionofschooluntil6:00p‘m.atthefollowingsites:CalAeroPreserveAcademy,Cattle, andNewman.
8 CVUSDwillprovideaminimumofthree(3)classroomsorappropriateequivalentspacefor programming.CVUSDwillprovidenutritionalserviceslunchandsnackstoallparticipantsduringtheirtimeIntheprogramyear-round.CVUSDwrllprowdedailycustodialserVicesand emergencycustodialassistanceifrequired
253

MEMORANDUM

CITY OF CHINO

COMMUNITY SERVICES DEPARTMENT

CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023

TO: LINDA REICH, CITY MANAGER
FROM: SILVIA AVALOS, DIRECTOR OF COMMUNITY SERVICES, PARKS &

RECREATION

SUBJECT
..titl e
Approve a v endor cap increase with New Tangram, LLC in the amount of $100,000 for a total not-to-exceed amount of $150,000 for design services, purchase and installation of modular furniture systems, and reconfiguring existing workstations at City-owned facilities. ..end

RECOMMENDATION
1) Approve a vendor cap increase with New Tangram, LLC, Newport Beach, CA in the amount of $100,000 for a total not-to-exceed amount of $150,000; and 2) authorize the City Manager to execute the necessary documents on behalf of the City.

..body

FISCAL IMPACT
Sufficient funds are available in the Fiscal Year 2023-24 Building Management Fund budget.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above further the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Positive City Image
 Fiscal Responsibility

Revenue: Click or tap here to enter text.

Expenditure: Various Accounts
Transfer In: Click or tap here to enter text. Transfer Out: Click or tap here to enter text. 254
CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023
SUBJECT: APPROVE A VENDOR CAP INCREASE WITH NEW TANGRAM, LLC IN THE AMOUNT OF $100,000 FOR A TOTAL NOT -TO-EXCEED AMOUNT OF $150,000 FOR

DESIGN SERVICES, PURCHASE AND INSTALLATION OF MODULAR FURNITURE

SYSTEMS, AND RECONFIGURING EXISTING WORKSTATIONS AT CITY -OWNED FACILITIES.

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BACKGROUND
The Fiscal Year 2023 -24 Building Management Fund budget provides funding for design services, purchasing, and installation of modular furniture in City -owned facilities. New Tangram, LLC is the City’s approved contractor that possesses the knowledge, certifications, and expertise to complete all related services for modular furniture. The existing furniture in several City facilities was installed in the 1990s and is discontinued making it difficult to build additional workstations and to complete needed repairs.

Included in the current fiscal year’s budget are several Internal Service Fund (ISF) projects for space planning, design services, purchase, and installation of new mod ular furniture and reconfiguration of existing workstations.

ISSUES/ANALYSIS
The new furniture being purchased from New Tangram, LLC is through a cooperative agreement, Sourcewell Contract No. 121919 -STI, which gives the City the ability to purchase and install modular furniture through this cooperative agreement. The City Attorney's office has reviewed all documents relevant to the Sourcewell bid solicitation for New Tangram, LLC and found the documents to be in order.

To date, New Tangram, LLC has a vendor cap of $50,000. The requested increase of $100,000 for design services, purchase and installation of modular furniture systems, and reconfiguring existing workstations brings the total vendor cap for New Tangram, LLC to $1 50,000. City Council authorization is required as the combined total of purchase orders will exceed $50,000 authorized to one vendor.

Attachment: New Tangram, LLC - Cooperative Purchasing Contract No. 121919-STI

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Solicitation Number: RFP#121919

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Steelcase Inc., 901 44th Street SE, Grand Rapids, MI 49508 (Vendor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to its members. Participation is open to all levels of governmental entity, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and its Members (Members). “Vendor” when used in connection with a purchase order shall refer to the Dealer responsible for activities related to fulfilling the purchase order including, but not limited to, specifying, quoting, ordering, delivering, installing, invoicing, and collection in accordance with the terms of this Agreement. In certain situations or in locations where no Dealer is available Steelcase may act as the Vendor under this Agreement.

“Dealer” means always an authorized Steelcase dealer who will become bound to the terms and conditions of this Agreement through signing a separate document agreeing to the same.

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contra ct expires February 18, 2024, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.

C. SURVIVAL OF TERMS. Articles 11 through 16 surv ive the expiration or cancellation of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES

A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

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Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor’s product and pricing list. Unless agreed to by the Member in advance, Equipment or Products must be delivered as operational to the Member’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. LAWS AND REGULATIONS. All Equipment, Prod ucts, or Services must comply fully with applicable federal laws and regulations, and with the laws of the state or province in which the Equipment, Products, or Services are sold.

C. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor’s dealers and distributors must agree to assist the Member in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that is effective past the expiration of the Vendor’s warranty will be passed on to the Member.

D. DEALERS AND DISTRIBUTORS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor’s authorized Distributors/Dealers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor’s responsibility to ensure Sourcewell receives the most current version of this list.

3. PRICING

All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s Proposal.

Regardless of the payment method chosen by the Member, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Member at the time of purchase, excluding applicable sales or use taxes and/or surcharges, which will be captured on the applicable invoice.

Unless otherwise provided herein, when providing pricing quotes to Members, all pricing quoted must reflect a Member’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Member’s requested delivery location.

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A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Members. Members reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.

Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Member will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Member.

B. SALES TAX. Each Member is responsible for supplying the Vendor with valid tax-exemption certification(s). When ordering, Members must indicate if it is a tax-exempt entity.

C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Members.

4. PRODUCT AND PRICING CHANGE REQUESTS

Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must:

x Identify the applicable Sourcewell contract number
x Clearly specify the requested change
x Provide sufficient detail to justify the requested change DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 258
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x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change) x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference.

5. MEMBERSHIP, CONTRACT ACCESS, AND MEMBER REQUIREMENTS

A. MEMBERSHIP. Membership in Sourcewell is open to public and nonprofit entities across the United States and Canada; such as municipal, state/province, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Members that can legally access the Equipment, Products, or Services under this Contract. A Member’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Member’s use of this Contract is at the Member’s sole convenience and Members reserve the right to obtain like Equipment, Products, or Services from any other source.

Vendor is responsible for familiarizing its sales and service forces with Sourcewell membership requirements and documentation and will encourage potential members to join Sourcewell.

Sourcewell reserves the right to add and remove Members to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at government- owned facilities, including schools. Vendor’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Member policies and procedures, and all applicable laws.

6. MEMBER ORDERING AND PURCHASE ORDERS

A. PURCHASE ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, Member must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically a Member will issue a purchase order directly to Vendor. Members may use their own forms for purchase orders, but it should clearly note the applicable Sourcewell contract number. Members will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Member.

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B. ADDITIONAL TERMS AND CONDITIONS. Additional terms and conditions to a purchase order may be negotiated between a Member and Vendor, such as job or industry-specific requirements, legal requirements (such as affirmative action or immigration status requirements), or specific local policy requirements. Any negotiated additional terms and conditions must never be less favorable to the Member than what is contained in Vendor’s Proposal.

C. PERFORMANCE BOND. If requested by a Member and accepted by Vendor (whose acceptance shall not be unreasonably withheld), Vendor will provide a performance bond that meets the requirements set forth in the Member’s purchase order.

D. SPECIALIZED SERVICE REQUIREM ENTS. In the event that the Member requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Member and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

E. TERMINATION OF PURCHASE ORDERS. Members may terminate a purchase order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:

1. The Member fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;

2. Federal or state laws or regulations prohibit the purchase or change the Member’s requirements; or

3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Member.

F. GOVERNING LAW AND VENUE. The governing la w and venue for any action related to a Member’s purchase order will be determined by the Member making the purchase.

7. CUSTOMER SERVICE

A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor w ill assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:

x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Member inquiries; and x Business reviews to Sourcewell and Members, if applicable.

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B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to members, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT

A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).

The Report must contain the following fields:

x Customer Name (e.g., City of Staples Highway Department); x Customer Physical Street Address;
x Customer City;
x Customer State;
x Customer Zip Code;
x Sourcewell Assigned Entity/Member Number;
x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Vendor.

B. ADMINISTRATIVE FEE. In consideration for th e support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment and Products provided to Members. The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment and Products purchased by Members under this Contract during each calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above “Attn: Accounts Receivable.” Payments must be received no later than forty-five (45) calendar days after the end of each calendar quarter.

Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. Any such audit will include transactions which have occurred within two (2) years of the agreed upon audit date.

Steelcase and Dealers shall make available to Sourcewell representatives no more than once per calendar year, during reasonable business hours and upon reasonable notice during the term of the agreement and two (2) years thereafter, any books, records, and invoices directly DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 261
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related to the respective performance under this agreement. The parties will make their best efforts to resolve any discrepancies in a fair and equitable manner.

In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than thirty (30) days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE

Sourcewell's Authorized Representative is its Chief Procurement Officer.

Vendor’s Authorized Representative is the person named in the Vendor’s Proposal. If Vendor’s Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing.

10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE

A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.

B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.

C. WAIVER. If either party fails to enforce any pr ovision of this Contract, that failure does not waive the provision or the right to enforce it.

D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.

E. RELATIONSHIP OF THE PARTIES. The relation ship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, master- servant, principal-agent, or any other relationship.

11. LIABILITY

Vendor must indemnify, save, and hold Sourcewell and its Members, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 262
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by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications.

12. AUDITS

Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of six (6) years from the end of this Contract. This clause extends to Members as it relates to business conducted by that Member under this Contract.

13. GOVERNMENT DATA PRACTICES

Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.

If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request.

14. INTELLECTUAL PROPERTY

As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Members against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Members by any person on account of the use of any Equipment or Products by Sourcewell or its Members supplied by Vendor in violation of applicable patent or copyright laws.

15. PUBLICITY, MARKETING, AND ENDORSEMENT

A. PUBLICITY. Any publicity regard ing the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

B. MARKETING. Any direct advertising, marketing, or offers with Members must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract.

C. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.

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16. GOVERNING LAW, JURISDICTION, AND VENUE

Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.

17. FORCE MAJEURE

Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

18. SEVERABILITY

If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.

19. PERFORMANCE, DEFAULT, AND REMEDIES

A. PERFORMANCE. During the term of this Cont ract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have thirty (30) calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Members as a result of such failure to proceed will be borne by the Vendor.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Member order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

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Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:

x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

20. INSURANCE

A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition). At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer).

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Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers’ Compensation, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Liability.

During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor’s professional services required under this Contract.

Minimum Limits:
$2,000,000 per claim or event
$2,000,000 – annual aggregate

6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate

Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non-renewal, or reduction of coverage without thirty (30) days’ prior written notice to the Vendor.

Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within ten (10) days of a request. Failure to request certificates of insurance by DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 266
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Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to name Sourcewell and its Members, including their officers, agents, and employees, as an additional insured under the Vendor’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies).

F. SELF-INSURED RETENTIONS. Any self-insured retention in excess of $10,000 is subject to Sourcewell’s approval.

21. COMPLIANCE

A. LAWS AND REGULATIONS. All Equipment, Pr oducts, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Vendor must maintain a valid status on all required federal, state, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Members.

22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION

Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.

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Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota, the United States federal government, or any Member.

Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS

Members that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Members may also require additional requirements based on specific funding specifications. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies when a Member accesses Vendor’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as ot herwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 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 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. 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 C.F.R. § 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 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 268
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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. Vendor must be in compliance with all applicable Davis-Bacon Act provisions.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (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 C.F.R. § 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. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 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 C.F.R. § 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. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require 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). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above.

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F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 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. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDE D (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have 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. Vendors must 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. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of three (3) years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must 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.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To th e extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. Vendor does not certify compliance with the provisions of the Buy American Act and will address the issue with any Member on a case-by-case basis.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 270
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also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). 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 Solid 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 C.F.R. § 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; procuring solid 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.

24. CANCELLATION

Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon sixty (60) days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor’s Proposal.

Termination of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to termination.

Sourcewell Steelcase Inc.

By: __________________________ By: __________________________ Jeremy Schwartz Megan Maguire
Title: Director of Operations &
Procurement/CPO
Title: Leader, Contract Specialist
Date: ________________________ Date: ________________________ Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________

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271
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

RFP 121919 - Furniture Solutions with Related Accessories and Services

Vendor Details

Company Name: Steelcase Inc.
901 44th Street SE
Address:

Grand Rapids, MI 49508
Contact: Kevin Loubert
Email: [email protected]
Phone: 616-246-9455
Fax: 616-246-4918
HST#: 380819050

Submission Details

Created On: Monday November 11, 2019 14:01:43
Submitted On: Thursday December 19, 2019 15:01:54
Submitted By: Kevin Loubert
Email: [email protected]
Transaction #: aa9c07dd-ad11-4214-8ae6-09316e3fe6ac
Submitter's IP Address: 198.105.64.21

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 272
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

Specifications

Table 1: Proposer Identity & Authorized Representatives

Line
Item Question Response *
1 Proposer Legal Name (and
applicable d/b/a, if any):

Steelcase Inc. *
2 Proposer Address: 901 44th Street SE, Grand Rapids, MI 49508 * 3 Proposer website address: www.steelcase.com *
4 Proposer's Authorized
Representative (name, title,
address, email address & phone)
(The representative must have
authority to sign the “Proposer’s
Assurance of Compliance” on
behalf of the Proposer):

Kevin Loubert, Industry Leader, Steelcase State & Local Government Solutions, 901 44th Street SE, Grand Rapids, MI 49508, Email: [email protected], Phone: 616.246.9455

*
5 Proposer's primary contact for this
proposal (name, title, address,
email address & phone):

Kevin Loubert, Industry Leader, Steelcase State & Local Government Solutions, 901 44th Street SE, Grand Rapids, MI 49508, Email: [email protected], Phone: 616.246.9455

*
6 Proposer's other contacts for this
proposal, if any (name, title,
address, email address &
phone):

Jeff Fredrickson, Director, Steelcase Government Solutions, 901 44th Street SE, Grand Rapids, MI 49508, Email: [email protected], Phone: 616.292.9904

Table 2: Company Information and Financial Strength

Line
Item Question Response *
DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 273
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
7 Provide a brief history of your company,
including your company’s core values,
business philosophy, and industry longevity
related to the requested equipment, products
or services.

OUR HISTORY
Founded in 1912 as the Metal Office Furniture Company, our first patent for a metal wastebasket meant safety for office workers. In crowded cities where fires spread quickly, replacing wicker with steel was a lifesaving innovation. Our past, present and future are all about turning insights into innovations that unlock the promise of people at work and make the world a better place.

Steelcase is a global, industry-leading company with approximately 13,000 employees and fiscal year 2019 revenue of approximately $3.4 billion, is headquartered in Grand Rapids, Michigan and became publicly-traded in 1998. We are globally accessible through a network of channels, including over 800 dealer locations.

OUR VALUES
More than 100 years ago, our founders made a commitment to do business differently. Our seven core values ground us and push us to do more and be better every day.

At Steelcase we:
• Act with integrity
• T e l l t h e t r u t h
• Keep commitments
• Treat people with dignity and respect
• Promote positive relationships
• Protect the environment
• Excel

*

OUR PORTFOLIO
Steelcase leads the way in creating great experiences by offering a range of architecture, furniture and technology products and services designed to help people reach their full potential. Our comprehensive portfolio is anchored by three core brands: Steelcase, Coalesse and Turnstone. Together with our partners, we design spaces to help people work, learn and heal.

Our strategy is to grow by leveraging our deep understanding of the patterns of work, workers and workspaces to offer solutions for new ways of working, new customer markets and new geographies. We are recognized as a responsible com pany that creates social, economic and environmentally sustainable value.

And because protecting the environment is in our DNA, we drive sustainable social, economic and environmental change through our decisions and actions. At Steelcase, we don’t just do what’s right, we do what’s best — for people and for the planet.

Please see Additional Document T2.7 for more information, including a video about who we are and what we do.

8 Provide a detailed description of the products
and services that you are offering in your
proposal.

Products Steelcase's family of brands and partner products provide an integrated portfolio of furniture settings, user-centered technologies and interior architectural products for both individual and collaborative work across a range of price points.

We have expanded our offerings through investments in product development and our recent acquisitions and marketing partnerships.

• Our furniture portfolio includes panel, fence and beam-based furniture systems, storage, fixed and height-adjustable desks, benches and tables and complementary products such as worktools.
• Our seating products include task chairs which are highly ergonomic, seating that can be used in collaborative or casual settings and specialty seating for specific vertical markets such as healthcare and education.
• Our technology solutions support group collaboration by integrating furniture and technology.

• Our interior architectural products include full and partial height walls and architectural pods.

The comprehensive Steelcase product portfolio includes:

Seating
- Office Chairs
- Guest Chairs + Stools
- Collaborative Chairs
- Lounge Seating
- Healthcare Chairs
- Sofas + Sleepers
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Desks + Tables
- Desk Systems
- Desks
- Height-Adjustable Desks
- Benching
- Occasional Tables
- Conference + Classroom Tables

Storage
- Laterals + Pedestals
- Bookcases, Cabinets + Credenzas
- Bins + Shelves
- Carts
- Towers + Lockers
- Waste + Recycling

Integrated Technology
- Collaboration
- Workplace Optimization + Analytics
- Room Scheduling + Navigation
- Apps
- Acoustic Solutions

Architecture + Space Division
- Fences + Beams
- Modular Walls
- Pods
- Panels
- Screens
- Power + Flooring

Related Accessories
- Office Décor + Rugs
- Lighting
- Organizational Tools
- Computer Support
- Power + Cable Management
- Whiteboards + Podiums

Please see Additional Document T2.8 for more information, including product line descriptions. Please see Pricing Zip document titled Pricing and Product Specifications for full product details.

Services We and our Steelcase dealers also offer services designed to facilitate the fu r services are:
• Workplace strategy consulting
• Data-driven space measurement
• Finance and lease service
• Hosted event experiences.

The dealers for Sourcewell Members offer an extensive range of services, including, but not limited to:

• Furniture Project Management – management of all aspects of furniture project from inception through complete furniture installation. This service is normally included with new furniture orders.

• Interior Design Services – combine creative aesthetics with functional solutions to produce productive and comfortable environments in all interior spaces. This can include Customer's-Own-Material (COM) when desired by a Member.

• Space Planning Services – identify the client’s key issues that set the parameters of the project for the purpose of space planning, encompassing the following:

• CAD Space Planning Services – upon receipt of an approved CAD-based block plan from the architect or client, this service provides detailed drawings to be used for installation purposes.
• Verification of Field Dimensions – this service confirms room dimensions shown on client-provided CAD drawings or plans, as compared with actual site conditions, and as it relates to furniture installation.

• Furniture Specification Services – utilizes an automated specification tools to prepare furniture component list and costs.

*
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• Installation Coordination Services – coordinates the logistical management of furniture installation, such as project management, installation of product, coordination of product arrival from manufacturer, verification of site conditions, logistical staging of product and enforcement of quality/safety/code standards (NOTE: Normal installation is typically included with new product to “room ready site conditions.”)

• Punch List Coordination Services – within this typical service is the identification of any discrepancies to complete furniture installation in compliance to furniture plan, including issuing punch list and updating punch list with resolution and completion.

• Post-Installation Evaluation – provide a team to audit a project for installation quality compliance.

• Transportation Coordination Services – typically ensures product delivery meets client requirements and site conditions. Included with these services are determination of appropriate vehicle type for project site, obtaining appropriate municipal clearances for parking, if necessary and coordination of delivery in compliance with property management requirements. Normal delivery is often included with purchase of new product.

• Studies to Reduce Costs – Steelcase dealers strive to reduce costs in products and services through the following activities: continual update of workstation typicals, utilization of existing products, value engineering when performance or function is not sacrificed and recommendations to avoid duplications of services/products.

• Alternative Office Design – is a planning service that includes analysis and related planning services as they relate to business results and facilities issues.

• Ergonomic Evaluation – basic ergonomic evaluation is available to provide recommendations for improved safety and ergonomics as they relate to furniture. This service might include providing product for evaluation on a limited basis or providing training on the usage of furniture as it relates to ergonomics.

• Furniture Disposition – provides coordination of the removal and liquidation of your surplus furniture through qualified furniture brokers.

• Furniture Rental – typically available at most dealerships in the event of project delays. Normally with furniture rentals, systems furniture installation is not included, nor is the subsequent dismantle and removal upon receipt of new product. Products that are strictly for rental purposes only (not associated with a new product purchase) are also available.

• Maintenance and Repair Services – qualified technicians provide maintenance and repair of all furniture products including non-warranty repair, parts supply and emergency repairs after-normal-business hours. These services are typically quoted on a per-project basis.

• Furniture Refurbishment – include re-fabrication and cut down of panels and worksurfaces, painting of all metal surfaces, refinishing or restoring wood, and cleaning and re-upholstery of seating products. Some dealers might also offer stain and fire protection services, professional wood refinishing and furniture repainting.

• Reconfiguration – optimize re-use of your furniture assets to meet changing work needs. This would include inventorying existing products; creating over/under balance to specify new product/parts requirements; dismantling and rebuilding existing products and applying new, existing, and/or stored products to implement furniture plan.

• Move Coordination – relocation services are coordinated with you, your contracted vendors, and the Steelcase dealer(s) and provide move strategy consultation, supply labels and workstation designation numbers, make available floor location map for movers, offer labor to implement small internal moves and manage large moves.

• In/Out – bringing furniture in or out of a warehouse or storage.

• Inventory / Asset Management – service typically includes full-service customer storage, inventory management, inventory-list maintenance, condition reports, and movement history. This could involve picking up, storing, repairing, inventorying, salvaging, and delivering products falling within the scope of this contract. Most dealers will use SnapTracker and/or bar coding as part of this service. The intention in using an Asset Management Contract is to promote the long-term efficiency of the Sourcewell contract by (among other things) extending the use and re-use of products. Asset Management Contracts cannot be created under this Contract unless they are executed within the authorized term of a contract resulting from this RFP.

The actual term of the Asset Management Contract may, however, extend beyond the expiration date of this Contract.

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• Electronic Ordering – with electronic ordering you can efficiently transmit orders, reports, invoices, etc., from your computer to your Steelcase dealers’ computer.

• Educational Seminars – most Steelcase dealers will conduct seminars concerning end user personnel training in proper and safe use of furniture, business trends and their effects in the workplace, end user education in ergonomic support tools and instruction in furniture care and maintenance.

• Emergency Services – some dealers offer emergency services including keys locked in desk, electrical failures, broken chair mechanisms, and any condition threatening safety or productivity.

9 What are your company’s expectations in the
event of an award?
In the event of an award, Steelcase's expectations are that Steelcase and Sourcewell would work closely to implement an aggressive go-to-market strategy for the new contract. Our Sourcewell contract has been central for Steelcase in SLED sector and we see significant potential to grow our business together in both the US and Canada.

Steelcase and Sourcewell would conduct joint kick off meetings at Sourcewell in Staples, MN and/or Steelcase in Grand Rapids to launch the new contract to Steelcase and Steelcase dealer sales to increase enthusiasm, awareness and knowledge, coordinated with press releases the to the marketplace. In addition, regularly scheduled webinars would be put in place on an ongoing basis to continue to train and market our Sourcewell contract to the Steelcase and Steelcase dealer sales organization.

*
Steelcase would continue to work to partner with other Sourcewell contract holders like National Cooperative Leasing and others in noncompeting segments to share ideas, collaborate, improve training and grow Sourcewell contract acceptance.

Internally and externally, Steelcase will communicate the award utilizing our Steelcase intranet Village site and Steelcase social media as appropriate.

We also expect we would establish a regular communication cadence for feedback and review on mutual contract progress and performance. The continuing goal is to provide superior total solutions and value to Sourcewell Members, promoting Membership while increasing contract utilization and growth.

10 Demonstrate your financial strength and
stability with meaningful data. This could
include such items as financial statements,
SEC filings, credit and bond ratings, letters
of credit, and detailed reference letters.

Upload supporting documents (as applicable)
in the document upload section of your
response.

Steelcase is financially strong and a fiscally responsible company, with fiscal 2019 revenue of $3.4 b illion. Our global revenue enables us to have the financial security and resources to stay at the forefront of the industry and serve our customers with a high level of service and innovation.

Please see Financial Strength and Stability T2.10 for more information, including our 2019 Annual Report and most recent SEC Filings.

*
11 What is your US market share for the
solutions that you are proposing?
Steelcase has the greatest global market share compared to other global market leaders that we’ve included as a graph in Additional Document T2.11. Steelcase is the global industry leader in scale and innovation. Additionally, based on our FY19 revenue, 72% of Steelcase’s revenue was in the Americas.

*
12 What is your Canadian market share, if any? Canada is included in our Americas market share, per our publicly reportable regions (Americas, EMEA, APAC, Other). *
13 Has your business ever petitioned for
bankruptcy protection? If so, explain in detail.

As a 100+ year old industry leading company with global operations, Steelcase Inc. naturally gets involved in periodic legal proceedings including contract disputes and other claims arising from time to time in the normal course of business. Steelcase business practices have been sound throughout our existence, and we believe there is no past, current, or contemplated future situation that would have any material adverse effect on Steelcase’s integrity, financial stability or reputation, or that should cause our customers concern regarding Steelcase’s overall business practices or continuing ability to serve them.

*
Please see Financial Strength and Stability T2.13 for the Dun and Bradstreet Report.

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Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
14 How is your organization best described: is it
your written authorization to act as a distributo r
with your sales and service force and with you r
Steelcase is a manufacturer. For over 100+ years, we’ve served the world’s leading organizations and supported their workplace needs. We design for a wide variety of customer needs through a comprehensive portfolio of architecture, furniture, technology and services.

Steelcase Account Management Kevin Loubert is the strategic and empowered single point-of-contact for Sourcewell and is accountable for the relationship Sourcewell Members hold with Steelcase. Kevin is responsible for the successful implementation and fulfillment of any resulting Sourcewell contract award and reports to Jeff Fredrickson, Director for Steelcase Government Solutions. Jeff works closely with Kevin to further enhance and promote the Sourcewell relationship. This continuity helps Steelcase maintain an emphasis on the contract requirements and bring management focus to the contract.

Additionally, Kevin has access to a breadth of resources, tools, and teams to support Sourcewell Members and their business objectives working with local Steelcase sales and participating Steelcase dealers. Kevin Loubert and Jeff Frederickson are both Steelcase employees. Steelcase Distribution

We operate through an extensive and experienced distribution network that allows us to deliver great experiences to our customers at both a local and global level. One of the main benefits of working with Steelcase is our reach and ease of doing business around the world. We offer the industry’s most extensive manufacturing, sales, service and research footprint with:

• 13 manufacturing facilities across three continents (6 in the Americas) • 70 offices in over 37 countries
• 750+ dealers over 800 locations worldwide (400 in US and Canada)

To serve our customers across North America and in several export markets, Steelcase has a network of 6 Americas manufacturing facilities. These plants operate in tandem with a network of seven regional distribution centers, or RDCs. All products are shipped from the plants to the RDCs, where they are consolidated into complete customer orders in preparation for delivery. Our RDC locations match up with the major population centers of the United States, while also giving us access to Canada and major cargo ports for our export markets.

*
The majority of our manufacturing and distribution teams are Steelcase employees.

Each Regional Distribution team has a third-party operated fleet that is dedicated to Steelcase loads and deliveries. The fleet drivers wear Steelcase uniforms and drive Steelcase branded vehicles.

Authorized Dealer Network

We make our products and services available through the largest, most experienced network of dealers in the industry. The Steelcase dealer network is comprised of 750+ dealers with over 800 locations around the world—400 of which are in the US and Canada. Steelcase dealers are committed to building long-term customer relationships, and they will serve as Sourcewell’s local, first-point-of-contact for all product, service, and warranty questions and requests.

Our dealers help us respond nimbly to the needs of our clients, and perform as a familiar, local partner. The Authorized Dealer Network is the standard operating procedure for Steelcase, and it’s how we go to market. The Steelcase Dealer Network manages day-to-day relationship with our customers, and we rely on them to represent our family of brands and optimize the customer experience. They are held to a high level of quality and service, and will perform installation, warranty work, and other valuable services to Sourcewell Member’s expectations.

While Steelcase Authorized Dealers are not direct employees of Steelcase, they go through a thorough evaluation and vetting process to ensure alignment and market viability. Because of the personal nature of each dealer appointment and the importance of continuing successful customer relationships, Steelcase assesses each dealer candidate, including the principal owner(s) of the business, along with the proposed management team, before appointing an Authorized Steelcase Dealer.

Any additional subcontracting would be performed according to your requirements.

Subcontractors must pass a qualification process and sign a master services agreement agreeing to Steelcase standards for quality and service delivery.

Please see Additional Document T2.14 for more information, including our global locations and complete dealer list.

15 If applicable, provide a detailed explanation
outlining the licenses and certifications that
Steelcase is subject to a variety of federal, state, local and foreign laws and regulations requiring registrations, licenses and certifications in pursuit of doing

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are both required to be held, and actually
held, by your organization (including third
parties and subcontractors that you use) in
pursuit of the business contemplated by this
RFP.
commerce and business in addition to many industry practices. We believe our operations are in substantial compliance with all.

Our products and operations carry a number of third-party verified certifications, reflecting our commitment to sustainability and dedication to delivering on our promises.

Global Standards + Reporting
• Carbon Disclosure Report
• Global Reporting Initiative Index (GRI)
• UN Global Compact

Americas
• BIFMA level certification program. As a partner in the development of the ANSI/BIFMA e3 furniture sustainability standard, we introduced the first level 3 certified product in the industry. Steelcase level certified products are accredited by third-party certifiers using a point-based system that spans social responsibility, energy use, materials selection and human and ecosystem health impacts. Currently, Steelcase has over 170 BIFMA level Certified products.

• Cradle to Cradle certification program. The Cradle to Cradle certification is an industry benchmark that we actively pursue to help designers and customers specify and purchase products to meet their sustainability goals. We offer more Cradle to Cradle Certified products than any other company in any industry globally. Currently, Steelcase has over 50 products certified under the Cradle to Cradle Certified Product Program.

• Forestry Stewardship Council Chain or Custody certification. Steelcase supports chain of custody programs as a way to ensure our customers receive wood from responsible sources. Our Wood Manufacturing Facility is FSC Chain of Custody certified to provide customers with FSC certified products.

• LEED certification program. We help customers leverage our product performance in the certification of their buildings through materials and resources, ergonomics, social equity in the supply chain, innovation in design, and low-emitting materials. Steelcase products can also contribute to WELL Building Standards (Air, Light, Fitness, Comfort, Nutrition, and Mind) and BREEAM (Indoor air quality, Acoustic performance, Environmental impact of materials, Responsible sourcing of materials, Material efficiency, and Waste management).

*
• SCS Indoor Advantage certification program. We pursue industry-independent, third-party testing and indoor air quality certification for many of our products and materials through the SCS Global Services' Indoor Advantage™ program. Currently, Steelcase has over 350 SCS Indoor Advantage certificates, which demonstrates compliance to ANSI/BIFMA criteria for low– emitting furniture, potential to provide credits toward the U.S. Green Building Council’s LEED certification, and compliance to compliance to California 01350, ASHRAE 189.1, and CHPS Collaborative for High Performance Schools Criteria for furniture.

• Canadian Electrical Standards. When applicable and required, Steelcase products are tested according to Canadian product performance standards. Often this testing is performed by an accredited agency or testing laboratory. For electrical components, Underwriter’s Laboratory is often utilized to certify that Steelcase product has been tested and met with Canadian agency approval. Steelcase product can then be marked as “c(UL)us LISTED.” Canadian authorities accept this c(UL)us listing as equivalent to CSA (Canadian Standards Association) approval. Canadian standards also require all safety warning labeling to be bilingual (English and French). Steelcase product warning labels are, therefore, marked as such with warnings in both English and French.

• ISO Certifications. Steelcase performs internal audits to verify compliance with the requirements of our management systems and certifications that include ISO 9001, ISO 14001 and ISO 17025 as well as OHSAS 18001. All Steelcase-owned manufacturing operations around the world have ISO 14001 registered environmental management systems. This certification assures we have a systematic way of managing our impact and risk with methods that meet internationally accepted criteria.

• E-verify. U.S. law requires companies to employ only individuals who may legally work in the United States – either U.S. citizens, or foreign citizens who have the necessary authorization. This diverse workforce contributes greatly to the vibrancy and strength of our economy. Steelcase verifies its compliance with this U.S. law and has registered with and uses the federal work authorization program commonly known as E-Verify. Steelcase E-Verify Company ID Number # 7685.

• Sustainable Facilities. Steelcase is proud of our sustainability initiatives and certifications. A number of our facilities around the world hold environmental

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accomplishments and certifications. In North America those facilities include our Learning + Innovation Center, Wood Products plant, Kentwood West plant, and our Global Business Center.

16 Provide all “Suspension or Disbarment”
information that has applied to your
organization during the past ten years.

As a company operating for over 100+ years, Steelcase Inc. has been involved in litigation, contract disputes, liens, and other claims from time to time in the course of business. Steelcase business practices have been sound throughout our existence, and we believe there is no current or historic situation that has any material adverse effect on Steelcase’s integrity, financial stability or reputation, or that should cause our customers concern regarding Steelcase’s overall business practices or continuing ability to serve them.

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17 Within this RFP category there may be
subcategories of solutions. List subcategory
titles that best describe your products and
services.

Please see Additional Document T2.17 for a matrix of our offerings to meet Sourcewell Members requirements.

We've included our subcategories in the response to T2.8 underneath each product category (office chairs, desks, lighting, etc.). A list of our services can also be found in question T2.8.

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Table 3: Industry Recognition & Marketplace Success

Line
Item Question Response *
18 Describe any relevant industry awards or 2019
recognition that your company has received • Ranked #1 in the Home Equipment and Furniture category on Fortune in the past five years Magazine’s 2019 “World’s Most Admired Companies” annual list • Placed 85th overall out of 300 top U.S. companies and 13th in the “Consumer

Goods’ sector in Newsweek’s first “Most Responsible” list for our positive efforts in environmental stewardship, social impact and corporate governance • SILQ received multiple design and innovation awards, including a Product Design Award in the prestigious Red Dot Awards
• Honored by the Women's Forum of New York for 30% of our board being made up of women
• Multiple industry awards at NeoCon, including Gold for Steelcase Flex and Steelcase Roam in their respective categories, Gold for Designtex Biophilia 2.0 in the Healthcare Fabrics category, and Silver for Metallic wallcoverings

2018
• NeoCon Best in Competition and Best Large Showroom • NeoCon Gold for our SILQ product and Best of NeoCon innovation award for our Mackinac product
• Fortune magazine’s 2018 “World’s Most Admired Companies,” earning third rank in the Home Equipment and Furnishings industry sector • Multinational finalist in the 2018 Circulars awards, an initiative of the World Economic Forum recognizing companies leading the way to a circular economy • Included in the 2018 World’s Most Admired Companies list by Fortune, earning

third rank in the Home Equipment and Furnishings industry sector • Multinational finalist in the 2018 Circulars awards, an initiative of the World Economic Forum recognizing companies leading the way to a circular economy • Recognition as a Winning “W” Company by 2020 Women on Boards, a national campaign to increase the percentage of women on U.S. company boards to

20 percent or greater by the year 2020, for the seventh year in a row. • A perfect 100 score in all categories on the Human Rights Campaign’s 2018 Corporate Equality Index, the fourth consecutive year
• A top 30 position as one of the largest 100% Green Power Users in the U.S., according to the EPA’s Green Power Partnership.

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• Member of CE 100, The Ellen MacArthur Foundation Circular Economy 100 2017
• Clean Corporate Citizen (C3) designation from the Michigan Department of Environmental Quality
• Recognized by 2020 Women on Boards as a 2016 Winning 'W' Company for DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 280
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
the sixth consecutive year
• Human Rights Campaign Foundation – Corporate Equality Index 100% • Silver Bicycle Friendly Business award, from the League of American Bicyclists (2017 - 2021)
• 2017 Analytics 50 honoree, a national recognition honoring organizations using analytics to solve business challenges, from Drexel University's LeBow College of business
2016
• Human Rights Campaign Foundation – Corporate Equality Index. 100% • Fortune magazine’s 2016 “World’s Most Admired Companies,” named for the tenth time
• 2016 Civic 50, honored by Points of Light as one of the 50 most community- minded companies in America
• Goodwill of Greater Grand Rapids Collaborative Partner Award for Steelcase’s assistance in the creation of Goodwill’s new Workforce Development office • 2016 Best and Brightest Sustainable Companies in Michigan, honored by the Michigan Business & Professional Association
• HR executive magazine, #34 in the top 50 companies most admired for HR:
people management, innovation and management quality
2015
• Steelcase named to Fortune Magazine’s Worlds Most Admired Companies list.

Respondents rate their industry peers and competitors on nine criteria: innovation, people management, use of corporate assets, social responsibility, quality of management, long-term investment, financial soundness, quality of products and services and global competitiveness. Steelcase was the only office furniture company
on the list.
• Human Rights Campaign Foundation – Corporate Equality Index. 100% 19 What percentage of your sales are to the
governmental sector in the past three
years
Steelcase sales to federal government agencies was approximately 3% of our consolidated revenue for FY2017-2019. *
20 What percentage of your sales are to the
education sector in the past three years
No vertical market represented more than 14% of Steelcase revenue. Please see Additional Document T3.20 for more information about the Steelcase vertical markets from FY17-FY19.

*
21 List any state or cooperative purchasing
contracts that you hold. What is the annual
sales volume for each of these contracts
over the past three years?
Our Sourcewell contract is our primary national cooperative contract Steelcase markets to state & local government entities, education, nonprofits, chosen as a national vehicle to maximize our effectiveness in reaching these entities.

Other cooperative procurement contracts that Steelcase holds:
• Educational and Institutional Cooperative (E&I)
• Vizient – Healthcare GPO
• Intalere – Healthcare GPO
• HPG – Healthcare GPO
• ROI – Healthcare GPO
• Premier – Healthcare GPO
• Green Health Exchange – Healthcare GPO
• NASPO Valuepoint
• GSA Contract – Federal Government
• BuyBoard
• State contracts: AL, AK, AR, CT, FL, GA, HI, ID, KS, LA, MN, MS, MT, NV,

NJ, NM, NY, NC, ND, OH, OR, PA, SC, TX, UT, WI

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22 List any GSA contracts that you hold. What
is the annual sales volume for each of these
contracts over the past three years?
Our Steelcase GSA contract is GS-27F-0014V. Steelcase also holds other federal government contracts as well. In fiscal year 2019, our sales to U.S. federal government agencies represented approximately 3% of our consolidated revenue which is consistent with fiscal years 2018 and 2017. $3.4 billion in revenue in FY2019.

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DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 281
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

Table 4: References/Testimonials

Line Item 23. Supply reference information from three customers who are eligible for Sourcewell membership.

Entity Name * Contact Name * Phone Number *
Larimer County Connie Gunter 970-498-5909 *
Tri-County Technology Center Eric Randall 918-331-3249 * County of San Diego Mindy Ripley 619-806-7921 *
County of Albemarle Sheila Hoopmann 434-975-9340
Francis Tuttle Vocational Technical Center Brenda Hoover 405-717-4248

Table 5: Top Five Government or Education Customers

Line Item 24. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years.

Entity Name Entity Type * State /
Province * Scope of Work * Size of Transactions * Dollar Volume Past Three Years *

Customer 1 Government District of
Columbia - DC
264 product lines $19,518 $219,502,675 *
Customer 2 Education California - CA 262 product lines $6,354 $86,102,262 * Customer 3 Government BC - British
Columbia
164 product lines $19,721 $26,090,588 *
Customer 4 Education New York - NY 201 product lines $11,414 $21,913,976 * Customer 5 Education California - CA 197 product lines $11,056 $19,214,910 *

Table 6: Ability to Sell and Deliver Service

Describe your company’s capability to meet the needs of Sourcewell Members across the US, and Canada if applicable.Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full- time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions.

Line
Item Question Response *
DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 282
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

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25 Sales force. Steelcase’s sales force is a unified effort between Steelcase sales—both at the corporate and local levels—and our Authorized Dealer Network. While each Steelcase dealer maintains its own sales force, the Steelcase sales representatives complement the market and work closely together to bring our customers quality solutions and unparalleled service.

Steelcase Sales Many Steelcase sales and support staff have a ‘home base’ in their l o employees— including over 375 salespeople. The Wor k • Atlanta, Georgia
• Boston, Massachusetts
• Chicago, Illinois
• Dallas, Texas
• Los Angeles, California
• Mexico City, Mexico
• New York, New York
• San Francisco, California
• Toronto, Canada
• Washington, D.C.

Additionally, our Global Business Center Headquarters is located in Grand Rapids, Michigan and has over 2,200 employees whose roles cross a variety of functions, including providing support to the sales field and dealers. Our Business Center in Monterrey, Mexico will also have teams that support Sourcewell Members.

Leading our sales efforts through a newly awarded contract would be Kevin Loubert.

He will serve as the primary point of contact for Sourcewell and accountability for Steelcase. Kevin has responsibility for the successful implementation and fulfillment of any resulting Sourcewell contract, if awarded. He reports to Jeff Fredrickson, the Director for Steelcase Government Solutions. Jeff works closely with Kevin to further enhance and promote Sourcewell and provide service to Sourcewell Members. This continuity has helped Steelcase maintain an emphasis on the contract requirements and bring management focus to the contract with Sourcewell.

In addition, any resulting Sourcewell award and contract would have the support of Jean-Marie Murphy, Vice President, leading our East Business Group as well as our government business segments. Jean-Marie has a solid history at Steelcase in sales as well as leadership of our Channel Development group. The combination of Jean- Marie's Sales and Channel experience, as well as her strong relationships in key markets make her a great fit to help us grow our volume with Sourcewell Members.

Jean-Marie will be an advocate of an awarded cooperative contract agreement with Sourcewell and bring Steelcase support where needed to leverage the contract to serve Sourcewell Members.

Each Steelcase dealer maintains its own sales force who work closely with Steelcase sales representatives throughout the selling process. The attention of our Steelcase sale force is fully focused on selling the entire Steelcase Inc. portfolio and Partner products being offered in this Sourcewell RFP proposal response. Here are a few additional facts about the sales support provided to Sourcewell and Sourcewell Members.

• We serve North American customers mainly through approximately 400+ Steelcase dealer sales locations

• We serve our dealers and customers with 375+ sales personnel in the U.S. and Canada which include sales representatives, sales management and sales support

• Both Steelcase and our dealers have specific sales representatives assigned to Sourcewell Member sectors as well as specialized workplace consultants in the higher education and healthcare segments

All Steelcase sales representatives and support personnel are employed by Steelcase and the dealer personnel are the employees of our independently owned authorized dealerships. However, the sales and service employees at Steelcase and our dealerships work to create a seamless experience for our customers.

Please see Additional Document T6.25 for more information, including the Steelcase team supporting Sourcewell.

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 283
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

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26 Dealer network or other distribution
methods.

The Steelcase Authorized Dealer Network is comprised of 400 dealer locations throughout North America and Canada. These local dealer teams have the capabilities and experience to execute large, complex projects consistently, within budget, and on- time. Our dealers provide the local point of contact and significant scalability to respond to large and important projects for Steelcase. Our dealers offer local knowledge, skilled labor, workplace installation, regional asset management, and other services that may include providing audio-visual technology, floor coverings, ceilings and more to satisfy customer projects and high expectations.

Steelcase is responsible for providing insights based, high quality, and innovative products to our dealers to meet the evolving needs of our customers and Sourcewell Members. Steelcase gives Sourcewell Members local, national, and international representation via our dealer network with over 800 locations worldwide – the industry’s strongest network of its kind. Each dealership utilizes its own sales and services force – supported closely by Steelcase – to provide Members with the specific services they require. As experienced business owners, dealers recognize that they can only be successful by fully meeting or exceeding their customers’ needs. To that end, they are committed to providing Sourcewell Members exemplary service in their local marketplace.

The relationship we have with our dealers is extremely unique—instead of signed agreements we have trusted long term relationships with our dealers and treat them as business partners. In fact, many of our largest dealers have been partners with Steelcase for more than twenty years. Because of the personal nature of each dealer selection and the importance of continuing successful customer relationships, Steelcase thoroughly assesses each candidate, including the principal owner(s) of the business and proposed management team, before appointed an Authorized Steelcase Dealer.

Once appointed to be part of our Authorized Dealer Program, Steelcase monitors performance throughout the year and dealers must meet annual performance goals in order to maintain their accreditation. We hold our dealers to a high level of quality and exceptional performance and will utilize all of our resources to ensure customer needs are met. Steelcase management conducts annual formal sessions with dealer management to identify any training or resource needs.

Steelcase also awards dealers as Platinum Partners when they standout for
exceptional service and extraordinary results. Steelcase grants this status to dealers that strongly engage with Steelcase, customers, and the community to deliver exceptional value.

While Kevin Loubert, Jeff Fredrickson and Jean-Marie Murphy provide the key leadership and management of our Sourcewell contract, Steelcase is proactively focused with our regional sales management teams, our 375+ Steelcase sales representatives and with our authorized Steelcase dealers on the Sourcewell Membership.

It has been a privilege for Steelcase and Steelcase dealers to work with Sourcewell and its Members delivering products and services. Our hope is to continue this level of support and service for Sourcewell by earning a new contract award.

Please see Additional Document T6.14 to access dealer locations.

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 284
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

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27 Service force. Over 400 Steelcase dealer locations—with approximately 5,300 dealer sales, sales management, installers and support staff located throughout North America—serve as our customers’ local, first-point-of-contact for all product, service, and warranty questions and requests. As experienced business owners, dealers recognize that they can only be successful by fully meeting or exceeding their customers’ needs. A significant percentage of the products sold by Steelcase dealers are the Steelcase and partner products being offered in this Sourcewell RFP proposal response. Most of our Steelcase dealer sales force attention is focused on selling the entire Steelcase Inc. portfolio and partner products we are proposing. They are committed to providing their customers exemplary service and to building long-term relationships with them.

To support our dealers in their customer service efforts, each dealer has dedicated Customer Service Representatives in the Order Fulfillment Team at Steelcase. In addition to their dedicated representatives, dealers and Sourcewell Members have access to a variety of Steelcase customer service experts by calling 1-888- STEELCASE. This toll-free number serves as the single point of contact for all dealer questions and to reach experts in:

• Billing Services
• Distribution
• Network Orders
• Sales Services
• Service Parts
• Problems, Complaints, and Warranty Issues

To further ensure that their customers have a positive experience:
• In-house experts receive specialized training from Steelcase (workplace consultants, designers, order entry, project management and installers) For example, there are approximately 1,700 dealer installers and on average, Steelcase provides additional training to more than 400 installers a year. If a Sourcewell Member did have their own installers, they could have access to Steelcase training, however, every third party must be sponsored by a dealer or Steelcase. We have provided examples of some of the courses Steelcase conducts in Additional Document T8.36.

• Documented project processes are in place to address every step from solution development to final installation

• Steelcase also provides easy online access to our product installation instructions 24/7 here: www.steelcase.com/installers/

Ensuring A Smooth Process

This is an example of the order process Steelcase dealer customer service representative employ. They use our Hedberg Data Systems, a fully owned subsidiary of Steelcase, which is tightly integrated with Steelcase's business systems. Hedberg ensures a streamlined order process and virtually eliminates order errors. Through EDI transactions Hedberg provides a constant, audited flow of your information. With this system, Sourcewell Members can:

• Receive electronic quotes, orders, invoices, and reports • Assign required delivery dates
• Add special delivery requirements
• Apply color coding if needed
• Include tagging, etc.
• Send the order to Steelcase via EDI.

Steelcase receives EDI orders Monday through Friday from 7:45am until 11:45pm, and Saturday at 6:45pm. Once Steelcase received the order in SAP, your representative will review the order to ensure your needs have been met. Additionally, your dealer will receive an acknowledgement via EDI the same time. Real time status of the order can be viewed via Web Tracks.

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 285
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

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28 Describe in detail the process and
procedure of your customer service
program, if applicable. Include your
response-time capabilities and commitments,
as well as any incentives that help your
providers meet your stated service goals or
promises.

Between your servicing Steelcase dealer(s) and Steelcase Account team, Sourcewell Members will have access to a wide breadth of teams and resources to meet your needs—all of whom will apply a high level of customer service. Response times vary depending on scope of issue, yet Steelcase and your dealer will work quickly and efficiently towards a prompt resolution. An example of customer service teams and processes are listed below:

Steelcase Order Fulfillment Team (OFT). Steelcase dealers have dedicated customer service representative teams based our Business Center Headquarters in Grand Rapids, Michigan. The OFT links Steelcase and dealers to provide Members timely order and delivery information, keep Members up to date on project status and provide value-added services to make sure project requirements are met.

Customer Service Availability. Most Steelcase teams are available from 8am-5pm Monday through Friday. Kevin Loubert, the Sourcewell Account Manager can delegate issues/tasks to Steelcase or dealer team Members to ensure your needs are met quickly and efficiently, even outside of normal business hours. Once an order has been processed, the dealer will follow up with Steelcase to ensure purchase orders have been received and there are no questions or delays. The dealer will update any status reports, monitor lead times and ship dates, and identify any potential problems with deliveries.

Additional responsibilities include:
• Prepare quotations, provide information to set up new vendors, and place orders and ensure accuracy—all in our operating system, Hedberg • Track order, contact vendor as necessary to obtain ship dates • Verify order acknowledgements from vendors
• Prepare status reports
• Schedule delivery and installation with our operations team • Coordinate truck schedule with the manufacturer
• Resolve processing of Completion Report orders in a timely fashion.

Warranty Claims. In the event that you receive a Steelcase product that is freight damaged, malfunctions or requires warranty service, Steelcase has a plan in place to make sure issues are resolved quickly and to your satisfaction. To place a service request, first call the selling participating Steelcase dealer. The Member servicing dealer will evaluate the defect and the product’s manufacturing date to determine warranty coverage under Steelcase Warranty Policy. The issue will be explained in detail to the OFT representative by the servicing dealer and they will submit a request for a replacement product and/or part, if necessary. Steelcase will provide the servicing dealer with the product or replacement part, and the servicing dealer will deliver and install it swiftly and at no charge to the Member.

Issue Escalation. All significant issues are directed to the manufacturing location or distribution center from where the issue originated. The in-plant teams work to conduct investigations and drive root cause corrective actions to eliminate issues from occurring again in the future. Plants produce monthly reports on their top contributing complaints and the corrective action project plans to address the issues.

There are three levels of escalation to address issues of varying complexities:

• Level 1: Quality Solutions Team handles roughly 85% of quality claim data • Level 2: Customer Satisfaction Leaders who are experts on plant process handles the next 10% of volume
• Level 3: Field Quality Project Managers handle the most difficult 5% of claims, often in need of traveling to site to understand issues and troubleshoot. • Each level handles increasingly more difficult claims, with level one being the easiest and level three the hardest. Sourcewell Account Manager, Kevin Loubert, will step in to navigate and rectify any issues that are not resolved by the three-level escalation process.

Ongoing Quality Assurance. To closely monitor our quality initiatives, Steelcase has a management tool that integrates each area of the company and shows how processes are impacting one another. This tool, called the Steelcase Lean Management System allows us to see where we’re going and monitor all operating functions to ensure everything is running smoothly. Management watches performance indicators regularly to ensure that Steelcase’s reputation as a quality manufacturer remains intact.

Our quality system tracks several key, customer-centered metrics:
• Defective parts per mi llion and splits parts per million • Perfect orders delivered on time
• Response to customer complaints
• Ability to say yes to requested delivery dates.

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 286
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
29 Identify any geographic areas of the United
States or Canada that you will NOT be fully
serving through the proposed contract.

Steelcase and our dealers have been serving ALL geographic areas and Sourcewell market segments of the United States and expanded into Canada over the past five years. We are eager to continue serving all geographic areas and plan to continue to develop new strategies to grow our reach with this proposed contract to Sourcewell Members in the United States and Canada.

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30 Identify any Sourcewell Member sectors (i.e.,
government, education, not-for-profit) that you
will NOT be fully serving through the
proposed contract. Explain in detail. For
example, does your company have only a
regional presence, or do other cooperative
purchasing contracts limit your ability to
promote another contract?
Please see our response to T6. 29. Steelcase will offer and promote an awarded contract of comprehensive solutions to all Sourcewell Member segments and Sourcewell defined verticals.

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31 Define any specific contract requirements or
restrictions that would apply to our Members
in Hawaii and Alaska and in US Territories.

All shipments to Alaska and Hawaii (and the US Islands if and when they become a viable option to be included) will be shipped F.O.B. factory; freight prepaid, and allowed to port of embarkation. Steelcase reserves the right to select shipping method and the port of embarkation. All charges beyond the point of embarkation are to be quoted by and payable to the dealer.

For Alaska and Hawaii (in the United States), additional freight charges apply and will be quoted upon request. For deliveries in Alaska and Hawaii (in the United States) and the Northwest Territories, Nunavut and Yukon (in Canada), a service charge equal to five percent (5%) of list price shall be assessed for Orders up to $200,000 list price. The service charge for orders above $200,000 list price shall be negotiated.

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Remote Location(s) Installation & Service: Any location outside of a 25-mile radius of the Steelcase dealer’s location(s) are considered remote. Upon request, the dealer would provide a NOT TO EXCEED estimate with respects to travel, per diem, lodging and equipment rental, if needed, at the time of project quotation. Member would pay ACTUAL invoice of these items upon verification of the fees. For the Northwest Territories, Nunavut and Yukon (in Canada), additional freight charges apply and will be quoted upon request.

Table 7: Marketing Plan

Line
Item Question Response *
DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 287
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
32 Describe your marketing strategy for
promoting this contract opportunity.

Upload representative samples of your
marketing materials (if applicable) in
the document upload section of your
response.

Should Steelcase be fortunate enough to receive a Sourcewell award, we would immediately take the following steps over the first ninety (90) days to proactively launch our agreement:

• Develop a comprehensive launch package for Steelcase dealers that includes a Sourcewell overview including key positioning points, Sourcewell-Steelcase agreement highlights, pricing overview, Sourcewell Membership information, and a detailed Participation Letter which must be signed and returned to Steelcase prior to being added to the Agreement as a Steelcase Subcontractor/authorized participating dealer.

• Communicate broadly to Steelcase dealers via our intranet regarding the scope/availability of the Sourcewell-Steelcase agreement.

• Host webinars with Steelcase Dealers and Sourcewell representatives to review the agreement, terms, Membership specifics, Sourcewell marketing/sales support, and key targets by region.

• Establish a regular cadence of communication between Steelcase POC and Sourcewell Contract Administrator to include frequency of business reviews, protocols for communication engagement between Sourcewell, Steelcase, and Steelcase dealers, and guidance for issue resolution.

• Work collaboratively with Sourcewell to craft and release press release statements regarding our new agreement and who can utilize this agreement moving forward.

• Post summary information of the Sourcewell-Steelcase relationship on our public website. Complete agreement information including pricing, terms, Member information, and dealer Participation Letters will be loaded to our Steelcase Village intranet site.

• Work proactively with Sourcewell to craft relevant co-branded marketing materials that elaborate on the nature of our relationship, the scope of our agreement, and the process by which clients may procure Steelcase solutions through the Sourcewell-Steelcase agreement.

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• Steelcase will continue to regularly attend national, regional, and supplier-specific trade shows and expos on an annual basis to grow awareness and business in the SLED segment.

• We will work collaboratively with Sourcewell to develop relevant promotion materials that will help both Steelcase and dealer sales representatives best position Sourcewell and the value of the Sourcewell-Steelcase agreement to prospective clients in the sectors Sourcewell serves.

• Steelcase will create a Sourcewell sp ecific page on our Village intranet site which contains all the items listed above. For confidentiality purposes, we will not post these items on our public Steelcase.com site where competitors may freely view them. Steelcase will provide Sourcewell with multiple layers of communication touch-points during our post- award kick-off meeting. Anything pertaining to the Sourcewell agreement will be directed to our agreement owner, Kevin Loubert. Project-specific questions from sector clients would first be directed to one of our local participating Steelcase dealers. Should there be a need for further escalation, Kevin Loubert would be the next point of contact.

• Steelcase will work collaboratively with Sourcewell post-award to develop a list of priority accounts/opportunities based on the current Sourcewell Membership list. We will also follow-up on all leads provided by Sourcewell in a timely way. Steelcase has many branded sales materials, all Steelcase brochures, cut-sheets, and technical specification documents with which we market and promote our offering to these sectors. A few of those are attached and most are available electronically, 24/7 via www.steelcase.com.

Please see Marketing Plan/Samples T7.32 for more information, including the Value of Steelcase Cooperative Purchasing, state and local government capabilities, and Active Learning space insights and applications.

33 Describe your use of technology and
digital data (e.g., social media,
metadata usage) to enhance
marketing effectiveness.

Steelcase utilizes multiple technology and digital platforms to market our comprehensive offering to all market segments. The specific state and local government homepage on our public site provides valuable information to prospective customers looking for furniture solutions and Sourcewell. Similarly, the “Steelcase Village” intranet site provides even more specific information to our Steelcase and dealer sales force, giving them tools they need to serve our Sourcewell sector customers using the Sourcewell contract. Marketing a new Sourcewell national contract, should we be awarded, would include using the “Steelcase family of brands” social media accounts, to provide the broadest possible reach. These platforms allow us to learn, collaborate and share broadly to a growing audience using technology as a primary source of information.

Steelcase North America
• Facebook: It’s the largest social media platform in the world with over 2. 4 billion DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 288
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
users.

• Twitter: The microblog news flash of our digital lives that keeps us connected in 140 characters or less creates a forum for discussion.

• Pinterest: Pinterest is one of the fastest growing social media networks posting images of design inspiration, global office trends or other useful knowledge.

• Instagram: Instagram is a quick and easy way to snap an instant memory. #Steelcase helps leading organizations – in business, healthcare and education – create the places that can unlock the promise of their people.

• Steelcase TV on YouTube: We have some great video clips on YouTube that are worth promoting, and our Sourcewell contract would be a great addition. They are short, well-made and are statistically more likely to be watched than a brochure is to be read.

• LinkedIn: It’s replaced the business card rolodex as the dominant tool for professional networking, and it will improve networking opportunities among current and prospective Sourcewell Members.

All of our social media accounts can be found by searching ‘Steelcase’ in the respective mediums. Please note that our YouTube account is under Steelcase TV.

Steelcase Education – reaching the education audience
• Steelcase Education Facebook - Search Steelcase Education • Steelcase EDU on Twitter - Search SteelcaseEDU
• Steelcase Education Playlist – YouTube - Search Steelcase Education • Education Insights & Ideas on Pinterest – Accessible via pinterest.com/steelcase/education-insights-ideas/

Coalesse – reaching the ancillary spaces audience
• Coalesse Facebook – Search Coalesse
• Coalesse Twitter - Search Coalesse
• Coalesse Pinterest: Link - Accessible via pinterest.com/coalesse/ • Coalesse Instagram - Search Coalesse
• Coalesse YouTube - Search Coalesse Furniture
• Coalesse LinkedIn – Accessible via linkedin.com/company/232502

Turnstone – reaching the ancillary spaces audience
• Turnstone Facebook - Search Turnstone
• Turnstone Twitter - Search My Turnstone
• Turnstone Pinterest - Accessible via pinterest.com/myturnstone/ • Turnstone Instagram - Search My Turnstone
• My Turnstone YouTube - Accessible via tv.myturnstone.com/ • Turnstone LinkedIn - Accessible via linkedin.com/company/1537474

Polyvision
• Polyvision Facebook - Search Polyvision Corp
• Polyvision Twitter - Search Polyvision
• Polyvision Pinterest – Accessible via pinterest.com/steelcase/ • Polyvision LinkedIn - Accessible via linkedin.com/company/polyvision/

It is no longer enough to simply market to just the end consumer; it has become increasingly important to market to both current and potential Sourcewell Members and influencers in many platform areas. Social media engages with a variety of influencers and can strategically help us connect with them. In addition, Steelcase works with our Steelcase dealers to assist in their marketing efforts and extend reach.

Our Steelcase Co-Marketing program aims to help dealer partners use and share the Steelcase brand and story in local markets, while supporting access to customers to relevant experiences, touchpoints and support materials.

Steelcase helps dealers in reaching your customers and influencers in a convenient way that informs and inspires. Each quarter, dealers can take advantage of compelling information they are able to share with audiences – from workplace research and insights, to product news, thought-provoking podcasts and articles and more. Steelcase provide articles and visuals for each dealer to build an eNewsletter on whatever platform they choose (Constant Contact, HubSpot, Mail Chimp, etc).

Steelcase Dealer Social Media: The Dealer Social Media program aims to help dealers grow their online following, connect with customers and other key audiences to share relevant information.

Dealer Digital Transformation includes the implementation of these important technology initiatives:

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DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 289
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
• Reinvention of the Hedberg System to a modern, cloud-based platform focused on core functionality

• Creation of a website for customers to get quote and order status and subscribe to receive notifications when updates occur

• Development of an integration platform (Dealer Connect) to tie critical dealer business technologies together at the data level

34 In your view, what is Sourcewell’s role
in promoting contracts arising out of
this RFP? How will you integrate a
Sourcewell-awarded contract into your
sales process?
Sourcewell’s role is to continue to demonstrate the highest level of integrity, business practices, and ethics with their Members and vendors, growing Membership while providing best in value solutions to their contract users. We would see Sourcewell working collaboratively with Steelcase to provide the highest level of service to Members to grow contract awareness and utilization via marketing materials, tools, social media, training, trade show participation and direct Member contact.

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DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 290
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
35 Are your products or services available
through an e-procurement ordering
process? If so, describe your e-
procurement system and how
governmental and educational
customers have used it.

Steelcase dealers work on a common business platform called Hedberg Business Management System, wholly owned by a subsidiary of Steelcase. This system supports the entire sales, planning, order management, receiving, warehousing and financial management life cycle.

Through Hedberg, Steelcase Authorized Dealers can:

• Create a direct link between the designers’ drawing and the corresponding quote • Automate and manage all discount levels supplied to Sourcewell • Color code sections of the order to efficiently manage the staging of a project while maintaining a tight projects schedule

• Convert the quote into an electronic order that connects directly to the manufacturing process

• Manage all deficiency reorders and track metrics to measure performance.

The Hedberg system also allows Steelcase Authorized Dealers to electronically and
proactively manage product lead times by individual product. The lead time for every item is provided—based on the actual order at the manufacturing facility—and can be run many times throughout the quote and post-order stages. This ensures we properly align any reservation dates and logistical requirements regarding the quote, such as overall cubage and delivery groupings.

The Hedberg platform would require a single enablement for each Member. Steelcase is responsible for the software development, hosting, implementation management, and all technical aspects of site setup, configuration, integration, and testing. Dealers are responsible for local content definition and management of catalogs plus additional content/customization in support of each Member.

Steelcase also offers our eBusiness web-based solution to simplify the furniture procurement process. eBusiness enables Sourcewell Members to more effectively manage a range of facility management tasks through a customizable portal. Since it is integrated with our business and inventory solutions, Members will find options to easily collaborate with teams, simplify purchasing, monitor performance, and manage inventory.

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With eBusiness, we have found that our customers:
• Save valuable time through easy access and management of information • Visualize solutions quickly and create effective workspaces • Streamline the product and service purchase process—saving time and money • Improve and simplify the management of furniture assets.

We are continuously improving our technology and how we support our customers. Recently we expanded and built upon our current customer platform to create Steelcase Exchange.

This platform is designed to bring the consumer experience of on-line shopping platforms to our business customers.

Steelcase Exchange enhances the experience for both Sourcewell’s employees and program managers in the following ways:

• Easily accessibility from a link within your intranet site • Streamlined self-registration
• Automated password reminders for reduced administration • Rich information to increase understanding about product and process, which will lead to making transactions with greater confidence

• Efficient checkout and secure credit card handling • Shopper friendly order confirmations, status, and transaction receipts The Steelcase Exchange platform has been integrated with customers using Ariba, BuySpeed, eMars, Lawson, CGI Advantage, Coupa, Exostar, Jaggaer, Oracle, Peoplesoft, Prodigo, SAP, Tyler Munis, VITG, Workday, as well as custom cXML and OCI Based systems.

Please see Marketing Plan/Samples T7.35 for more information, including eProcurement and eBusiness capabilities.

Table 8: Value-Added Attributes
DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 291
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

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Item Question Response *
36 Describe any product, equipment,
maintenance, or operator training
programs that you offer to
Sourcewell Members. Include
details, such as whether training is
standard or optional, who provides
training, and any costs that apply.

Steelcase and our dealer network provide a variety of training and educational programs for Sourcewell Members. We’ve included a list of examples below and are happy to discuss more opportunities with Sourcewell. Costs for dealer services may vary depending on scope and nature of agreement.

Move-in Experience. Steelcase and our dealers want Sourcewell Members to feel comfortable and excited about their new space. We can offer assistant through the pre-move, move, and post-move processes with a variety of tools to contribute to a successful move-in experience.

Tools can include a pre-move calendar, move booklets, signage templates, move and post- move product demonstrations, and access to web-based instructional videos. Costs are dependent on the servicing dealer agreement and the level of move-in engagement. Please note that if the move-in experience is part of an Applied Research + Consulting engagement, it is not subject to additional fees.

Educational Seminars. Most Steelcase dealers will conduct seminars about proper and safe use of furniture for end-users. Additional educational topics could include business trends and their effects in the workplace, end-user education in ergonomic support tools, and instruction in furniture care and maintenance. These seminars are subject to an added cost and can be determined prior to any purchase.

Training Videos. Steelcase can provide Sourcewell Members with online instructional videos that demonstrate how to adjust your new furniture and use all settings and features appropriately. Training collateral, such as videos, are included as part of your purchase.

Cleaning and Care. Steelcase provides cleaning instructions that can support a wide range of protocols depending on the environment our products are located, such as an office, hospital, or education facility. Our high-performance materials support cleaning protocols with bleach, virox, and other hospital grade disinfectants.

Ergonomic + Wellbeing Training. Steelcase has an in-house, board certified professional ergonomist—along with a number of field specialists and sales support personnel—who can provide hands-on training to assist employees with the proper use of ergonomic products. *
Our Ergonomist and Wellbeing Consultants can provide insights and services related to:
• Ergonomic science and the conditions for physical, cognitive, and emotional wellbeing • Workplace solutions that contribute to a comfortable environment • Applications designed to promote worker wellbeing, engagement, and productivity • Proper use of solutions, including positioning of monitor supports, how to correctly adjust and use specific task chairs, and the importance of changing posture during the workday

• Ergonomic and wellbeing training are subject to an additional cost and can be determined prior to purchase.

Dealer Training. Steelcase offers exclusive training opportunities to dealer personnel and dealer-sponsored participants through Steelcase University. Courses include: Systems & Component Installation Training which is focused on sequential systems installation; Sales and Design Installation Training where participants learn how to properly install all Steelcase products and how to perform warranty and reconfiguration work in the field; and Lead Installer Training where participants learn to be better leaders through managing capital, building teams, coordinating projects, understanding building codes, reading prints, and training other installers. Our dealers are required to maintain certain standards in order to be considered a Steelcase Authorized Dealer and to work with our customers. Sourcewell Members are not expected to provide payment or reimbursement for dealer training.

Please see Additional Document T8.36 for more information, including lead installer training.

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 292
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

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37 Describe any technological
advances that your proposed
products or services offer.

At Steelcase, we believe a thoughtfully designed ecosystem of interconnected and interdependent spaces supports employee wellbeing, provides a range of destinations and technologies, and enables and encourages the ways people create. When designing these workspaces, we focus on people, place, choice + control and technology.

Steelcase has an entire suite of products that focuses on technology tools that support both employee productivity and workplace performance. This suite is called Smart + Connected and it provides our customers with digital wayfinding, room scheduling, smart collaboration, and workplace analytics. Some technologically advanced and integrated products we offer include:
• The Steelcase Rise app elevates the height adjustable experience. It brings personal presets to any desk with an Active Touch controller, provides subtle reminders to change posture and tracks activity toward wellbeing goals.
• media:scape brings together people, space and information. This integrated tool boosts collaboration and allows participants to access and share digital information equally, quickly, and seamlessly.
• Flex Mobile Power is a portable and lightweight charger designed and developed in collaboration with Anker, a global leader in charging technology. It is the first of its kind enterprise-level mobile power solution for the workplace. This latest innovation combines deep knowledge of how work and the workplace is changing from Steelcase with Anker’s expertise around the future of consumer technology and charging devices. • Steelcase Workplace Advisor Subscription is an integrated system of embedded sensors that provides use trends over time for collaborative spaces. Armed with this kind of information, organizations and their design partners can make decisions about how to use their valuable real estate based on real data. It empowers our customers to measure the effectiveness of the workplace, and improve it based on easy-to-understand, actionable data accessible through an online dashboard.
• Steelcase Workplace Advisor Study includes the Steelcase installation temporary sensors This study provides decision- making assistance prior to a major capital investment or can h e • Steelcase and Microsoft have also been working together since 2017 to explore how a thoughtfully-designed ecosystem of places and devices can support the new ways teams and individuals are working.

We’re excited to collaborate, learn about unique work environments, and integrate real, measurable data into the best solution for Sourcewell Members.

Please see Additional Document T8.37 for more information, including examples of Smart + Connected ecosystems.

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 293
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
38 Describe any “green” initiatives
that relate to your company or to
your products or services, and
include a list of the certifying
agency for each.

Steelcase continuously identifies ways to reduce material inputs and finds alternative end-of- u s
stewardship are through the products we create, the ways we operate, and the investments w e

Some areas we focus on include:
• Ensuring Material Health: As a leader in our industry, our materials chemistry practice assesses materials to understand their potential impacts on human and environmental health.

We've assessed over 1,800 materials and are actively working with our supply chain to phase out materials of concern, developing suitable alternatives where they may not yet exist.

• Optimizing Product Life Cycles: Steelcase measures a product’s impact on the environment and human health at every phase to uncover opportunities to improve. We design products for circularity by avoiding and eliminating materials of concern, optimizing performance throughout the life cycle and for remaking, recovery, and end of life strategies.

• Environmental Footprint Reductions: Since 2001, Steelcase’s public goals are aimed at reducing our global environmental footprint. Thanks to teams of dedicated employees and our ISO 14001 Environmental Management System, we’ve made great strides in significantly reducing our VOC emissions, energy use, water consumption and waste output.

• End-of-Use and Recycling Programs. Steelcase offers a variety of end-of-use asset redeployment solutions, such as: selling surplus assets in the secondary market through our extensive broker network; matching surplus assets with non-profit organizations; reclaiming value from assets that have reached their ‘end-of-life’ through recycling to best environmental practices; and composting/incinerating assets that have reached their ‘end-of-life’ as an alternative to landfill disposal when items do not have other viable means of redeployment.

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• Investing in our Local Environments: We work closely with community organizations to extend their offerings and further their impact. By focusing on initiatives that benefit our local environments--including partnering with schools to develop sustainability curriculum—we work to develop the next generation of scientists equipped to study and solve for the biggest design challenges facing our human and environmental ecosystems today.

• Investing in Renewable Energy: We’re investing in renewable energy equivalent to 100% of our global electricity consumption. We’ve also executed a 12-year VPPA for 25 megawatts of wind power, making up nearly half of Steelcase's renewable energy purchases and directly supporting the construction of a new clean energy facility and local jobs.

• Environmental Footprint Reductions: Since 2001, Steelcase has had public goals aimed at reducing our global environmental footprint. We’ve made great strides in significantly reducing our VOC emissions, energy use, water consumption and waste output.

• Sustainable Procurement Strategies: Helping our customers to succeed in their businesses and meet their sustainability goals is a driving force at Steelcase. We believe that providing the best solutions for our customers begins by ensuring they’re the best solutions for our environment. That’s why every step of the way – through design, manufacturing, delivery and product lifecycle – we consider the impact of our work on people and on the environment and uncover opportunities to make things better.

Please see Additional Document T8.38 for more information, including our Corporate Sustainability Report.

39 Identify any third-party issued eco-
labels, ratings or certifications that
your company has received for the
equipment or products included in
your Proposal related to energy
efficiency or conservation, life-cycle
design (cradle-to-cradle), or other
green/sustainability factors.

Steelcase products and materials are certified to several third-party standards including:
• BIFMA level®
• Cradle to Cradle®
• Forestry Stewardship Council (FSC) Certification
• SCS Indoor Advantage™
• LEED certification
• U.S. EPA Green Power Partnership

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Additionally, Steelcase has:
• Over 45 Environmental Product Declarations
• Evaluated over 1,800 materials in our product portfolio against more than 20 human and environmental health indicators
• Designed for circularity which further optimizes performance throughout the life cycle and for remaking, recovery, and end of life strategies.

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 294
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

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40 Describe any Women or Minority
Business Entity (WMBE), Small
Business Entity (SBE), or veteran
owned business certifications that
your company or hub partners have
obtained. Upload documentation of
certification (as applicable) in the
document upload section of your
response.

While Steelcase is not a certified as WMBE, SBE, or veteran owned, we are committed to diverse channels around the world and our Supplier Diversity program has been in place since 1991. Our Supplier Diversity vision is to grow, develop, and retain our diverse businesses by creating the best supplier diversity program that surpasses the requirements of our industry and customers. We focus on promoting the growth and development of minority- owned, women-owned, service veteran-owned as well as service-disabled veteran-owned businesses and HUBzone in the United States by integrating them into our procurement process.

We participate in trade shows, conferences, networking events, customer showcases and meetings of associations representing diverse businesses to share information and best practices. We hold regular supplier conferences to exchange best practices. We work with our suppliers to monitor and grow performance through a system of common metrics on a daily, weekly, monthly, and quarterly basis.

In order to seek out and utilize diverse suppliers, Steelcase engages with a variety of organizations and maintain relationships with diverse business associations, as well as small business associations, including National Minority Supplier Development Council, Michigan Minority Supplier Development Council, Michigan Chamber of Commerce, Michigan Manufacturers Association, The Right Place, Inforum Michigan, Business Leaders for Michigan, The Grand Rapids Area Chamber of Commerce, and National Veteran-Owned Business Association.

Please see WMBE/NBE/SBE or Related Certificates T8.40 for more information, including our Diversity Supplier Spend.

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 295
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
41 What unique attributes does your
company, your products, or your
services offer to Sourcewell
Members? What makes your
proposed solutions unique in your
industry as it applies to Sourcewell
members?
One of the reasons our customers choose to do business with Steelcase is because they trust us. They trust our ability to translate research into workplace insights, perform at a consistently elevated level, develop products that meet evolving workplace needs, leverage our team to deliver great experiences and our willingness to assess ourselves critically for improvement opportunities.

We are focused on creating a great experience for Sourcewell Members wherever work happens. We leverage our knowledge in the industry to grow and learn alongside our customers. By learning from our customers—what they value, what their pain points are, how they view the workplace—we can create a truly customized workspace that inspire and engage.

Listed below are just a few ways Steelcase helps people perform better at work and why Sourcewell Members can trust Steelcase as a partner:

Commitment to Research. Steelcase invests heavily in research, design and developmental activities to better understand the needs of individuals, teams, and organizations. Our global research is a combination of user observations, feedback sessions and sophisticated analyses. To expand and deepen our understanding of how people work, we maintain collaborative relationships with external world-class innovators, including leading universities, think tanks and knowledge leaders. These relationships and insights help us develop social, spatial and informational insights into work effectiveness for our customers.

New Products + Enhancements. Our dedication to innovation and research is reflected in the ever-evolving intelligent design of our products and philosophies. Our portfolio continues to grow as we find new ways to support and positively impact the workplace. This investment has accelerated in the last two years, with over 80 new products, enhancements, and extensions added to our portfolio just last year. Some of our new product offerings include simpler workstations, ancillary and informal areas, and innovative products at a broader range of price points.

Ancillary Spaces. Our journey in the ancillary market spans several decades. Over the years, we have designed our own products to fill and augment the in-between spaces throughout a workplace. We’ve also developed brands like Coalesse and Turnstone to response to growing ancillary needs. In the past few years we’ve established partnerships with other companies to increase the breadth of our offering, and we’ve acquired companies like Orangebox, Smith System, and AMQ to further enhance our portfolio.

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Continuing Education. Our Continuing Education Units (CEUs) are focused around our active learning principles, how universities can increase student engagement, and discovering ways to add value as it relates to space and applications. Developed for the architecture and design community—including firms and internal staff—CEUs can also benefit educators who are interested in active learning research. These courses are conducted in-person by a Steelcase employee who has achieved certification through a mandatory course and a mastery test.

Applied Research + Consulting. Through a team of experienced of consultants, ARC brings deep knowledge to our customers and delivers benefits that typically include alignment of the workspace strategy, business strategy and desired behaviors; validation of how people work and interact with others—and their work environment; a co-created, integrated solution that supports the business direction; development of higher performing solutions; and employee and leadership buy-in for the proposed solution

Workplace Tools + Resources. Through a combination of asking, observing, and creating experiences to bring a deeper understanding of the explicit, tacit, and latent needs to be uncovered. WT+R can host discovery exercises and collaborative situation workshops with Sourcewell Members that focus on understanding workplace issues of your organization and user needs. They also offer concept reviews of applications that help our customers to visualize the ways Steelcase products can support specific workplace needs in place, posture, and control.

For Sourcewell Members. With our research and insights about the workplace, we are able to deliver solutions that address real workplace challenges for Sourcewell Members. Through our combination of acquisitions, partnerships and internal product development, we have broadened our market and can provide Sourcewell Members greater choice and a supportive work experience.

Please see Additional Document T8.41 for more information, including new product enhancements and an overview of our Applied Research + Consulting team.

42 Identify your ability and willingness
to provide your products and
services to Sourcewell member
agencies in Canada.

Steelcase has the capacity, capability and willingness to service all provinces, local municipalities and any other qualifying Sourcewell Members in Canada, as long as the laws and statues allow for such a cooperative contract to be used by Sourcewell Member entities.

As the largest furniture provider in the world, Steelcase offers the same extensive coverage in Canada as we do in the U.S. through our Steelcase sales force and authorized dealer network.

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DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 296
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

Table 9: Warranty

Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below.

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Item Question Response *
43 Do your warranties cover all products, parts, and
labor?
The Steelcase Limited Lifetime Warranty provides consistent coverage for both parts and labor for Steelcase products.

Please see Warranty Information T9.43 for more information, including Steelcase warranty and the warranties for our partners.

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44 Do your warranties impose usage restrictions or
other limitations that adversely affect coverage?
The Steelcase warranty prorates warranty coverage regardless of shift usage.

Steelcase doesn’t limit warranty coverage to single shift only—and we offer 24/7 coverage.

Please see Warranty Information T9.43 for our partner warranties and information regarding usage for their products.

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45 Do your warranties cover the expense of
technicians’ travel time and mileage to perform
warranty repairs?
In the Americas, Steelcase and our Dealers do not charge customers for labor or associated expenses. Steelcase reimburses the Dealer for travel and labor expenses. Steelcase will pass along any warranty with respect to Partner Products.

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46 Are there any geographic regions of the United
States (and Canada, if applicable) for which you
cannot provide a certified technician to perform
warranty repairs? How will Sourcewell Members in
these regions be provided service for warranty
repair?
Certified technicians are available in all regions across the Americas and Canada.

If a Sourcewell Member receives a Steelcase product that is freight damaged, malfunctions or requires warranty service, Steelcase has a plan in place for warranty service. To place a service request:

1. Call the servicing Steelcase dealer.

2. The servicing dealer will evaluate the defect and the product’s manufacturing date to determine if it’s covered under Steelcase Warranty Policy. The dealer will then contact Stee lcase and explain the issue to the Order Fulfillment Team representative.

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3. The servicing dealer submits a request for replacement product and/or parts to the Order Fulfillment Team representative. (Products, such as pneumatics cylinders, controls, lock cylinders, fasteners, hardware, screws, etc., are carried in service vehicles, so that any defects in these can be taken care of during one service call.)

4. Steelcase will provide the dealer with the product or replacement part.

5. The dealer will deliver and install the new product or part swiftly and at no charge to Sourcewell.

47 Will you cover warranty service for items made by The Steelcase Warranty does not cover other manufacturers’ products. other manufacturers that are part of your proposal,
or are these warranties issues typically passed on
Steelcase shall pass along any warranty it receives with respect to other manufacturers’ branded products, including Bolia, Emu, Carl Hansen, FLOS, * to the original equipment m anufacturer? Mitchell Gold + Bob Williams and others. 48 What are your proposed exchange and return
programs and policies?
All Steelcase products are manufactured to your specifications and, therefore, are not subject to return. Non-conforming products will be repaired or replaced at no charge to you. A product is considered non-conforming if it is defective or if it fails to comply with information published in the Steelcase Specification Guide or your purchase order. Replacement orders for nonconforming products are processed immediately, and Steelcase expedites the shipment of replacement items to the location you specify.

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49 Describe any service contract options for the items
included in your proposal.

Please see our list of services in T2.8. *

Table 10: Payment Terms and Financing Options

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Item Question Response *
DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 297
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
50 What are your payment terms (e.g., net 10, net 30)? The payment terms in place with our current Sourcewell/Steelcase contract will be extended to any new contract. The current agreement indicates:

Invoicing and Terms of Payment. Invoices, inclusive of applicable sales or use taxes and/or surcharges will be issued by Dealer upon delivery of the Products/Services and will be paid within ten (10) days from the date of invoice. For Large Orders (as defined in Exhibit O), Members will be invoiced 40% at time of order placement, 50% at delivery and the 10% balance upon completion of installation. A service charge of 1 ½% per month (18% per annum) may be added to invoiced unpaid as of the due date. If partial delivery of an order is made, Member will make payment for products delivered and services provided. Dealer will invoice Member for shortages or replacement upon delivery of those items.

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51 Do you provide leasing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions?
Yes, Steelcase Financial Services offers flexible and convenient financing and leasing alternatives to schools, government entities and other Sourcewell Members.

Whether you are optimizing your cash flow, looking at your organization’s complete strategy to create an interconnected workplace, or trying to figure out a way to best utilize your budget, Steelcase Financial Services can help.

Our Financial Services team has flexible lease and financing options to meet your needs. You can plan to own the products or you can use the products now and decide later on whether you want to purchase or return them. We can also provide information on topics such as tax implications, trends, as well as an analysis of tactics like lease vs. buy.

We offer flexible and convenient financing alternatives that let you create an inspiring workplace while conserving capital, preserving bank lines and reducing tax liabilities. We can offer Sourcewell members a variety of financing options, including capital leases, operating leases & short term leases.

Wholly owned by Steelcase Inc., Steelcase Financial Services is the office furniture industry’s only captive finance company. Steelcase Financial Services offers flexible financing and lease options to achieve unique customer goals. All of our plans come with advantages such as:

• Fixed rates – your payment remains the same throughout the term.

• Soft costs – we can include costs for design, delivery, and installation.

• Easy add-ons – you can easily add product to your Steelcase Financial Master Lease.

• Customized invoicing – you’ll have a dedicated team that can customize your invoicing/billing by location, cost center, floor, etc.

• Account access – account information online 24/7 that includes payment history summary, remaining payments, contract terms, invoices, and more.

Some valuable benefits our customers find in Steelcase Financial Services are:
• Conserving capital
• Avoiding capital budget restraints
• Protecting credit lines
• Managing balance sheet
• Gaining tax benefits
• Maximizing purchasing power
• Increasing flexibility
• Workplace sustainability

If you’re looking to refresh your space or have the option for leasing, Steelcase Financial Services can fulfill those needs from two of their most popular options:

Fair Market Value Lease

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 298
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

At the end of the lease term, purchase products for fair market value, renew the lease or return products to Steelcase Financial Services because you are either done using them or you are going to refresh your space with all new products.
• Lease payment may be able to be deducted by lessee

• May qualify for off-balance sheet, operating lease treatment for reporting purposes

• Lower payment compared to a $1 Buy Out Lease

$1 Buy Out Lease This popular ownership options includes: Depreciati o be claimed by lessee
• Interest portion of lease payment may be able to be deducted by lessee

• At the end of the lease term, purchase the products for $1.00

Steelcase also offers two furniture Membership models allowing for more frequent change of furniture to refresh your workplace: altSpace and Membership.

altSpace is a Space-as-a-service solution in partnership with LiquidSpace. This model is a turnkey workplace solution for teams of 20-500+ employees. It bundles real estate, furniture, and technology through simple, monthly terms. altSpace also combines the privacy and personalization of a traditional office with the flexibility of a coworking space.

Membership is a furniture-as-a-service solution and allows clients to subscribe to a number of furniture settings featuring the entire Steelcase Portfolio. With Membership, clients will find the option to change out 25% of subscribed settings every year for any reason.

Once the initial design/installation fee is paid, the monthly subscription fee covers all subsequent charges. Additional terms and conditions include:

• Term: 3-year minimum

• Renewal: Steelcase and client will evaluate whether this works for both sides

• Refresh: Option to refresh settings quarterly, and up to 25% of all subscribed settings annually

• Cost to join: Initiation fee covers design + initial install

• Ongoing cost: One all-inclusive monthly Membership fee

• Purchase option: Option to purchase anytime. Pricing to be negotiated based on Membership length and furniture type.

In addition, Steelcase makes Steelcase dealers aware of additional financing options available to Sourcewell Members via another Sourcewell competitively bid and awarded contract from National Cooperative Leasing. There is no ownership, common ownership, or control between Steelcase and National Cooperative Leasing.

Please see Additional Document T10.51 for more information, including our financing and leasing options.
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52 Briefly describe your proposed order process. Include enough detail to support your ability to report quarterly sales to Sourcewell as described in the Contract template.

For example, indicate whether your dealer network is
included in your response and whether each dealer (or
some other entity) will process the Sourcewell Members’ purchase orders.

When Sourcewell Members are ready to place an order for Steelcase products, their Steelcase participating dealer will accept and enter the order as the seller using their Hedberg Data System.

Hedberg is integrated with Steelcase's business systems through EDI transactions that provide a constant, audited flow of your information.

Through this system we provide you with electronic quotes, orders, invoices, reports, and more.

Member shall initiate orders by sending to Steelcase Participating Dealer a written or EDI purchase order (“Order”) containing the minimum required information listed below:

• Member’s order reference number.
• Sourcewell Steelcase contract #

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 299
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
• Sourcewell Member #
• Designation of products (e.g., style number) and/or services • covered by the order
• Designation of surface materials
• Quantity ordered
• P r i c e
• Requested delivery date
• “Ship to” address including contact name, dock information, etc.
• Billing addr ess for invoices
• Any special shipping or handling requirements
• For Worktool products, specify “ship complete” unless split shipments are acceptable

Steelcase participating dealers and Steelcase will use their best efforts to comply with delivery dates requested by Member on orders.

For large orders (see below for definition), Steelcase recommends that Members provide as much notice as possible to Steelcase participating dealer in advance of the order to reserve manufacturing capacity. Steelcase participating dealer shall acknowledge receipt of each order to Member, noting the acknowledged Steelcase ship and scheduled local delivery dates.

Member has the right to change or cancel any order by delivering written notice to Steelcase participating dealer. Except as otherwise provided herein, any such change or cancellation shall be without charge prior to Steelcase’s commencement of production of such order. If production has begun (including the ordering of parts and materials), a charge may be applied up to the full invoice amount of the order. In determining applicable charges for change or cancellation, each request shall be reviewed on an individual basis taking into consideration the complexity and the scheduled ship date.

Steelcase participating dealer and Steelcase will endeavor to minimize any charges to Member as a result of a request for change or cancellation and will use commercially reasonable efforts to accommodate Member’s requests for changes.

There is no guarantee that production schedules will be available to match requested changes. Steelcase shall identify any applicable charges at the time the change/cancellation request is received by Steelcase; and Member shall, at that time, determine if it wishes to proceed with such change/cancellation. No such charge shall exceed the invoice amount of the changed/cancelled portion of the order plus any Steelcase participating dealer-related costs (e.g., design) if applicable. In no event shall the change/cancellation charge(s) include any penalties to Member. The following are not subject to change or cancellation without charge once the order has been received by Steelcase: Special Products, Products using Customer’s Own Material (“COM”), Partner Products, quick ship orders, Turnstone and service parts, Large Orders* imported Coalesse.

Large Order – One quantity of Products to be shipped at one time to one location with a minimum list price value of:
• Steelcase Products (other than exceptions below). . USD 500,000 or equivalent
• Coalesse. ..................................................................... USD 75,000 or equivalent
• Turnstone, Steelcase Health. .................................... USD 150,000 or equivalent

Changes and cancellations of Architectural Solutions products may be made, yet may result in additional charges and/or schedule adjustments after order has been placed with Steelcase or after shop drawings have been approved. Additional charges and schedule impact will vary depending on the complexity of the change and schedule impact. All questions relating to change order or cancellation must be made with your Steelcase participating dealer who will contact the project manager and the Steelcase on your order.

Steelcase provides participating Steelcase dealers with an operation Playbook with instructional order procedures regarding Sourcewell Members orders.

Steelcase utilizes a participating facilities designation, loading and recognition procedure to verify compliance in recognizing and reporting for our Sourcewell contract. This acts as a formalized process reconcile our sales with the Sourcewell Membership list.

*
DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 300
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

Also, orders processed by Members with our dealers are to have the Sourcewell contract number noted and dealers are to then use quotes specific to Sourcewell, which ensures Members get the correct contract pricing.

The Membership list provided by Sourcewell and our automated reporting system is the basis of how we designate, load and recognize Sourcewell sales. We download the Membership roster from Sourcewell’s website and convert this into a usable file that can link to our internal reporting system, quotes, and unique site IDs each Member has.

Our internal reporting team uses the converted file to match Members to the Sourcewell master quote and any quotes that are linked to the Sourcewell agreement through bilateral agreements and letters of commitment. The Sourcewell master quote and linked quotes are unique numbers that provide as accuracy to insure Sourcewell sales are recognized by Steelcase. So, any Member electing to purchase through the Sourcewell agreement receives pricing from an authorized participating Steelcase dealer who must use Sourcewell quote numbers to complete Member transactions.

In addition, our reporting system deploys a matching algorithm which automatically matches member sites (every member as a unique site ID) to Sourcewell sales through our authorized participating dealers.

In the event that we do find that an error was made and eligible sales were not reported, we will reconcile and report those eligible sales in the next reporting cycle and pay any associated fees, consistent with our agreement and our values and business practices.

Please see Additional Document T10.52 for more information, including our order fulfillment process, order change and cancellation policy, Steelcase Playbook, and a list of Steelcase Authorized Dealers in the US and Canada.

53 Do you accept the P-card procurement and payment
process? If so, is there any additional cost to Sourcewell Members for using this process?
Steelcase dealers take orders and process payment on this contract a s a P- card may be negotiated between Member and Participating De a

*

Table 11: Pricing and Delivery

Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form.

Line
Item Question Response *
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Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
54 Describe your pricing model (e.g., line-item discounts or product-category discounts). Provide detailed pricing data (including standard or list pricing and the Sourcewell
discounted price) on all of the items that you want
Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal.

Upload your pricing materials (if applicable) in the document upload section of your response.

Our pricing response is a “catalog discount by product category.” This model is one in which product line discounts are provided and those discounts are used as a percentage off list pricing drop ship.

List pricing for all parts and unit numbers for the products lines on the discount schedule are included in published Product Catalogs, which is submitted as a Price List PL190 with this proposal. The Member’s total cost of acquisition is the drop ship product pricing and any services quoted.

The proposal pricing submitted is based on our current Steelcase price list, PL190 which is in effect today. If awarded, we would propose to be on the current price list when announced nationally as it becomes effective. All the proposed product line discounts would remain the same.

*
The discounts shown are based on drop ship delivery to the customer’s designated location. Exceptions include Alaska and Hawaii (in the United States) and the Northwest Territories, Nunavut and Yukon (in Canada), where additional freight charges apply and will be quoted upon request. Installation and other services are available from participating dealers per the rates submitted, subject to the terms and conditions in the attached discount schedule.

Please see Pricing zip file for more information, including our pricing proposal.

55 Quantify the pricing discount represented by the pricing proposal in this response. For example, if the pricing in your response represents a percentage discount from MSRP or
list, state the percentage or percentage range.

As mentioned above in T11.54, our product pricing response will be a “catalog discount by product category.” In order to provide the best pricing, we have provided product line discounts as a percentage off list drop ship, pricing by individual product line and balance of line categories for those products that are not listed individually or as exceptions and we have included Service Parts. For the products listed, our overall discount range is drop ship off our published list price and Service Parts at 35% off. The discount range by product line and services are shown in our pricing proposal found in the Pricing zip file.

*
56 Describe any quantity or volume discounts or rebate
programs that you offer.

Please see our discount schedule with tiered discounting levels that will provide a higher discount for large orders. Steelcase product category purchases as defined, may be combined to reach higher tiers and better discount on individual purchases. Complete terms and conditions related to this method of volume discounting are located on the discount schedule provided as part of our pricing proposal found in the Pricing zip file.

Please note there are tiers of pricing noted for virtually all product line categories, meaning Sourcewell Members can negotiate better discounting than what is provided in the 3rd tier where appropriate.

*
The proposed product discounting established by the Sourcewell discount schedule provided (in Pricing zip file) is also “ceiling pricing,” meaning prices may be reduced to allow for volume considerations and to meet the specific and unique needs of a Sourcewell Member. At no time may the proposed products/services be offered pursuant to this contract at prices above the ceiling price without approval by Sourcewell.

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Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
57 Propose a method of facilitating “sourced” products or related services, which may be referred to as “open market” items or “nonstandard options”. For example, you may
supply such items “at cost” or “at cost plus a percentage,” or you may supply a quote for each such request.

Our method for facilitating “Sourced Equipment/Products and/or related Services” solutions as defined by the RFP document is to ensure that the Steelcase/Sourcewell contract includes as many Steelcase Inc. and partner product categories as possible. This alleviates the number of times in which a proposed solution includes products that are not listed on the existing Sourcewell contract. This simple strategy has served Sourcewell Members well over the past contracts. If and when, new products or related services become available during the term of the contract, Steelcase will submit a request for approval to add those items per the Sourcewell process and appropriate form(s).

*
Additionally, there may be instances where a Member may need “Open Market Items” not on the Sourcewell contract. If the Open Market Items further provides a complete comprehensive solution to the Member, it may be quoted and sold along with the contract items/services to complete the PO. The dealer may supply a quote to include such Member request with the Open Market Item listed as such on a separate line item. No admin fee will be paid on Open Market items and Open Market Items will not be included in any reporting. Open Market Items are not to be quoted separately and associated with this contract.

58 Identify any element of the total cost of acquisition that is NO T pre- delivery inspection, installation, set up, mandatory training , The “total cost of acquisition” is as stated in the proposed Sourcewell Discounting Schedule for products and related services provided as part of our response to question T11.54: Our pricing response is a “catalog discount by product category.” This model is one in which product line discounts are provided and those discounts are used as a percentage off list pricing drop ship. List pricing for all parts and unit numbers for the products lines on the discount schedule are included in published Product Catalogs, which is submitted as a Price List PL190 with this proposal. The Member’s total cost of acquisition is the drop ship product pricing and any services quoted.

Over the past five years, Steelcase has provided a turnkey and complete furniture solution to all Sourcewell Members based on their specific situations. The structure of our offering is flexible so that our dealers can provide the best value and best solutions to meet their individual needs.

*
The discounting structure is set up as a ceiling price on the product only on drop ship basis yet allows participating dealers to facilitate discussions about the scope of services at the best price. This flexibility, based on determining the scope of labor and services required, allows Steelcase dealers to provide the services appropriate to each Member and each project in providing a complete project with a total acquisition price.

This method of providing complete solutions for each Sourcewell Member has proven to be very effective. With millions worth of business being sold through the contract in the past five years, we have not received any Member complaints related to a customer not receiving the value and the total cost expected. This speaks volumes on the success of the model in place as Sourcewell Member satisfaction is ultimately the best measure of our success with the contract.

59 If freight, delivery, or shipping is an additional cost to the Sourcewell Member, describe in detail the complete freight, shipping, and delivery program.

Deliveries from Dealer to Sourcewell Members shall be FOB, Sourcewell Members Designated Location for Orders within the United States, and FCA, Sourcewell Members Designated Location for Orders outside of the United States. Exceptions include Alaska, Hawaii, the Northwest Territories, Nunavut and Yukon, where additional freight charges apply and will be quoted upon request. For deliveries in Alaska, a service charge equal to five percent (5%) of list price shall be assessed to Sourcewell for Orders up to $200,000 list price. The service charge for Orders above $200,000 list price shall be negotiated.

*
60 Specifically describe freight, shipping, and delivery terms or programs available for Alaska, Hawaii, Canada, or any
offshore delivery.

All shipments to Alaska and Hawaii and the US Islands are shipped FCA factory; freight prepaid, and allowed to port of embarkation.

Steelcase reserves the right to select shipping method and the port of embarkation. All charges beyond the point of embarkation are collect. For Alaska and Hawaii (in the United States) and the Northwest Territories, Nunavut and Yukon (in Canada), additional freight charges apply and will be quoted upon request.

*
DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 303
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
61 Describe any unique distribution and/or delivery methods or options offered in your proposal.

Our global distribution network is unmatched in the industry. Our strategically designed network of manufacturing facilities, regional distribution centers (RDC) and business centers work together for the good of the customer through improved quality, cost, consistency and speed to market. For the US and Canada we utilize these optimally located RDCs.

Distribution Centers 1. Grand Rapids, Michigan,
U.S. 2. Hazleton, Pennsylvania, U.S. 3. Atlanta,
Georgia, U.S.

4. Desoto, Texas, U.S. 5. Rancho Cucamonga,
California, U.S. 6. Puyallup, Washington, U.S.

7. Aurora, Colorado, U.S.

Our delivery routes cover more than 64 million miles each year, that’s 250,000 each day, delivering to over 78,000 unique addresses around the globe.

We strategically locate our regional distribution centers close to high density population areas, mostly where our customers are, so our routes are shorter which supports meeting our customers needs with high quality, on time deliveries. This results in over 150,000 Steelcase products delivered to our customers each day. This capability enables us to meet Sourcewell Member demands.

Our agility within our data driven industrial model allows us to adjust so you don’t have to. We’re not perfect yet our network delivers complete shipments to our customers 99.93% of the time. Our global network and capabilities help us meet your needs and take care of the details at the same time. We believe we do this better than anyone.
*
At Steelcase we care about the details. We focus on predicting, identifying and solving problems before they happen. Coupled with an intelligently architected global distribution network, nobody takes care of the details like Steelcase does.

Here’s a list of items we manage every day to help ensure we’re taking care of the things that could impact you.

• Weather Tracking
• Traffic Analysis
• Webcam Observation
• News & Events Monitoring
• Social Media Monitoring
• Change Order Adaptability
• Collaborative Problem Solving
• Dynamic Routing
• Predictive Delivery Reporting
• Data Driven Decision Making

Please see Additional Document T11.61 for more information, including a video of our distribution and global logistics capabilities.

Table 12: Pricing Offered

Line
Item The Pricing Offered in this Proposal is: * Comments 62 d. other than what the Proposer typically offers (please describe). The pricing offered to Sourcewell is comparable to
those offered to any other
similarly situated GPO
customer of Steelcase's,
based on similar conditions
such as timeframe,
commitment/intent to
purchase, product mix,
delivery requirements, volume
and service levels.

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Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

Table 13: Audit and Administrative Fee

Line
Item Question Response *
63 Specifically describe any self-audit process or program that you plan to employ to verify compliance with your proposed Contract with Sourcewell. This process includes ensuring that Sourcewell Members obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to Sourcewell.

Steelcase utilizes a participating facilities designation, loading and recognition procedure to verify compliance in recognizing and reporting for our Sourcewell contract. This acts as a formalized process reconcile our sales with the current Sourcewell Membership list from the Sourcewell website. Also, orders processed by Members with participating Steelcase dealers are to have the Sourcewell contract number noted and dealers utilize competitive discount authorization quotes specific to Sourcewell, which ensures Members get the correct
contract pricing.

The Membership list provided by Sourcewell and our
automated reporting system is the basis of how we
designate, load and recognize Sourcewell product sales. We download the Membership roster from the Sourcewell website quarterly and convert this into a usable file linked to our internal reporting system, quotes, and unique site IDs for each Member.

Our internal reporting team uses the converted file to match Members to the Sourcewell master and any related quotes to the Sourcewell agreement through bilateral agreements and letters of commitment. The Sourcewell master quote and linked quotes are unique numbers that provide as accuracy to insure Sourcewell sales are recognized by Steelcase. So, any
Member electing to purchase through the Sourcewell
agreement receives pricing from an authorized participating Steelcase dealer who must use the Sourcewell quote number to complete Member transactions.

*
In addition, our reporting system deploys a matching algorithm which automatically matches Member sites (every Member as a unique site ID) to Sourcewell sales through our authorized participating dealers. In the event that we do find that an error was made and eligible sales were not reported, we will notify Sourcewell, reconcile and report those eligible sales in the next reporting cycle and pay any associated fees, consistent with our agreement and our values and business practices previously mentioned and listed below.

At Steelcase, our core values are to:
* Act with integrity.
* Tell the truth.
* Keep commitments.
* Treat people with dignity and respect.
* Promote positive relationships.
* Protect the environment.
* Excel.

64 Identify a proposed administrative fee that you will pay to The current Steelcase Sourcewell contract stipulates a 1% Sourcewell for facilitating, managing, and promoting the Sourcewell administrative fee payable to Sourcewell on a quarterly basis Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor’s sales under the on contract product purchases. We propose the fee on the new contract be calculated at the existing 1% percentage on

*
Contract or as a per-unit fee; it is not a line-item addition to the contract product purchases upon award of the contract Member’s cost of goods. (See the RFP and template Contract for payable to Sourcewell for facilitating, managing and promoting additional details.) the Sourcewell contract.

Table 14: Industry Specific Questions

Line
Item Question Response *
DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 305
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

*
65 If you are awarded a contract, provide
examples of internal metrics that will be
tracked to measure whether you are
having success with the contract.

Sourcewell is an important key account at Steelcase, and Steelcase/Sourcewell succes s volume— as In order to report on usage numbers, deliver new insights and innovations, and discuss any topics of concern, we will engage a variety of reports and reviews to measure the success of—and hold Steelcase and our dealers accountable for—our relationship with Sourcewell Members.

We propose to hold regular meetings with Sourcewell Members to discuss the above topics, and any additional discussions around what is working, what didn’t work, and any lessons learned.

These meetings can take form in the following ways:
• Annual Business Reviews — A chance to review the past year’s activities and plan for the coming year in person, we’ll look contract volume, market segments, areas for process improvement, discuss recent product introductions and research, and conclude with a learning session on a mutually agreed upon topics. • Quarterly Business Reviews — During these meetings with key workplace stakeholders, we’ll touchbase on project activities and proactively address any open issues. If there are any issues or concerns with dealer or Steelcase performance, we can discuss in detail here and approach potential ideas for improvement.

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66 Describe any industry testing procedures,
quality controls and certifications that apply
to the products proposed.

Steelcase products have long been recognized for their enduring quality. Part of the reason is that every one of our products is designed according to predetermined standards of manufacturability. These standards are developed by a multi-disciplinary team consisting of individuals from product development, manufacturing, quality assurance and manufacturing engineering. Along with having quality standards for manufacturing products, we maintain guidelines for testing, inspecting, and deliver products.

Manufacturing
Product quality inspections are conducted throughout the manufacturing process, such as:
• Quality Acceptance Standards
• Product Packaging Shipping Performance
• Employee Qualification/Training
• Vision Testing and Color Judgement
• Purchase Part Release/Classification
• Non-cyclical Standard Work
• Process Qualification
• Special Process Paint
Steelcase has also implemented an Enterprise Excellence Assessment Program based on the Shingo Model for Operational Excellence that focuses on principles, behaviors and effectiveness in our journey to develop a culture focused on lean and continuous improvement.

Testing + Certifications
Steelcase performs internal audits to verify compliance with the requirements of our management systems and certifications that include ISO 9001, ISO 14001 and ISO 17025. All Steelcase-owned manufacturing operations around the world have ISO 14001 registered environmental management systems. This means our environmental management systems meet the requirements of the International Organization for Standardization and assures we have a systematic way of managing our impact and risk with methods that meet internationally accepted criteria.

All Steelcase brand products are developed and tested to meet or exceed ANSI (American National Standards Institute) and BIFMA (The Business and Institutional Furniture Manufacturer's Association) and all applicable Underwriters Laboratories (UL) requirements.

We provide a set of internal product performance standards far more stringent than those required by outside parties. For example, because we require that our products meet a variety of deflection requirements, we take measurements that aren’t required by either ANSI or BIFMA. While BIFMA has 22 desk-testing procedures, Steelcase tests in over 120 ways to address corrosion, fade, stain, stability, safety, durability, functionality, ergonomics, environmental exposure, shipping/vibration and more.

Order + Delivery
Our approach to order fulfillment and project execution process is focused extensively on quality and risk mitigation. Before an order is sent to Steelcase, your dealer uses an audit process to provide a final check to all specification by a senior designer.

Once audited, orders are sent electronically from the dealer to Steelcase, and each order is verified and acknowledged within 48 hours. Final prices and delivery dates are established and communicated to the team immediately. The Hedberg system also allows your dealer to manage product lead times electronically and proactively by individual product. Orders are not shipped unless they are of the finest quality and built to customer specifications.

We also utilize a LASER (Lean After Ship Experience Rationalization) system for dealers to submit post-delivery issues and bring swift resolution to damage claims and other post-delivery issues.
67 Describe your ability and plan to address
member needs for collaborative space or
open concept solutions and how your
proposed products factor in to them.

Steelcase takes a holistic approach when designing workplaces. We consider people’s sustained wellbeing which requires ergonomic support and comfort, eliminates distractions, inspires and rejuvenates, and makes people feel better while they’re at work. By creating a workplace that brings together people, place and technology, organizations can give people choice and control over where and how they work — something that correlates directly with high workplace engagement and satisfaction.

Our products and workspace applications give employees new ways to facilitate conversation and support different ways of working throughout the day. Our proposed products integrate and enhance collaborative spaces through:
• Flexible kit of parts. The design and functionality of our products offer a distinct
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advantage to futureproofing and provides the built-in flexibility to grow and evolve as a Member’s company does.

• Consistent design language. The wide range of aesthetic options ensures integration into any environment—while optimizing real estate.

• Continuous improvements. Steelcase continues to enhance the features and capabilities of our products to ensure compatibility across product generations and changing workplace needs. As technology and user needs evolve, our products evolve, too. The investment our customers make serves them well because this solution grows alongside them, and all enhancements are backward compatible.

With our robust product portfolio and streamlined kit of parts, we can support a variety of workplace strategies, including collaborative spaces and open concept. And, when people are put at the core of the workplace, the open plan doesn’t have to be a source of frustration. It can be a tool to help people and teams thrive.

When designing a collaborative, open, and resilient workplace for Sourcewell Members, we would consider the intentional combination of five spatial zones to accommodate and anticipate changing organization and employee needs. Those zones are:

• Nomadic - A destination for mobile workers to connect with others or find an appropriate space to focus. Products in this zone could be our Brody WorkLounge, which allows for shielded privacy in an open space, or FrameOne benching that meets varied and fast-changing requirements.

• Resident - Assigned spaces for workers to complete everyday tasks. Products in this zone could be our Migration and Ology Height-Adjustable Tables or a variety of our ergonomic task chairs.

• Resource – A convenient central location where Worktools and shared materials are available to everyone. Products in this zone could be our Universal Storage System or the Flex Mobile Cart to allow easily accessible storage and access to our suite of Worktools.

• Meeting – A variety of settings to support different forms of collaboration.

Products in this zone could be media:scape that integrates technology and furniture to bring people together, or B-Free which creates spaces where people can easily connect and collaborate.

• Social – A comfortable area to socialize, rejuvenate, informally collaborate, focus and seek nourishment. Products in this zone could be our Campfire Lounge System or LessThanFive Chair.

In order to create spaces that are informal and inspiring, yet that also allow real work to get done, Members need to carefully consider design, materiality and performance. We offer more choices to help Members achieve the design aesthetic wanted. Our broad portfolio of brands and partners include over 1,000 products and endless options to fit different aesthetics, postures and price points.

And, because of our scale and experience, Steelcase can deliver:

• Product performance through our industry leading quality and warranty

• Operational performance with our streamlined specification, delivery and installation, and on-time performance in the US, Canada, and globally

• Application performance by taking into consideration privacy, postures, proximities, personality, productivity, and psychological comfort

At Steelcase, we employ user-based research to drive innovation in areas like these related to work, learning and collaborative spaces. We’ve studied many of these spaces to figure out what people and organizations need, and what works and doesn’t work. It has to be the right combination of design, materiality and performance, so these settings aren’t just nice to look at; they’re hard working, too.

And with our scale and fulfillment capabilities, working with us saves Members time and money.

Steelcase can help Sourcewell Members adapt to an open concept solution, and we’re prepared to design a workplace that integrates people, place and technology with a focus on design, materiality, and performance. We’ve invested in and launched more new and enhanced product offerings to provide choices for informal areas, simpler open areas, and more collaborative spaces. We’ve also established product partnerships with other companies to further increase the breadth of our product offering on contract to Members for these spaces.

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Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

To help simplify and manage all of these options, we’ve introduced Steelcase Marketplace. This tool helps aggregate all the products from the Steelcase family of brands, as well as Steelcase partner products, into one searchable tool. Steelcase Marketplace allows users to look for a specific product quickly and simply—and gives designers and Members more control over their choices.

While the unique needs of each Member organization may differ, we recommend designing for wellbeing and creating an ecosystem of spaces to enable organizational resiliency. We are eager to connect with each Sourcewell Member to determine, design, and implement the best solutions for their workplace goals.

Please see Additional Document T14.67 for more information, including a link to access Steelcase Marketplace and our research around collaborative spaces.

68 Describe your design resources to develop
or enhance culture, change management
and integrated technology needs.

Whether Sourcewell Members are seeking greater organizational growth, improved performance or enhanced engagement from employees or constituents, the workplace and work experience play important roles in reaching those goals. The process of helping people adopt and adapt to changes is an investment that will pay off in terms of both the work experience and organizational results.

A key resource to enabling and supporting change in the workplace comes from our Applied Research + Consulting (ARC) team. This team brings deep knowledge to the Member organization and delivers benefits that typically include alignment of the workspace strategy, business strategy and desired behaviors; development of higher performing solutions; and employee and leadership buy-in for the proposed solution.

The Steelcase approach to change management encompasses the four elements that must work together to achieve organizational ambitions:
• Culture (norms and values)
• Process (the way work gets done)
• Tools (technology and other work aids)
• Space (physical workplace)
Focusing on Culture. There is an organizational and design challenge to meet business needs while also serving the needs of users and creating thoughtfully curated destinations. By involving Steelcase in the workplace journey of a Sourcewell Member, we can design an ecosystem of spaces that supports employee wellbeing, provides a range of destinations and technologies, and fosters the culture desired for the organization. With Steelcase and our Applied Research + Consulting team, we can help Sourcewell Members design and adapt a workplace that contributes to people feeling a sense of belonging and purpose—translating into trust of the organization and increased collaboration among colleagues.

Our intentional and holistic approach considers not just the communication that occurs with explaining a change in the workplace, yet also how the change is part of the culture. A main component of ensuring a positive change management experience is for leaders to be engaged with their people. When employees see their leaders modeling values and behaviors in the workplace, culture can begin to take root and be a driving force in the work environment. By acknowledging that the transition will be challenging—and inviting employees into the process—everyone will feel more involved and engaged.

Change Management. When Sourcewell Members make changes to their work experience, they will also need to make an intentional investment in the process for managing the change. A thorough process before, during and after the change will contribute to an experience that is positive for stakeholders and helps them adopt and adapt to the change.

Steelcase’s Applied Research + Consulting team can define and drive change through a Change Management consulting engagement. While each engagement is unique in order to support and enhance workplace culture and needs, some main steps often involved in bringing significant workplace change to fruition include:
• Mapping the strategy
• Appointing a team of leaders, managers, and change champions • Repeated messaging to stakeholders
• Engaging relentlessly and meeting people where they are • Populating a pilot space
• Developing protocols
• Purging and packing with purpose
• Attending to move-day details
• Supporting changes in technology
Our change management process is founded in research and gleaned insights from the field. We translate our learnings into something tangible and measurable for our DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 309
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
clients. Our leadership in research around work and the workplace gives us, and in turn Sourcewell Members, unparalleled knowledge about the work environment and how to leverage it for optimum results. We will use our experience transitioning organizations into new work environments and apply it to Sourcewell Members to deliver a successful and positive change.

Integrated Technology. The workplace needs to support a diverse range of postures and technology, as well as offer options for collaboration and privacy. By creating a workplace that brings together people, place and technology, organizations can give people choice and control over where and how they work — something that correlates directly with high workplace engagement and satisfaction.

Steelcase's insights into work, worker, and the workplace inform our product and application design. Products ranging from meeting tables with integrated technology and visual privacy screens to scalable sound masking systems and virtual wayfinding, we design technology products that seamlessly integrate in a work environment and support an employee’s true potential.

Examples of integrated technology in the workplace include spaces that:

• Give remote colleagues a great experience so they can feel and act as if they are present in the room
• Help co-located team Members remain present and focused • Feature easy to use technology that’s smart and connected to not only their immediate team, yet also their organization
• Provide access to data so people can find colleagues and meeting rooms quickly
• Use technology to enhance the place and the experience

Through integrated technology and spaces that focus on individual and collaborative work, Sourcewell Members’ real estate can become a space that promotes engagement and interaction. And, by ensuring the move-in process includes training in new hardware and software and instructs people on new systems, they will have an intentionally designed space that improves the experience people have working with technology.

Working with Sourcewell Members. Our tools and the steps in the program tailored to Sourcewell Members will serve and inform design and change management. To best leverage the wealth of workplace tools and knowledge—as well as maximize successful outcomes—we strongly urge you to include Steelcase and our dealer partners in the project as early as possible. We have experienced a strong correlation between early engagement and successful projects that exceed our clients’ expectations with happy users on day one and afterwards.

Please see Additional Document T14.68 for more information, including about ARC Change Management process.

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Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
69 Describe your ability to evaluate and
enhance the utilization or return on
investment for design alternatives utilizing
your products.

Organizations need to ensure their culture is in sync with desired behaviors and perfo r well- designed workplaces won’t generate an optimal return on

Through ongoing research and exploration of work, workers, and the workplace, we’ve uncovered design principles that help our customers create better outcomes. Work environments must be intentionally designed to support a user’s evolving needs and wants. And while physical space can be a powerful took to shape the attitudes and behaviors that drive improved performance, we know that investing in place alone isn’t enough.

By partnering with Steelcase and our dealer partners, Sourcewell Members are gaining access to differentiated value through informed insights, analysis and engagement, and reach. We can help with:
• Alignment of the workspace strategy, business strategy and desired behaviors • Validation of how people work and interact with others, as well as with their work environment
• Co-create an integrated solution that supports the business direction and desired future work experience
• Develop higher performing solutions from the perspective of real estate efficiency, space utilization and employee effectiveness • Transition from traditional work habits to new and agile ways of working • Employee and leadership buy-in for the proposed solution through Change Management.

Sourcewell Members can also engage with Steelcase’s Workplace Tools + Resources (WT+R), a team who brings a deeper understanding of the explicit, tacit and latent needs to be uncovered at the workplace. WT+R can host discovery exercises and collaborative situation workshops with Sourcewell Members that focus on understanding workplace issues of the organization and user needs. They also can offer concept reviews of applications that help Sourcewell Members visualize the ways Steelcase product can support your workplace needs in place, posture, and choice and control.

Please see Additional Document T.14.68 for more information, including about Steelcase Workplace Tools + Resources.
70 Describe how your products are integrated
or factor into a LEED certified facility.

Steelcase has helped our clients with hundreds of LEED building projects, and we have more than 10 LEED certified facilities around the globe. Thanks to this expertise, we can partner early in the design phase to provide guidance on the best applications and space design options. We can provide detailed product and project documentation to help Sourcewell Members meet the LEED credits they are pursuing.

Almost all Steelcase products can contribute to LEED certification through a variety of ways, including materials and resources, ergonomics, social equity in the supply chain, innovation in design and low-emitting materials. Each product contributes differently as their materials and applications vary.

Steelcase helps customers seeking LEED certification identify products and programs that can contribute to LEED criteria in the categories of Energy and Atmosphere, Materials and Resources, Indoor Environmental Quality, and Innovation (Ergonomics Training, Sustainability Training, and Product Innovation). It is important to note that LEED does not certify products; consequently, they are not awarded LEED points. If certain LEED criteria are met, products may contribute to the credits that are awarded to the building project.

Please see Additional Document T8.38 for more information, including our Product Environmental Profiles (PEPs). You may also access the PEPs via steelcase.com/resources/documents.

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 311
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.
71 Describe your approach to serving
members in state/local Government,
education, non-profit, and how you will
grow those markets using your products
and the Sourcewell contract.

Steelcase is the world’s leading manufacturer of office environments. Inspired by over 100 years of insight gained serving the world’s leading organizations, we design for a wide variety of customer needs through a comprehensive portfolio of architecture, furniture, technology and services.

Our strategy is to grow by leveraging our deep understanding of the patterns of work, workers and workspaces to offer solutions for new ways of working, new customer markets and new geographies, which includes Sourcewell Members in all Sourcewell market segments. Steelcase takes our insights from user-centered research and delivers high performance and sustainable work environments to Sourcewell Members to meet and exceed expectations. We and our Steelcase dealers strive to be trusted partners to Sourcewell Members who seek to use space as a strategic asset using it as a tool to attract and retain talent while serving their constituents and employees.

We strive to meet the diverse needs of Sourcewell Members while minimizing complexity by using a platform approach—from product components to common processes—wherever possible to provide integrated solutions.

We serve Members primarily through approximately 400 Steelcase participating dealer locations who sell directly to Sourcewell Members according to the contract in their local marketplaces.

Each of our dealers maintains its own sales force which is complemented by our sales representatives who work closely with our dealers throughout the selling process.

We provide extensive tool and resources to our mutual sales organizations to support customer needs to help provide great experiences in work, learning and health environments which encompass these Sourcewell markets. We also constantly are training and working with Steelcase dealer sales and Steelcase representatives to grow and enhance their knowledge and understanding our Sourcewell contract, contract selling, Sourcewell Membership and the processes involved in serving Members in state/local Government, education, non-profit, markets. This increases our ability and proficiency to better serve while growing in these markets as well.

Table 15: Exceptions to Terms, Conditions, or Specifications Form

Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 312
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

Documents

Ensure your submission document(s) conforms to the following:

1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.

2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.

3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.

4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as “Marketing Plan.”

Financial Strength and Stability - Financial Strength and Stability.pdf - Wednesday December 18, 2019 18:00:30 Marketing Plan/Samples - Marketing Plan Samples.pdf - Thursday December 19, 2019 14:53:19 WMBE/MBE/SBE or Related Certificates - WMBE_MBE_SBE or Related Certificates.pdf - Wednesday December 18, 2019 17:58:22 Warranty Information - Warranty Information .pdf - Wednesday December 18, 2019 17:59:10 Pricing - Pricing.zip - Thursday December 19, 2019 10:56:59 Additional Document - Additional Document.pdf - Thursday December 19, 2019 14:48:15 DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 313
Bid Number: RFP 121919 Vendor Name: Steelcase Inc.

Proposers Assurance of Comp

PROPOSER ASSURANCE OF COMPLIANCE
PROPOSER’S AFFIDAVIT
The undersigned, authorized representative of the entity submitting the foregoing proposal (the “Proposer”), swears that the following statements are true to the best of his or her knowledge.

1. The Proposer is submitting its proposal under its true and co rrect name, the Proposer has been properly originated and legally exists in good standing in its state of residence, the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses necessary for such delivery to Sourcewell member agencies. The undersigned affirms that he or she is authorized to act on behalf of, and to legally bind the Proposer to the terms in this Contract.

2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangement with any other vendor or supplier, any official or employee of Sourcewell, or any person, firm, or corporation under contract with Sourcewell, in an effort to influence the pricing, terms, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this RFP.

3. The contents of the Proposer's proposal have not been communica ted by the Proposer or its employees or agents to any person not an employee or agent of the Proposer and will not be communicated to any such persons prior to the official opening of the proposals.

4. The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request, and ot her documents in this solicitation and affirms that any and all exceptions have been noted and included with the Proposer’s Proposal.

5. The Proposer will, if awarded a Contract, provide to Sourcewell Members the /products and services in accordance with the te rms, conditions, and scope of this RFP, with the Proposer-offered specifications, and with the other documents in this solicitation.

6. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to Sourcewell Members under an awarded Contract.

7. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.

8. The Proposer understands that Sourcewell will reject RFP proposals that are marked “confidential” (or “nonpublic,” etc.), either substantially or in their entirety. Under Minnesota Statute §13.591, Subd. 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals generally become public data. Minnesota Statute §13.37 permits only certain narrowly defined data to be considered a “trade secret,” and thus nonpublic data under Minnesota’s Data Practices Act.

The Proposer understands that it is the Proposer’s duty to protect information that it considers nonpublic, and it agrees to defend and indemnify Sourcewell for reasonable measures that Sourcewell takes to uphold such a data designation.

By checking this box I acknowledge that I am bound by the terms of the Proposer’s Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Kevin Loubert, Industry Leader, State & Local Government Solutions, Steelcase Inc.

The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid.

Yes No
I have reviewed the below addendum and attachments (if applicable) Pages

--
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ADDITIONAL DEFINITIONS

For the purpose of this Agreement, the following definiti ons are agreed upon and may be used in both the singular and the plural without affecting their significance.

Designated Location– The physical delivery location as specified on Member ’s purchase order and acknowledged by Dealer.

Drop Ship – Pursuant to FCA (Incoterms®2010) and FOB (Uniform Commercial Code), freight is prepaid and pricing for Products includes delivery from the applicable Steelcase factory to the receiving dock of Member ’s Designated Location. For drop shipments, it will be Member ’s responsibility to inspect the Products upon delivery and report claims to Dealer within a reasonable time frame to ensure that proper claims procedures are followed in the event of damage.

EDI (Electronic Data Interchange) – A computer-to-computer transfer of business documents used for the transmission of purchasing documents such as purchase orders, modifications, and invoices.

Large Order – One quantity of Products to be shipped at one time to one location with a minimum list price value of:

Steelcase Products (other than exceptions below) .................................... USD 500,000 or equivalent Coalesse .................................................................................................... USD 75,000 or equivalent Turnstone, Steelcase Health...................................................................... USD 150,000 or equivalent

List Price – The price set forth in Steelcase’s published Price List.

Negotiate – Mutually agreed upon price to be arrived at between Member, Dealer, and Steelcase.

New Products – Products are considered new for a period of two years from the date on which they are first shipped in a particular market.

Order Size – One quantity of Product to be shipped at one time to one location.

Port of Embarkation – The port from which a vessel (ship or airplane) departs upon the start of a voyage when Product is exported.

Price List – A general term which covers a variety of specific naming conventions such as Specification Guides, Price Guides, Price and Product Manuals, Catalogs, and Electronic Catalogs (ECAT’s).

Special Products – Products that are not available as such in Steelcase’s sta ndard Price Lists and require variations in design, i.e., dimensions, features, function, colors and/or other type of finishes, in order to meet customer specific requests.

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 315

PRODUCTS AND PRICING

FOR DELIVERIES IN THE UNITED STATES AND CANADA

The price for Products purchased under this Agreement shall be those prices shown in the applicable Price List in effect at the time the purchase order is placed, less th e minimum discounts on the items listed below. Any Product list-price adjustment shall be effective upon a thirty (30) day written notification given to Member.

The price for Partner Products purchased under this Agreement shall be the current Price List in effect at the time the purchase order is placed, less the minimum discounts on identified Partner Products listed below.

Deliveries from Dealer to Member shall be FOB, Member’s Designated Location for Orders within the United States, and FCA, Member’s Designated Location for Orders outside of the United States. Exceptions include Alaska, Hawaii, the Northwest Territories, Nunavut and Yukon, where addi tional freight charges apply and will be quoted upon request. For deliveries in Alaska, a service charge equal to five percent (5%) of list price shall be assessed to Member for Orders up to $200,000 list price. The service charge for Orders above $200,000 list price shall be negotiated.

Remote Location(s) Installation & Service: Any location outside of a 25- mile radius of the Steelcase Dealer’s location(s) are considered remote. Upon request, the dealer would provide a not to exceed estimate with respects to travel, per diem, lodging and equipment rental, if needed, at the time of project quotation. Member would pay actual invoice of these items, upon verification of the fees.

Steelcase Products Price List / Order Size (in CAD/USD) Discounts off List
Drop Ship
$1 - $50,000 List $50,001 - $150,000 List $150,001 list and above Service Parts | Coalesse 35.00% 35.00% 35.00% or more*
Carl Hansen Seating/Tables 45.00% 47.00% 47.00% or more* Hosu Lounge Seating 48.00% 50.00% 50.00% or more*
Lagunitas 48.00% 50.00% 50.00% or more*
Balance of Coalesse (other than Exceptions
below) 48.42% 50.00% 50.00% or more*
Lessthanfive 48.42% 50.00% 50.00% or more*
Massaud Collection 48.42% 50.00% 50.00% or more*
Massaud Conference Collect 48.42% 50.00% 50.00% or more* Montara650 48.42% 50.00% 50.00% or more*
Potrero415 48.42% 50.00% 50.00% or more*
Balance of Orangebox Acoustic Pods (other
than Exceptions below) 42.75% 44.25% 44.25% or more*
Balance of Orangebox Other (other than
Exceptions below) 42.75% 45.00% 45.00% or more*
Flow 40.00% 41.00% 41.00% or more*
Motif 40.00% 41.00% 41.00% or more*
Sans 40.00% 41.00% 41.00% or more*
Balance of Polyvision by Designtex (other
than Exceptions below) 41.56% 44.21% 44.21% or more*
Service Parts | Steel 35.00% 35.00% 35.00% or more*
Brody Lounge Seating 43.00% 45.00% 45.00% or more*
Thread Floor Power System 43.00% 44.00% 44.00% or more* media:scape 44.00% 45.00% 45.00% or more*
media:scape Lounge 44.00% 45.00% 45.00% or more*
Sylvi Lounge 44.38% 46.95% 46.95% or more*
Umami 45.00% 47.00% 47.00% or more*
B Free - Furniture 46.00% 48.00% 48.00% or more*
B Free - Seating 46.00% 48.00% 48.00% or more*
c:scape 46.00% 51.23% 51.23% or more*
Flex 47.00% 51.95% 51.95% or more*
Flex Had 47.00% 51.95% 51.95% or more*
DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 316
Steelcase Products Price List / Order Size (in CAD/USD) Discounts off List
Drop Ship
$1 - $50,000 List $50,001 - $150,000 List $150,001 list and above Ology Bench 47.00% 51.95% 51.95% or more*
Ology Desk 47.00% 51.95% 51.95% or more*
Wiesner Hager Nooi 47.50% 49.70% 49.70% or more*
Divisio Screens 47.72% 51.23% 51.23% or more*
Univ Privacy Screens 48.00% 53.61% 53.61% or more*
Sarto Privacy Screens 48.00% 53.00% 53.00% or more*
V.I.A. Lsg 48.10% 51.00% 51.00% or more*
V.I.A. 48.10% 51.00% 51.00% or more*
Irys 48.75% 50.00% 50.00% or more*
Pw Lsg 48.75% 50.00% 50.00% or more*
SILQ Seating 48.75% 52.74% 52.74% or more*
Adj Tables - Series 5 49.00% 50.00% 50.00% or more*
Adj Tables - Series 7 49.00% 50.00% 50.00% or more*
Bottomline Task Light 49.00% 50.00% 50.00% or more*
LED Linear 49.00% 50.78% 50.78% or more*
LED Personal Task Light 49.00% 50.00% 50.00% or more*
LED Shelf Light 49.00% 50.00% 50.00% or more*
Privacy Walls 49.00% 51.00% 51.00% or more*
Series Benches 49.00% 53.75% 53.75% or more*
Underline Task Light 49.00% 50.00% 50.00% or more*
464 Leap Work Lounge 50.00% 52.00% 52.00% or more*
FrameOne 50.50% 53.70% 53.70% or more*
475 Player 52.00% 54.00% 54.00% or more*
Migration SE Bench 52.00% 53.50% 53.50% or more*
cobi 52.00% 54.00% 54.00% or more*
i2i 52.00% 54.00% 54.00% or more*
Migration 52.00% 53.50% 53.50% or more*
Migration SE Desk 52.00% 53.50% 53.50% or more*
Verb 52.00% 55.00% 55.00% or more*
eno Accessories 52.00% 52.00% 52.00% or more*
Node 52.50% 54.50% 54.50% or more*
Node Health 52.50% 54.50% 54.50% or more*
487 Cachet Seating 53.00% 54.00% 54.00% or more*
490 Move 53.00% 54.00% 54.00% or more*
Gesture 53.00% 54.00% 54.00% or more*
QiVi 53.00% 54.00% 54.00% or more*
Groupwork 54.00% 57.00% 57.00% or more*
eno Whiteboards 54.00% 54.00% 54.00% or more*
Amia 54.50% 56.00% 56.00% or more*
Think - Task 54.50% 56.00% 56.00% or more*
466 Reply 54.88% 56.27% 56.27% or more*
Max Stacker III 57.00% 60.00% 60.00% or more*
Post & Beam System 57.00% 60.00% 60.00% or more*
Balance of Steelcase Steel (other than
Exceptions below) 57.00% 60.00% 60.00% or more*
800 Laterals 57.93% 60.84% 60.84% or more*
900 Laterals 57.93% 60.84% 60.84% or more*
High Density Storage 57.93% 60.84% 60.84% or more*
Overfile Cabinets 57.93% 60.84% 60.84% or more*
Universal Bookcases 57.93% 60.84% 60.84% or more*
Universal Combination Cabinets 57.93% 60.84% 60.84% or more* Universal Lateral Files 57.93% 60.84% 60.84% or more*
Universal Storage Cabinets 57.93% 60.84% 60.84% or more* Universal Storage Laminate 57.93% 60.84% 60.84% or more* Universal Towers 57.93% 60.84% 60.84% or more*
DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 317
Steelcase Products Price List / Order Size (in CAD/USD) Discounts off List
Drop Ship
$1 - $50,000 List $50,001 - $150,000 List $150,001 list and above Universal Wardrobe Cabinets 57.93% 60.84% 60.84% or more* Universal Workstation Verticals 57.93% 60.84% 60.84% or more* Universal Storage Acc. 57.93% 60.84% 60.84% or more*
200 Series Laterals 58.00% 62.00% 62.00% or more*
Adj Tables - Airtouch 58.00% 62.00% 62.00% or more*
Montage 58.00% 62.00% 62.00% or more*
Duo Storage for Answer 58.00% 63.25% 63.25% or more*
Univ System WKSF-Wood 58.00% 63.25% 63.25% or more*
Duo Storage for Montage 58.51% 60.50% 60.50% or more*
Duo Storage for Post & B 58.51% 60.50% 60.50% or more*
462 Leap 58.75% 59.75% 59.75% or more*
Kick 59.00% 62.00% 62.00% or more*
Kick Freestanding Casegoods 59.00% 62.00% 62.00% or more* Avenir 60.00% 62.00% 62.00% or more*
TS Laterals 60.12% 62.38% 62.38% or more*
Answer Beam 61.00% 63.03% 63.03% or more*
Answer Fence 61.00% 63.03% 63.03% or more*
Standard Lighting 61.00% 64.50% 64.50% or more*
Utility Lighting 61.00% 64.50% 64.50% or more*
453 Criterion 61.00% 62.00% 62.00% or more*
Answer 61.00% 63.03% 63.03% or more*
Answer Freestanding Desking 61.00% 63.03% 63.03% or more* Univ ITC/OTC Bins/Shelves 61.00% 63.03% 63.03% or more* Univ Pedestals 61.00% 63.03% 63.03% or more*
Universal System Screens 61.00% 63.03% 63.03% or more*
Universal System Worksurface 61.00% 63.03% 63.03% or more* Universal Tables 61.00% 63.03% 63.03% or more*
Akira Tables 48.41% 51.75% 51.75% or more*
Architectural Modular Power 51.18% 53.56% 53.56% or more* FitWork 43.00% 44.70% 44.70% or more*
Kart Seating 48.41% 51.36% 51.36% or more*
Low Profile Floor 51.18% 53.56% 53.56% or more*
Pathways Power & Communication 57.21% 61.30% 61.30% or more* Premium Whiteboard 49.36% 52.12% 52.12% or more*
QT Pro 51.18% 53.56% 53.56% or more*
RoomWizard 2.0 46.52% 46.52% 46.52% or more*
Runner Tables 48.41% 51.75% 51.75% or more*
Steelcase Series 1 55.62% 57.00% 57.00% or more*
TS Bins & Shelves 60.12% 61.75% 61.75% or more*
TS Fixed Pedestals 60.12% 61.75% 61.75% or more*
TS Large Storage Cabinets 60.12% 62.05% 62.05% or more* TS Mobile Pedestals 60.12% 61.75% 61.75% or more*
TS Tower Too 60.12% 61.75% 61.75% or more*
TS Underworksurface Latera 60.12% 61.75% 61.75% or more* TS Worksurfaces 60.12% 61.75% 61.75% or more*
Service Parts | Steelcase Health 35.00% 35.00% 35.00% or more* Balance of Steelcase Health (other than
Exceptions below) 45.00% 47.00% 47.00% or more*
Ainsley 45.00% 47.00% 47.00% or more*
Convey 45.00% 47.00% 47.00% or more*
Cura Seating 45.00% 47.00% 47.00% or more*
Davenport 45.00% 47.00% 47.00% or more*
Embold 45.00% 47.00% 47.00% or more*
Empath Recliner Seating 45.00% 47.00% 47.00% or more*
Exchange Tables 45.00% 47.00% 47.00% or more*
DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 318
Steelcase Products Price List / Order Size (in CAD/USD) Discounts off List
Drop Ship
$1 - $50,000 List $50,001 - $150,000 List $150,001 list and above Folio 45.00% 47.00% 47.00% or more*
Leela 45.00% 47.00% 47.00% or more*
Mineral Recliner Seating 45.00% 47.00% 47.00% or more*
Mobile Overbed Tables 45.00% 47.00% 47.00% or more*
Opus 45.00% 47.00% 47.00% or more*
Park 45.00% 47.00% 47.00% or more*
Pocket 45.00% 47.00% 47.00% or more*
Regard 45.00% 47.00% 47.00% or more*
Senza 45.00% 47.00% 47.00% or more*
Sonata 45.00% 47.00% 47.00% or more*
Surround 45.00% 47.00% 47.00% or more*
Sync 45.00% 47.00% 47.00% or more*
Tava 45.00% 47.00% 47.00% or more*
Waldorf 45.00% 47.00% 47.00% or more*
Service Parts | Turnstone 35.00% 35.00% 35.00% or more* Balance of Turnstone (other than
Exceptions below) 54.00% 57.00% 57.00% or more*
Balance of West Elm (other than Exceptions
below) 49.00% 50.50% 50.50% or more*
Service Parts | Wood 35.00% 35.00% 35.00% or more*
Victor2 50.00% 51.83% 51.83% or more*
Mackinac 50.50% 55.00% 55.00% or more*
FlexFrame 52.00% 55.00% 55.00% or more*
Verlay 52.50% 54.57% 54.57% or more*
Currency 54.00% 57.00% 57.00% or more*
Payback 54.00% 57.00% 57.00% or more*
Sawyer 54.00% 57.00% 57.00% or more*
Elective Elements 54.88% 57.93% 57.93% or more*
Siento Seating 50.17% 52.94% 52.94% or more*
Balance of Wood (other than Exceptions
below) 50.17% 52.94% 52.94% or more*
Service Parts | Worktools 35.00% 35.00% 35.00% or more* Mobile Power 48.13% 51.22% 51.22% or more*
Balance of Worktools (other than
Exceptions below) 49.00% 52.29% 52.29% or more*

Partner Products Price List / Order Size (in CAD/USD)
Discounts off Partner MSRP
Drop Ship
$1 - $50,000
Partner MSRP
$50,001 - $150,000
Partner MSRP
$150,001 Partner
MSRP and above
Moooi Carpets 6.88% 9.76% 9.76% or more*
Moooi 6.88% 9.76% 9.76% or more*
Uhuru 6.88% 9.76% 9.76% or more*
Bolia 8.75% 10.98% 10.98% or more*
Mitchell Gold + Bob W. 18.75% 21.95% 21.95% or more*
Extremis 22.50% 24.39% 24.39% or more*
FLOS Lighting 6.25% 8.54% 8.54% or more*

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PRODUCTS AND PRICING (continued)

FOR DELIVERIES IN THE UNITED STATES AND CANADA (continued)

Smart + Connected Products Price List / Order Size (in CAD/USD) Discounts off List
Drop Ship
$1 - $50,000 List $50,001 - $150,000 List $150,001 list and above Workplace Advisor Hardware 33.33% 36.54% 36.54% or more* Smart Connected Subscription 47.06% 50.00% 50.00% or more* Live Map Setup 37.50% 39.63% 39.63% or more*

*Mutually agreed upon discount to be arrived at between Member, Dealer, and Steelcase. However, the discount to Member shall be no less than the discount in the preceding tier of that pricing category.

EXCEPTIONS
x All Price Lists: New Products.
x Coalesse Price Lists: Arzu, Nanimarquina Collection.

OTHER
x Terms and conditions for the delivery and installation of architectural products will be negotiated on a project-by-project basis. x Orders from more than one Price List may be combined for the purpose of defining Order Size (e.g. Steelcase Steel, Steelcase Wood, and Steelcase Worktools.)
x For Canadian Orders, the list-dollar amounts will be converted into Canadian Dollars (CAD) using the exchange factor of the corresponding Price List, and the discount will be applied to the applicable Steelcase Canada Price List(s).

PARTNER PRODUCTS - A general term which includes third party products sold in accordance with this Agreement. Partner Products include: FLOS Lighting, Mitchell Gold + Bob Williams, Bolia, Extremis, Moooi, Uhuru.

Notwithstanding anything to the contrary, Product list-price adjustments for Partner Products will be made in conjunction with the price adjustments of Partner Products’ manufacturers and are not subject to written notification to Member. The product selection evolves over time; availability is confirmed upon request at time of order. Any intellectual property related to Partner Products sold under this Agreement will be owned and retained by the manufacturer of such Products. Orders for Partner Products are not subject to change or cancellation without charge once the Order has been received. Steelcase will pass along any warranty with respect to Partner Products.

SMART + CONNECTED PRODUCTS – A general term which includes Steelcase’s technology products which are geared towards workplace optimization and analytics. Smart + Connected Products include: Workplace Advisor Hardware, Smart Connected Subscription, Live Map Setup. Notwithstanding anything to the contrary, the terms and conditions of any master agreement which may result from this RFP will not apply to Smart + Connected Products. In order to activate any services related to the listed Smart + Connected Products, such Member must enter into a separate agreement with Steelcase.

APPLIED RESEARCH + CONSULTING - Through a team of experienced of consultants, ARC brings deep knowledge to our customers and delivers benefits that typically include alignment of the workspace strategy, business strategy and desired behaviors; validation of how people work and interact with others— and their work environment; a co-created, integrated solution that supports the business direction; development of higher performing solutions; and employee and leadership buy-in for the proposed solution. Notwithstanding anything to the contrary, Applied Research + Consulting will not be subject to reporting or administrative fee payment for Contract Sales Activity unless otherwise agreed to in writing by Steelcase on a case-by-case basis.

WORKPLACE TOOLS + RESOURCES - Through a combination of asking, observing, and creating experiences to bring a deeper understanding of the explicit, tacit, and latent needs to be uncovered. WT+R can host discovery exercises and collaborative situation workshops with Sourcewell Members that focus on understanding workplace issues of your organization and user needs. They also offer concept reviews of applications that help our customers to visualize the ways Steelcase products can support specific workplace needs in place, posture, and control. Notwithstanding anything to the contrary, Workplace Tools + Resources will not be subject to reporting or administrative fee payment for Contract Sales Activity unless otherwise agreed to in writing by Steelcase on a case-by-case basis.

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PRODUCTS AND PRICING (continued)

DEALER SERVICES AND RATES

The rates below are subject to periodic rate increases, subject to prior written notification from Steelcase. Other terms may apply due to specific scope and will be quoted by the Dealer on a case-by-case basis. Rates are ceiling-based rates.

SERVICE FEES RATES

UNION/PREVAILING WAGE INSTALLATION/REPAIR/DELIVERY
Standard Straight Time, per hour* Per Local Rates
Time and Half, per hour* Per Local Rates
Double Time, per hour* Per Local Rates
*Added Terms may apply, minimums, after hours, Sundays, holidays, etc.

NON-UNION WAGE INSTALLATION/REPAIR/DELIVERY
Standard Straight Time, per hour* $80.00
Time and Half, per hour* $120.00
Double Time, per hour* $160.00
*Added Terms may apply, minimums, after hours, Sundays, holidays, etc.

PROJECT MANAGEMENT/COORDINATION & DESIGN SERVICES
Project Management/Coordination, per hour $100.00
Field Verifications
$90.00 per hour
Floor Core locations
Inventory of existing product in field
Coordination of electrical
Design Programming with schematic design
Space Planning
Occupancy Planning/CAD Drafter
Test Fits
Accessorizing
Architectural Finish Selection
Strategic Planning Services $150.00
Reconfiguration of existing product with or without new product $125.00 Furniture Renderings: depending on type requested $150 to $600 each Virtual Reality Simulation Quoted to scope

WAREHOUSE & ASSET MANAGEMENT
Storage $5 per cubic ft per month
Asset Management $90.00 per hour
Long Term Asset Management of products (per separate Agreement) Quoted to scope Ins and Outs
On-Site Asset Management

MOVE MANAGEMENT
Decommissioning Services Quoted to scope Move Management Services

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 321
PRODUCTS AND PRICING (continued)

DEALER SERVICES AND RATES (continued)

SERVICE FEES RATES

MAINTENANCE/REPAIR/REFURBISHING
Maintenance* – Servicing accessories: locks, chairs, keyboards, monitor arms, etc.

*Added Terms may apply, minimums, after hours, Sundays, holidays, etc. $80.00/hr. Std.Straight Time
$120.00/hr. Time & Half
$160.00/hr. Double-time
Maintenance* - Repair, Refinishing, Touch up, trim repainting; laminate trim/edge repairs

*Added Terms may apply, minimums, after hours, Sundays, holidays, etc. $80.00-$130.00/hour Std.

Straight Time
Plus Travel
Fabric Cleaning*: seating and panel

*Added Terms may apply, minimums, after hours, Sundays, holidays, etc. $35.00 each piece*
Plus Travel
Seating fabric-guarding* (task, desk, and side chairs)

*Added Terms may apply, minimums, after hours, Sundays, holidays, etc. $35.00 per chair*
Plus Travel
Leather Seating Upholstery Cleaning Quoted to scope

MISCELLANEOUS
Supplier Personnel travel expenses Member’s Prior Approval Disposal/Recycling Quoted to scope

Travel expenses will be quoted extra.

Additional Services
Rates submitted for services are ceiling-based rates which will vary based on pricing variables such as varying site conditions, hours of installation, size of projects, and other factors. These rates are ceiling-based, and therefore we encourage Sourcewell Members to negotiate lower rates for these services on a project-by-project basis with authorized Steelcase Dealers, when more specific project information is known.

Union or Prevailing Wage
Where applicable, servicing Dealers will abide by union or prevailing wage rates and quote accordingly.

Customer Own Material (“COM”)
Customer Own Material (“COM”) includes fabric, laminates, and non-contracted ancillary products. COMs are allowed and may include an associated dealer mark-up and in some cases a freight charge, depending on the COM selected by the Member. COM mark-up will have a 35% ceiling.

Additional Charges May Apply For:
x Orders of an aggregate unit quantity, example of 1 - 10 chairs, desks, files, peds, etc. - CB $300 fee per delivery. x Major Metro Markets and any non-ground floor installation: CB 1% - 3.5% of list product value - Major Metro Markets include large population centers and urban environments. x Installation in a clinical/medical environment: CB 1% - 3.5% of list product value x Special restrictions or limits established by local laws, ordinances, or the directions of the Member, including yet not limited to restrictions on transportations of materials, street access to the job site and/or dock facilities: CB 1% - 3.5% of list product value
x Installations outside normal service area, which is typically a 25-mile radius of the servicing dealer: CB 2% of list product value.
x Local Prevailing Wage and/or Union Labor Rates
x Any additional charges shall be quoted by the dealer and approved by the Member prior to performance of the work. x “CB” = Ceiling Based

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 322

PARTICIPATING DEALERS

LIST OF PARTICIPATING STEELCASE DEALERS

Participating Dealers as of the date of this Agreement are li sted below. Additions to and/or deletions from this list may be requested at any time by Sourcewell. The most current listing of authorized Steelcase dealers can be consulted at WWW.STEELCASE.COM.

Sourcewell may add or delete an authorized dealer to participate in this Agreement at its discretion. In such event, Sourcewell shall provide a written notification to Steelcase. In the event that Sourcewell desires to add an authorized dealer, Steelcase will secure such authorized dealer’s written acceptance of the terms of the Agreement. In the event of a deletion, such deletion will become effective thirty (30) days from receipt of Sourcewell’s written notification.

Changes to this Exhibit [ ] need not be incorporated into a written amendment to the Agreement.

UNITED STATES:

CANADA:

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 323
ORDERS - PROCEDURE; CANCELLATION AND CHANGES

A. Procedure
Member shall initiate orders by sending to Dealer a written or electronically transmitted (EDI) purchase order (“Order”) containing the minimum required information listed below:
x Member’s Order reference number.
x Designation of Products (e.g., style number) and/or services covered by the Order. x Designation of surface materials.
x Quantity ordered.
x Price.
x Requested delivery date.
x “Ship to” address including contact name, dock information, etc. x Billing address for invoices.
x Any special shipping or handling requirements.

Dealer and Steelcase will use their best efforts to comply with delivery dates requested by Member on Orders. For Large Orders, Steelcase recommends that Member provide as much notice as possible to Dealer in advance of the Order to reserve manufacturing capacity. Dealer shall acknowledge receipt of each Order to Member, noting the acknowledged Steelcase ship from factory and scheduled local delivery dates.

B. Cancellation and Changes
Member shall have the right to change or cancel any Order by delivering written notice to Dealer. Except as otherwise provided herein, any such change or cancellation shall be without charge prior to commencement of production of such Order. If production has begun (including the ordering of parts and materials), a charge may be applied up to the full invoice amount of the Order.

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 324

DELIVERY AND INSTALLATION PROVISIONS

Whenever delivery and/or installation is performed by Dealer, the following general provisions shall apply:

A. Labor Charges
Installation will be performed by an authorized Steelcase dealer and is based on delivery during normal working hours within the authorized Steelcase dealer’s standard service area, utilizing non -union labor. Additional labor charges may result from the following, and shall be confirmed to Member in advance:
x Work performed outside of the normal working hours at Member’s request. x Delivery and Installation outside the standard service area, which is typically outside of a 25-mile radius from a servicing dealer.
x Use of union labor due to trade regulations.
x Installation of, or work in connection with, furnitur e lighting, HVAC, cabling, wiring, prewired panels, power hook-up and various electrical work.
x Work disruptions due to other trades, unions or subcontractors.

B. Special Markings, Packaging or Handling
If special markings, packaging or handling is requested by Member, it may be subject to additional charges.

C. Condition of Job Site
The job site shall be clean and free of debris prior to installation. Adequate facilities for offloading, staging, moving, and handling of Products shall be provided without charge by Member.

D. Job Site Service
Electric current, heat, hoisting and/or elevator service, and containers for the disposal of packing materials will be furnished without charge by Member.

E. Storage
In the event that physical delivery and/or installation are delayed at Member’s Designated Location due to causes outside the control of Dealer or Steelcase, the Products will be stored at Member’s expense. All charges related to the delay (e.g., storage costs, labor for loading and unloading) will be confirmed to Member by Dealer at the time of the delay. Invoices for Products placed into storage will be sent by Dealer to Member to be paid as if the Products had been delivered as scheduled.

After the Products arrive at the designated site, safe and adequate storage space will be provided by Member if immediate installation cannot be accomplished. If the space provided is inadequate, requiring excessive sorting or movement, a charge may be applied based upon agreement between Member and Dealer.

F. Assembly
Dealer's ability to assemble Products shipped knocked down or to attach, affix, or bolt in place movable Products is sometimes dependent on union jurisdictional agreements. If trade regulations in force at the time of installation require the use of union tradesmen or tradesmen other than Dealer’s own installation personnel at the site, all resulting additional charges (e.g., the differential between uni on's or other tradesmen’s hourly rate and the non -union hourly rate of Dealer’s personnel) will be paid by Member.

G. Damage
Pursuant to the applicable Incoterm, any loss or damage to the Products by weather, other trades (such as painting or plastering), fire, or other elements shall be the responsibility of Member after the Products are delivered by Dealer; and Member agrees to hold Dealer harmless from loss for such reason. Notwithstanding the foregoing, however, any loss or damage to the Products caused by Dealer, its employees or subcontractors during installation shall be the responsibility of Dealer.

H. Insurance
During the term of this Agreement, Dealer and Steelcase will each maintain all applicable insurance coverage consistent with local insurance requirements and local practices, adequate to meet their liabilities under the Agreement; and Dealer’s insurance shall be primary. Insurance certificates are available from Dealer or Steelcase DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 325
upon request. Fire, tornado, flood, earthquake, windstorm, and other all risks insurance coverage and other applicable insurance at the site will be the responsibility of Member (including any deductibles thereunder).

DocuSign Envelope ID: CF69A165-CB68-47F7-9A66-E310C168913E 326

MEMORANDUM

CITY OF CHINO

COMMUNITY SERVICES DEPARTMENT

CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023

TO: LINDA REICH, CITY MANAGER
FROM: SILVIA AVALOS, COMMUNITY SERVICES DIRECTOR

SUBJECT
..titl e
Accept the Water Environmental Building Lead and Asbestos Abatement project (MS237) completed by Resource Environmental, Inc., Cerritos, CA, Contract #2023-251, as complete. ..end

RECOMMENDATION
1) Accept the Water Environmental Building Lead and Asbestos Abatement project MS237 by Resource Environmental, Inc., Cerritos, CA, Contract #2023 -251, as complete; 2) increase the contract by $2,521.07 for a not-to-exceed adjusted contract amount of $82,321.07 ; 3) authorize the City Manager to file the Notice of Completion; and 4) release the retention funds following the 35-day lien period.
..body

FISCAL IMPACT
The project MS237 was completed within the adopted project budget.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above further the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
· Responsible Long-Range Planning
· Integrity & Accountability

Revenue: Click or tap here to enter text.

Expenditure: 5207300-48010-MS237
Transfer In: Click or tap here to enter text. Transfer Out: Click or tap here to enter text. 327
CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023
SUBJECT: ACCEPT THE WATER ENVIRONMENTAL BUILDING LEAD AND ASBESTOS ABATEMENT PROJECT (MS237) COMPLETED BY RESOURCE ENVIRONMENTAL, INC., CERRITOS, CA, CONTRACT #2023-251, AS COMPLETE.

PAGE: 2

BACKGROUND
On May 2, 2023, City Council awarded a construction contract to Resource Environmental, Inc., Cerritos, CA for the Water Environmental Building Lead and Asbestos Abatement project (MS237). The project scope o f work included abatement of all identified lead and asbestos material per the project specifications.

ISSUES/ANALYSIS
During the course of construction, there were unforeseen items identified in the field and addressed as a modification to the proje ct. These modifications included removal of items in various locations such as two urinals, countertop, kitchen sink, ACM drywall and shelving (Change order no. 1), and removal of ceiling drywall and ACM drywall from storage room and properly remediate th e hazardous material (Change order no. 2), bringing the total contract amount of the project to $82,321.07. The following is a summary of the final contract costs for the project MS237:

Contract 2023-251 Contract Contingency
Original Construction Contract Amount $66,500 $13,300
Change Order No. 1 $5,434.64 -$5,434.64
Change Order No. 2 $7,865.36 -$7,865.36
Change Order No. 2 CM Authorized Approval $2,521.07
Final Contract & Contingency Balance $82,321.07 $0

Resource Environmental, Inc. has satisfactorily completed all work within the project budget and has complied with the terms of the contract. A Notice of Completion has also been prepared for filing with the San Bernardino County Recorder’s Office.

Attachment: Notice of Completion.

328

RECORDING REQUESTED BY
City of Chino
Community Services Department
P.O. Box 667
Chino, CA 91708

AND WHEN RECORDED MAIL TO

City Clerk
City of Chino
P.O. Box 667
Chino, CA 91708-0667
SPACE ABOVE THIS LINE FOR RECORDER’S USE

NOTICE OF COMPLETION

CITY OF CHINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA

Notice is hereby given that:

1. The undersigned is owner of the interest or estate stated below in the property hereinafter described.

2. The full name of the undersigned is City of Chino

3. The full address of the undersigned is 13220 Central Avenue, Chino, CA 91710

4. The nature of the title of the undersigned is: In fee (If other than fee, strike “In fee” and insert, for example, “purchaser under contract of purchase” or “lessee”)

5. The full names and full addresses of all persons, if any, who hold title with the undersigned are:

Names Addresses

N/A

N/A

6. The names of the predecessors in interest of the undersigned, if the property was transferred subsequent to the commencement of the work of improvement herein referred to:

Names Addresses

N/A

N/A
(If no transfer made, insert “none”)

7. A work of improvement on the property hereinafter described was completed on June 21, 2023

8. The name of the contractor, if any, for such work of improvement was:

Resource Environmental, Inc., 13100 Alondra Blvd., Suite 108, Cerritos, CA 90703 (If no contractor for work of improvement as a whole, insert “none”)

9. The property on which said work of improvement was completed is in the City of Chino, County of San Bernardino, State of California, and is described as follows:

Water Environmental Building Lead and Asbestos Abatement Project

10. The street address of said property is
13179 9th Street, Chino, CA 91710, APN No. 1020261020000 (If no street address has been officially assigned, insert “none”)

SIGNATURE OF OWNER NAMED IN PARAGRAPH 2: DATE:

Linda Reich, City Manager

CERTIFICATION FOR NOTICE OF COMPLETION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO )§

CITY OF CHINO )

I HEREBY CERTIFY that I am the Director of Community Services, Parks & Recreation for the City of Chino. I have read the foregoing Notice of Completion and know the contents thereof; and I certify that the same is true of my own knowledge.

I declare under penalty of perjury, that the foregoing is true and correct. Executed on July 18, 2023, at City of Chino, California.

Silvia Avalos
Director of Community Services, Parks & Recreation

329

MEMORANDUM

CITY OF CHINO

PUBLIC WORKS DEPARTMENT

CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023

TO: LINDA REICH, CITY MANAGER
FROM: MICHELLE DAWSON, INTERIM PUBLIC WORKS DIRECTOR

AMER JAKHER, SPECIAL PROJECTS ADMINISTRATOR

SUBJECT
..titl e
Approve a Notice of Completion for the Eastside Water Treatment Facility Expansion Project (WA19C).
..end

RECOMMENDATION
1) Accept the Eastside Water Treatment Facility (EWTF) Expansion Project (WA19C), by Pacific Hydrotech Corporation , Contract No. 2021 -212 as complete; 2) authorize the release of the retention funds following the 35-day lien period; 3) authorize the Interim Director of Public Works to file the Notice of Completion; 4) authorize the release of Performance bonds, Labor & Material bonds, and accept a Warranty Bond; and 5) authorize the Director of Public Works to approve the release of the Warranty Bond one year following the filing of the Notice of Completion if the improvements remain free from defects in material and workmanship.

..body

FISCAL IMPACT
Contract 2021 -212 for project WA19C was c ompleted within the adopted budget . There are sufficient funds remaining to cover miscellaneous filing fees associated with the Notice of Completion.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendations detailed above further the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Positive City Image
 Responsible Long-Range Planning

Revenue: Click or tap here to enter text.

Expenditure: 5207310 – 48009 – WA19C
Transfer In: Click or tap here to enter text. Transfer Out: Click or tap here to enter text. 330
CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023
SUBJECT: ACCEPT THE EASTSIDE WATER TREATMENT FACILITY EXPANSION PROJECT (WA19C), COMPLETED BY PACIFIC HYDROTECH CORPORATION, AS COMPLETE.

PAGE: 2

BACKGROUND
The City of Chino owns the Eastside Water Treatment Facility (EWTF) located at 7537 Schaefer Ave in the City of Ontario. The EWTF treats water from certain City-owned groundwater wells in the Chino Basin to remove nitrate and 1,2,3 -trichloropropane from the groundwater. The EWTF treatment process includes Granular Activa ted Carbon, Ion Exchange, and chlorine dosing to meet the State of California Water Resources Control Board Division of Drinking Water standards. The project consisted of two main components, the expansion of the treatment capacity of the EWTF from 3,500 g allons per minute (gpm) to 7,000 gpm, and the construction of dual brine pipelines to convey the brine waste resulting from the ion exchange treatment process to a Santa Ana Watershed Project Authority non-reclaimable sewer system.

To accomplish the EWTF Expansion project , the City entered into multiple contractual agreements. One contract was with Pacific Hydrotech Corp oration, the primary construction contractor for the onsite expansion of the facility. Other contracts included a separate agreement with Norstar for the construction of the dual brine pipelines, a n agreement with Calgon Corp oration for the ion exchange equipment, and a professional services agreement with TRC Engineers, Inc. for construction management and inspection services.

On January 19, 2021, City Council awarded a construction contract to Pacific Hydrotech Corporation, Perris, CA, in the amount of $6,651,200 for the Eastside Water Treatment Facility Expansion Project. Additionally, the City Council authorized expenditures of up to $665,120 for project contingencies bringing the total construction contract to a total contract amount not -to- exceed $7,316,320.

On September 6, 2022, City Council accepted the offsite dual 6” diameter brine line discharge line and directed staff to file a Notice of Completion for the brine pipeline construction accomplished by Norstar.

ISSUES/ANALYSIS
All work has been completed per the terms of the Pacific Hydrotech construction contract no. 2021-212. Ten change orders were issued to refl ect the actual final contract quantities placed during construction and for additional unforeseen items that were identified in the field. The following is a summary of the final accounting of costs for construction:

Project WA19C CONTRACT CONTINGENCY
Original Contract & Contingency $6,651,200.00 $665,120.00 Contract Change Order No. 1 $14,376.96 -$14,376.96
Contract Change Order No. 2 $34,054.95 -$34,054.95
Contract Change Order No. 3 $16,812.43 -$16,812.43
Contract Change Order No. 4 $100,599.64 -$100,599.64
Contract Change Order No. 5 $54,503.13 -$54,503.13
Contract Change Order No. 6 $69,236.96 -$69,236.96
Contract Change Order No. 7 $265,746.54 -$265,746.54
Contract Change Order No. 8 $28,343.46 -$28,343.46
Contract Change Order No. 9 $78,569.59 -$78,569.59
331
CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023
SUBJECT: ACCEPT THE EASTSIDE WATER TREATMENT FACILITY EXPANSION PROJECT (WA19C), COMPLETED BY PACIFIC HYDROTECH CORPORATION, AS COMPLETE.

PAGE: 3

Contract Change Order No. 10 $1,369.59 -$1,369.59
Final Construction Contract Amount $7,315,813.25 $506.75

Pacific Hydrotech Corporation, Perris, CA, has complied with the terms of the Contract. The contractor still has an outstanding claim but does not affect the acceptance of work or release of retention, Staff will continue to work on resolving the claim after the project is accepted. A Notice of Completion (NOC) has been prepared for filing with the San Bernardino County Recorder's Office. The retention funds will be released following the 35-day lien period.

The construction management and inspection services for this proj ect was provided through a professional services agreement with TRC Engineers, Inc. Staff anticipates bringing an item to a future Council meeting to amend that contract to finalize post -construction tasks (i.e. as -built documentation, grant requirements, labor compliance) separate from these recommended actions to accept this construction contract.

Attachment: Notice of Completion – Pacific Hydrotech Corporation (WA19C)

332

RECORDING REQUESTED BY
City of Chino
Public Works Department
P.O. Box 667
Chino, CA 91708

AND WHEN RECORDED MAIL TO

City Clerk
City of Chino
P.O. Box 667
Chino, CA 91708-0667
SPACE ABOVE THIS LINE FOR RECORDER’S USE

NOTICE OF COMPLETION

CITY OF CHINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA

Notice is hereby given that:

1. The undersigned is owner of the interest or estate stated below in the property hereinafter described.

2. The full name of the undersigned is City of Chino

3. The full address of the undersigned is 13220 Central Avenue, Chino, CA 91710

4. The nature of the title of the undersigned is: In fee (If other than fee, strike “In fee” and insert, for example, “purchaser under contract of purchase” or “lessee”)

5. The full names and full addresses of all persons, if any, who hold title with the undersigned are:

Names Addresses

N/A

N/A

6. The names of the predecessors in interest of the undersigned, if the property was transferred subsequent to the commencement of the work of improvement herein referred to:

Names Addresses

N/A

N/A
(If no transfer made, insert “none”)

7. A work of improvement on the property hereinafter described was completed on 08/10/23

8. The name of the contractor, if any, for such work of improvement was:

Pacific Hydrotech Corporation
(If no contractor for work of improvement as a whole, insert “none”)

9. The property on which said work of improvement was completed is in the City of Chino, County of San Bernardino, State of California, and is described as follows:

Eastside Water Treatment Facility Expansion Project (WA19C)

10. The street address of said property is 7537 Schaefer Avenue, Ontario, CA 91762 (If no street address has been officially assigned, insert “none”)

SIGNATURE OF OWNER NAMED IN PARAGRAPH 2: DATE: 9/05/2023 Michelle Dawson, Interim Director of Public Works

CERTIFICATION FOR NOTICE OF COMPLETION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO )ss

CITY OF CHINO )

I HEREBY CERTIFY that I am the Interim Director of Public Works for the City of Chino. I have read the foregoing Notice of Completion and know the contents thereof; and I certify that the same is true of my own knowledge.

I declare under penalty of perjury, that the foregoing is true and correct. Executed on ___September 5,2023_____, at City of Chino, California

Michelle Dawson
Interim Director of Public Works

333

MEMORANDUM

CITY OF CHINO

PUBLIC WORKS DEPARTMENT

CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023

TO: LINDA REICH, CITY MANAGER
FROM: MICHELLE DAWSON, INTERIM PUBLIC WORKS DIRECTOR

SUBJECT
..titl e
Approve a Purchase Order to M.K. Smith Chevrolet for a 2023 Chevrolet Tahoe in the amount of $60,933.62.

..end

RECOMMENDATION
1) Approve a purchase order to M.K. Smith Chevrolet, Chino, CA, in the amount of $60,933.62 for the purchase of one (1) model year 2023 Chevrolet Tahoe; 2) increase the vendor cap for M.K. Smith Chevrolet to $133,433.62; and 3) authorize the City Manager to execute all necessary documents on behalf of the City.

..body

FISCAL IMPACT
Sufficient funds are included in the 2023-2024 operating budget.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above further the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Positive City Image
 Responsible Long-Range Planning

Revenue: Click or tap here to enter text.

Expenditure: 6607400-48070
Transfer In: Click or tap here to enter text. Transfer Out: Click or tap here to enter text. 334
CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023
SUBJECT: APPROVE A PURCHASE ORDER TO M.K. SMITH CHEVROLET FOR A 2023 CHEVROLET TAHOE IN THE AMOUNT OF $60,933.62.

PAGE: 2

BACKGROUND
The Public Works Department’s Fleet Division is responsible for purchasing, maintaining, and replacing all City -owned vehicles. When a vehicle is purchased, the vehicle is assigned a unit number and placed on a maintenance and eventual replacement schedule. The approved Fiscal Year 2023-2024 budget includes funds for the purchase of one (1) new vehicle (assigned to the Police Department) to replace the following unit due to mechanical condition and depreciation:

 Unit No. 155 2017 Ford Explorer XLT

ISSUES/ANALYSIS
Finance staff, with the assistance of Public Works staff, compiled specifications and prepared bid packages for one (1) model year 2023 Chevrolet Tahoe. The requested vehicle was identified in order to maintain consistency with the City’s e xisting fleet, the familiarity of the staff operating and providing mechanic services on the truck, and the availability of parts from local dealerships. On July 24, 2023, the bid notice was published on the City’s PlanetBids website and distributed to fifty-eight (58) dealerships.

On August 4, 2023, the City received four (4) bids with the following results:

Dealership Name City Unit Price

Tax and Fees

Total Cost for
Vehicle

M.K. Smith Chevrolet Chino $ 56,457.80 $ 4,475.82 $ 60,933.62 Winner Chevrolet Elk Grove $ 69,150.00 $ 5,367.88 $ 74,517.88 UAG Cerritos Cerritos $ 73,354.06 $ 5,693.69 $ 79,047.75 Transwest Truck Center Fontana $ 77,472.25 $ 6,304.44 $ 83,776.69

M.K. Smith Chevrolet, Chino, CA, has been thoroughly reviewed by City staff and deemed the lowest responsible and responsive bidder with a bid amount of $60,933.62. Therefore, staff recommends that the City Council approve a purchase order to M.K. Smith Chevrolet, Chino, CA, in the amount of $56,457.80 plus sales tax and fees of $ 4,475.82, for a total amount not-to- exceed $60,933.62, and a vendor cap increase to $133,433.62. All supporting documents are on file with the City’s Finance Department’s Purchasing Division.

Attachment – Dealership Bid

335
336
337
338
339
340
341
342
343
344
345
346
347
348
349
PlanetBids, Inc.
350

MEMORANDUM

CITY OF CHINO

PUBLIC WORKS DEPARTMENT

CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023

TO: LINDA REICH, CITY MANAGER
FROM: MICHELLE DAWSON, INTERIM PUBLIC WORKS DIRECTOR

SUBJECT
..titl e
Approve a Purchase Order to PB Loader Corporation for a 2023 Asphalt Patch Truck in the amount of $286,547.69.

..end

RECOMMENDATION
1) Approve a purchase order to PB Loader Corporation, Fresno, CA in the amount of $286,547.69 for the purchase of one (1) Model Year 2023 Ford F750 Asphalt Truck; and 2) authorize the City Manager to execute all necessary documents on behalf of the City.

..body

FISCAL IMPACT
Sufficient funds are included in Fiscal Year 2023-2024 Equipment Management budget.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above further the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Positive City Image
 Superior Customer Service

Revenue: Click or tap here to enter text.

Expenditure: 6607400-48080
Transfer In: Click or tap here to enter text. Transfer Out: Click or tap here to enter text. 351
CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023
SUBJECT: APPROVE A PURCHASE ORDER TO PB LOADER CORPORATION FOR A 2023 ASPHALT PATCH TRUCK IN THE AMOUNT OF $286,547.69.

PAGE: 2

BACKGROUND
The Public Works Department’s Fleet Division is responsible for purchasing, maintaining, and replacing all City -owned vehicles. When a vehicle is purchased, the vehicle is assigned a unit number and placed on a maintenance and eventual replacement schedule. The approved Fiscal Year 2023-2024 budget includes funds for the purchase of one (1) new vehicle to replace the following unit due to mechanical condition and depreciation:

 Unit No. 635 2004 GMC Asphalt Patch Truck

ISSUES/ANALYSIS
The City contracts for some vehicle purchases through Sourcewell, a government agency offering competitively solicited contracts for use by education, government, and nonprofits.

Finance and Public Works used Sourcewell contracted vendors to obtain bids for one (1) model year 2023 Ford F750 Asphalt Truck. The requested vehicle was identified in order to maintain consistency with the City’s existing fleet, the familiarity of the staff operating and providing mechanic services on the truck, and the availability of parts from local dealerships.

PB Loader Corporation, Fresno, CA, was selected as a vendor to provide this vehicle utilizing the Sourcewell contract. PB Loader Corporation provided pricing for one (1) model year 2023 Ford 750 Asphalt truck under Sourcewell contract No. 080521-PBL. The pricing is as follows:

National Auto Fleet Group, Watsonville, CA
Vehicle Description Unit Price

Tax and Fees

Total Cost for Vehicle

2023 Ford F-750
Asphalt truck
$266,067.00 $20,480.69 $286,547.69

PB Loader Corporation’s pricing has been thoroughly reviewed by City staff. Therefore, staff recommends that the City Council approve a purchase order to PB Loader Corporation, Fresno, CA, in the amount of $266,067 plus sales tax and fees of $20,480.69, fo r a total amount not-to- exceed $286,547.69. All supporting documents are on file with the City’s Finance Department/ Purchasing Division.

Attachment – Quote and Sourcewell contract

352
TERMS Net 30

FOB FRESNO
MFG PRODUCT ARO See Below
INSTALL AROT See Below
QUOTE DATE 6/8/2023
SOURCEWELL MEMBER ID# 99973

CITY OF CHINO, CA
DESCRIPTION PRICE EXTENSIONPART NO.QTY
PB LOADER CONTRACT NO. 080521-PBL SOURCEWELL CONTRACT - LISTED PRICES QUOTATION NO. 11578.R1

EMULSION SYSTEM

PATCHER
1 51619-00 MODEL BC-4 ASPHALT PATCHER (4 CUBIC YARD CAPACITY) EQUIPPED WITH RADIANT

HEATER, THERMOSTATICALLY CONTROLLED LPG BURNER, HYDRAULIC TOP LIDS AND DOORS, KEVLAR CHAIN CONVEYOR, HAND TORCH, SHOVEL APRON, 25 GAL. LPG

TANK, INSTALLATION AND PAINT BLACK
$87,009.00 $87,009.00
1 BH-153-21 PB MODEL BH-153-21 EMULSION SPRAY UNIT HEATED BY TRUCK COOLING SYSTEM, Y STRAINER, FILL BASKET, HYDRAULICALLY POWERED, 21 GAL. SOLVENT TANK, 132 GAL. EMULSION, WAND WITH 25' HOSE , AUXILIARY ELECTRIC HEAT SYSTEM,

INSTALLATION AND PAINT BLACK
$13,311.00 $13,311.00

EMULSION SYSTEM OPTIONS
$2,197.002" INSULATED EMULSION TANK1 50276-00 $2,197.00 $642.00EMULSION WAND W/SQUEEZE1 4016-20 $642.00

COMPACTION TOOLS
$3,126.00COMPACTOR LIFT PLATFORM - HYDRAULIC0 50640-00 $3,126.00 $3,022.00COMPACTOR PLATE - WACKER WP1550AW HONDA 0 7100-31 $3,022.00

HOSE REELS
$477.00HOSE REEL - 3/8" X 25' FOR SOLVENT1 5437-00s $477.00 $1,051.00HOSE REEL - 3/4" X 50' FOR AIR HAMMER1 5396-00 $1,051.00 $565.00HOSE REEL - 3/8" X 50' FOR SOLVENT1 5494-00s $565.00 $587.00HOSE REEL - 1/2" X 50' FOR EMULSION1 5395-00 $587.00

CHASSIS
$92,450.002024 NEW F750 GAS REGULAR CAB CHASSIS WITH 7.3L V-8 ENGINE, 6-SPEED AUTOMATIC TRANSMISSION WITH PTO PROVISION, 50 GAL. FUEL TANK, HYDRAULIC BRAKES, STEEL POWDER COATED WHEELS, 11R22.5G GOODYEAR TIRES, CAB PAINTED WHITE
1 Chassis $92,450.00

HEATING
$1,534.00LPG TANK 35 GAL - IN LIEU OF 25GAL.1 50555-00 $1,534.00 $3,028.00ELECTRIC OVERNIGHT HEATING SYSTEM - 240 VAC 6K 40AMP1 50630-01 $3,028.00 $555.0025' POWER CABLE 240 VOLT1 7065-00 $555.00
$224.00THERMOMETER 0-3002 6024-00 $448.00
WANDS
$1,379.00SOLVENT PUMP & WAND WITH 25FT HOSE1 50560-00 $1,379.00 $542.00VANAIR 5' BLOW WAND W/ SQUEEZE HANDLE 1 5978-30 $542.00

SPOIL BINS
$3,887.0036" WIDE CURB SIDE MOUNTED STATIONARY SPOILS BIN1 56150-00 $3,887.00 $2,494.00REAR SPOILS BIN1 MODS-70 $2,494.00

CONTROLS
$345.00TOP LIDS OPEN WARNING LIGHT IN CAB1 MODS-07 $345.00

STORAGE
$173.00DUAL ASPHALT LUTE HOLDER - BRKT1 2120-00 $173.00

HAMMER SYSTEMS
$333.00LOCKABLE HAMMER HANGER1 7021-00 $333.00
$19,381.00VANAIR 160 CFM (100 PSI) UNDERDECK AIR COMPRESSOR1 7700-00 $19,381.00 $653.00FRONT BUMPER OUTLET FOR VANAIR 160 CFM1 MODS-10 $653.00 $3,797.00AIR HAMMER APT 90# W/ ASPHALT CUTTER AND TAMPER PAD1 7020-41 $3,797.00

DISCHARGE SYSTEMS
$1,223.00PIVOTAL ASPHALT CHUTE1 50553-00 $1,223.00

WARNING SYSTEMS
$1,290.00STROBE - WHELEN MICRONS MCRNSA LED (SET OF TWO)1 695-2MC $1,290.00 $2,988.00TRAFFIC ADVISOR - WHELEN MODEL TA45B72, 8 LIGHT 700 SERIES HEADS LED , 72" LG
1 7807-00 $2,988.00

SAFETY ACCESSORIES
$168.00FRONT BUMPER CONE HOLDER (MALE)2 7300-00 $336.00 $447.00FIRE EXTINGUISHER 20#1 7999-30 $447.00
$44.00TRIANGLE KIT1 7999-40 $44.00

MARKET RATE ITEMS
$0.00STEEL SLAT BELT CONVEYOR IN LIEU OF KEVLAR (BC MODELS)1 SLAT-00 $0.00 $510.00DIGITAL THERMOSTATS IN LIEU OF ANALOG DIAL1 DIG-01 $510.00 $8,784.0048" WIDE X 78" HIGH X 32" DEEP SIDE MOUNTED STORAGE BOX WITH DOUBLE

DOORS, T-HANDLE LOCK, SHOVEL/BROOM HOLDERS INSIDE, PAINTED BLACK 1 CUSTOM $8,784.00
$3,617.00ECCO MODEL 21-00009-E LIGHT BAR WITH TRAFFIC ADVISOR MOUNTED ABOVE

EMULSION TANK WITH CONTROLLER IN CAB
1 CUSTOM $3,617.00
$950.00TWO (2) WHELEN M4A AMBER WARNING LIGHTS, 3.38" H X 1.4" D X 5.50" L ,

MOUNTED REAR TOP CORNERS
1 CUSTOM $950.00
$417.00TWO (2) LARGE HEAVY-DUTY FOLDING STEPS MOUNTED REAR PASSENGER SIDE OF

PATCHER
1 CUSTOM $417.00
$675.00REMOTE THROTTLE CONTROL FOR ENGINE AT REAR OF UNIT1 CUSTOM $675.00 PB Loader Corporation
5778 W. Barstow * Fresno, California 93722-5024 * Telephone (559) 277-7370 * Fax (559) 277-7375 Toll Free 800-350-8521 * Web www.pbloader.com 353
TERMS Net 30

FOB FRESNO
MFG PRODUCT ARO See Below
INSTALL AROT See Below
QUOTE DATE 6/8/2023
SOURCEWELL MEMBER ID# 99973

CITY OF CHINO, CA
DESCRIPTION PRICE EXTENSIONPART NO.QTY
PB LOADER CONTRACT NO. 080521-PBL SOURCEWELL CONTRACT - LISTED PRICES QUOTATION NO. 11578.R1
$249,314.00
$14,953.00
$1,800.00
$20,480.69
$286,547.69
$286,547.69
SOURCEWELL LISTED TOTAL:

MARKET RATE ITEMS TOTAL PRICE:

ESTIMATED FREIGHT TO CUSTOMER:

7.75% SALES TAX:

GRAND TOTAL:

GRAND TOTAL FOR 1 UNITS:

1. LEAD TIME FOR BODY PRODUCTION IS 120 DAYS, WITH AN ADDITIONAL 120-150 DAYS TO INSTALL AFTER RECIEPT OF CHASSIS AND BODY. LEAD TIME SUBJECT TO CHANGE AT TIME OF ORDER.

2. PRICES INCLUDE SOURCEWELL DISCOUNT. MARKET PRICE ITEMS, INCLUDING CHASSIS, ARE AT BEST MARKET RATE VALUE.

3. CHASSIS PRICE SUBJECT TO COMMODITY SURCHARGES AND ESCALATORS.

PB Loader Corporation
5778 W. Barstow * Fresno, California 93722-5024 * Telephone (559) 277-7370 * Fax (559) 277-7375 Toll Free 800-350-8521 * Web www.pbloader.com 354
080521-PBL

Rev. 3/2021 1

Solicitation Number: RFP #080521

CONTRACT

This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and PB Loader Corporation, 5778 W. Barstow Ave., Fresno, CA 93722 (Supplier).

Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Roadway Maintenance Equipment from which Supplier was awarded a contract.

Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT

A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires October 11, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.

C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES

A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. 














 
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Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new and the current model.

Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

3. PRICING

All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be 














 
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returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.

B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.

C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS

Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.

At a minimum, the request must:

x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; 














 
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x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING

A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell 














 
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contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.

Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which will be negotiated directly between the Participating Entity and the Supplier. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE

A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:
















 
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x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT

A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following fields:

x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased 














 
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by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE

Sourcewell's Authorized Representative is its Chief Procurement Officer.

Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE

A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.

D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.















 
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E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. INDEMNITY AND HOLD HARMLESS

Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

12. GOVERNMENT DATA PRACTICES

Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT

A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use thetrademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, 














 
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resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws.

5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.
















 
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14. GOVERNING LAW, JURISDICTION, AND VENUE

The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

15. FORCE MAJEURE

Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY

If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES

A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract. 














 
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The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:

x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms 














 
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no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate

Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is 














 
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primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE

A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION

Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.

Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.
















 
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21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS

Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 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 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. 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 C.F.R. § 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 C.F.R. § 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. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. 














 
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C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (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 C.F.R. § 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. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 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 C.F.R. § 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. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require 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).

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names 














 
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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. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have 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. Suppliers must 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. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must 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.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). 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 Solid Waste Disposal Act, as amended by the Resource Conservation 














 
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and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 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; procuring solid 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.

M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.

O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.

P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.

Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.

R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.

Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.
















 
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T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.

22. CANCELLATION

Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell PB Loader Corporation

By: __________________________ By: __________________________ Jeremy Schwartz Jason Thompson
Title: Chief Procurement Officer Title: President

Date: ________________________

Date: ________________________

Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO

Date: ________________________
















 





















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389

MEMORANDUM

CITY OF CHINO

ADMINISTRATION DEPARTMENT

CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023

TO: LINDA REICH, CITY MANAGER
FROM: JACKIE MELENDEZ, ASSISTANT CITY MANAGER

SUBJECT
..titl e
Approve the Third Amendment to Operating Covenant and Restrictive Covenants Affecting Interests In Real Property with Creative Bus Sales, Inc.

..end

RECOMMENDATION
..recommendation
1) Conduct a Public Hearing, 2) a pprove the Third Amendment to Operating Covenant and Restrictive Covenants Affecting Interests in Real Property between the City of Chino and Creative Bus Sales, Inc. and 3) authorize the City Manager to execute all necessary documents on behalf of the City.

..body

FISCAL IMPACT
Amending the previous agreement, which was complete as of October 1, 2022, and executing a new agreement ensures Creative Bus Sales Incorporated’s continued presence in the City and the ongoing sales tax generated for the company's operations.

CITY OF CHINO MISSION / VISION / VALUES / STRATEGIC ISSUES The recommendation detailed above further the City’s values and strategic issues that serve as key pillars on which identified priorities, goals, and action plans are built, by fostering:
 Financial Stability
 Responsible Long-Range Planning

Revenue:

Expenditure:

Transfer In: Transfer Out:
390
CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023
SUBJECT: APPROVE THE THIRD AMENDMENT TO OPERATING COVENANT AND

RESTRICTIVE COVENANTS AFFECTING INTERESTS IN REAL PROPERTY WITH CREATIVE BUS SALES, INC.

PAGE: 2

BACKGROUND
In 2001, the City of Chino (“City”) and Creative Bus, T&T Investments, LLC (“T&T”), entered an Operating Covenant and Restrictive Covenants Affecting Interests in Real Property (“Covenant”) relating to the operations of T&T. The Covenant provided a City payment to Creative Bus of an amount equal to a percentage of the sales tax generated by T&T’s operations.

On or about January 7, 2003, the City and T&T entered an Amendment to Operating Covenant and Restrictive Covenants Affecting Interests in Real Property, pursuant to which the parties agreed to establish October 1, 2002 as the “Commencement Date." On or about October 1, 2012, the City and T&T entered into a Second Amendment to Operating Covenant and Restrictive Covenants Affecting Interests in Real Property.

On or about May 1, 2015, Creative Bus began leasing the entire Site from T&T. The City wishes to consent to the Assignment of the Covenant to Creative Bus by the proposed Third Amendment to the Operating Covenant (“Third Amendment”). Additionally, the Covenant expired as of October 1, 2 022 and the proposed Third Amendment provides for the retroactive extension of the Covenant, establish ment of new payment periods , and set the terms for the City Consideration of same.

The Third Amendment is between the City of Chino and Creative Bus Sal es, Inc. With the new business model of Creative Bus and its ability to take advantage of California’s goal of an all - electric bus fleet, staff believes it is in the City’s best interest to retain the business through the Third Amendment. Currently, Creative Bus has operations in Northern California, which gives it options to move if it so desires. The Third Amendment would maintain the right of the City to the first $75,000 of sales tax revenue and a proposal for a tiered sharing structure over a six year period from 40% in years 1 and 2 to 35% in years 3 and 4 and 30% in years 5 and 6. The Third Amendment also includes two separate options to extend the term, with a total maximum term ending in May 2032.

ISSUES/ANALYSIS
Creative Bus Sales, Inc. has agreed to accept the City’s proposal, and the revisions to the Covenant by way of the Third Amendment has been prepared by legal counsel. The Third Amendment contains the following provisions:
 The new term will begin upon execution of the agreement and will be completed in May of 2028 unless options to extend are exercised. If options are exercised, the agreement will be complete as of May 2032.
 The Third Amendment approves the assignment of the Covenant, as previously amended, to be with Creative Bus Sales, Inc. and not T&T Investments, LLC.  The City will make whole Creative Bus through the retroactive payment from the completion of the previous agreement, which ended October 1, 2022.  Creative Bus will maintain Chino as a point of sale and continuously conduct “Required Operations”, which is defined as the sale, leasing, resale, servicing, and repair of buses and shuttle vehicles and other ancillary uses commonly associated with bus dealerships on the site during the entire operating period.
 Base amount of $75,000 to be paid to the City annually, prior to any sharing. 391
CITY COUNCIL MEETING DATE: SEPTEMBER 5, 2023
SUBJECT: APPROVE THE THIRD AMENDMENT TO OPERATING COVENANT AND

RESTRICTIVE COVENANTS AFFECTING INTERESTS IN REAL PROPERTY WITH CREATIVE BUS SALES, INC.

PAGE: 3

 Sales tax sharing terms are 40% for years 1 and 2. 35% for years 3 and 4 and 30% for years 5 and 6.

All other provisions of the original Agreement and first and second amendments will rema in unchanged.

ENVIRONMENTAL DETERMINATION
In accordance with the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, §§ 15000 et seq.), and any applicable local CEQA policies and procedures, t he Third Amendment is not a “project” for purposes of CEQA, as that term is defined by the CEQA Guidelines section 15378, because the Third Amendment merely contemplates a government funding mechanism or other government fiscal activity, which does not inv olve any commitment to any specific project which may result in potentially significant physical impact on the environment, pursuant to Guidelines section 15378(b)(4), or alternatively, it constitutes an organizational or administrative activity that will not result in a direct or indirect physical change in the environment pursuant to Guidelines section 15378(b)(5). Creative Bus is concurrently operating at the site and no physical changes to the site or operations will occur by reason of the proposed Third Amendment.

ATTACHMENTS - 1. Third Amendment to Operating Covenant and Restrictive Covenants Affecting Interests in Real Property between City of Chino and Creative Bus Sales, Inc.

2. City of Chino Economic Development Subsidy Report Pursuant to Government Code Section 53803

392

01225.0045/872267.2 1

APN 102-481-0020-000 (Above space for recorder’s use only) (Exempt from recording fees per Govt Code § 6103
and §27383)

THIRD AMENDMENT TO OPERATING COVENANT AND RESTRICTIVE COVENANTS

AFFECTING INTERESTS IN REAL PROPERTY

This THIRD AMENDMENT TO OPERATING COVENANT AND RESTRICTIVE COVENANTS AFFECTING INTERESTS IN REAL PROPERTY (“Amendment”) is entered into as of ___________, 2023 by and between the CITY OF CHINO, a municipal corporation (“City”) and CREATIVE BUS SALES, INC., a California corporation (“Creative Bus”). The City and Creative Bus shall collectively be referred to as the “Parties”.

RECITALS

A. City and the predecessor to Creative Bus, T&T Investments, LLC, a California limited liability company (“T&T”), are parties to that certain Operating Covenant and Restrictive Covenants Affecting Interests in Real Property dated December 1, 2001, recorded on November 1, 2002, as Instrument No. 2002 - 0591622, relating to the operations of T&T on certain real property more partic ularly described therein as the "Site," and City' s payment to Creative Bus of an amount equal to a percentage of the sales tax generated by T&T’s conduct of such operations (“Original Covenant").

B. On or about January 7, 2003 , City and T&T entered into th at certain Amendment to Operating Covenant and Restrictive Covenants Affecting Interests in Real Property ("Amendment No. 1"), pursuant to which the parties agreed to establish October 1, 2002 as the “Commencement Date."

C. On or about October 1, 2012, City and T&T entered into that certain Second Amendment to Operating Covenant and Restrictive Covenants Affecting Interests in Real Property ("Amendment No. 2"), pursuant to which the parties agreed to (i) add an additional ten (10) Payment Periods, (ii) set f orth the terms for calculating the City Consideration payments during such additional Payment Periods, and ( iii) add additional covenants of City and Creative Bus. The Original Covenant, as modified by Amendment No. 1 and Amendment No. 2, is hereinafter referred to as the "Covenant."

D. On or about May 1, 2015, Creative Bus began leasing the entire Site from T&T ______ (“Assignment”).

RECORDING REQUESTED BY AND
WHEN RECORDED, MAIL TO:

CITY OF CHINO
13220 Central Avenue
Chino, California 91710
Attn: City Clerk
393

01225.0045/872267.2 2

E. City wishes to consent to the Assignment of the Covenant to Creative Bus by this Amendment.

F. Additionally, the Covenant expired as of October 1, 2022 and the parties now wish to provide for the retroactive extension of the Covenant, establish new Payment Periods and set the terms for the City Consideration of same.

G. The parties intend to amend the Covenant as set forth herein.

NOW, THEREFORE, the parties agree as follows:

AGREEMENT

1. Incorporation of Recitals. The foregoing recitals are incorporated herein.

2. Effective Date. This Amendment shall be effective upon recordation in the Official Records of San Bernardino County.

3. Defined Terms. Terms not specifically defined in this Amendment shall have the meaning in the Covenant.

4. Assignment. Creative Bus hereby represents that all the rights, title and interest in T&T has been duly assigned to Creativ e Bus by way of the Assignment and that Creative Bus is fully and unequivocally authorized to enter into this Amendment by virtue of such Assignment. Based on such representation, which representation is a material inducement to the City entering into this Amendment, the City hereby approves the assignment of the Covenant to Creative Bus.

5. Modifications to Original Covenant. City and Creative Bus hereby agree to add additional six (6)-year periods to the Covenant, commencing May 1, 2022, with the option to extend for two (2) additional two (2) -year periods (collectively, “ Additional Payment Period”) for a total maximum term ending May 1, 2032 (“Extended Operating Period”). To effectuate this modification, the Covenant is hereby modified as follows:

A. Section 1 Definitions, “ Additional Payment Period ”. The definition of “Allowable Sales Tax”, as provided for in Amendment No. 1 and amended by Amendment No. 2, is hereby amended in its entirety to read as follows:

“The term “Additional Payment Period” means the additional six (6)-year periods commencing May 1, 2022, with the option to extend for two (2) separate Option Periods.

B. Section 1 Definitions, “ Allowable Sales Tax ”. The definition of “Allowable Sales Tax”, as provided for in Amendment No. 1 and amended by Amendment No. 2, is hereby amended in its entirety to read as follows:

“The term “Allowable Sales Tax ” means for each Extended 394

01225.0045/872267.2 3

Additional Payment Period, the (i) the Sales Tax, less (ii) the sum of Seventy -Five Thousand Dollars ($75,000). For each of the Additional Payment Periods added pursuant to this Amendment, City shall pay Creative Bus an amount equal to a percentage (“Applicable Percentage ”) of the actu al amount of Allowable Sales Tax for that Revised Extended Payment Period. The Applicable Percentage for each of the six (6), and potential additional two (2) Additional Payment Periods is as follows:

Payment Period Applicable Percentage
2002-2022 Per Amendment No. 2
2023 40%
2024 40%
2025 35%
2026 35%
2027 30%
2028 30%
2029 30% (1st Option Period)
2030 30% (1st Option Period)
2031 30% (2nd Option Period)
2032 30% (2nd Option Period)

It is expressly understood by Creative Bus that the "Allowable Sales Tax" for each of the ten (10) Additional Payment Periods during the Revised Extended Operating Period does not include the first Seventy- Five Thousand Dollars ($75,000) of Sales Tax received by City for that Additional Payment Period. In connection therewith, as to each of the ten (10) Additional Payment Periods.

City and Creative Bus hereby agree that the amount to be paid by City to Creative Bus hereunder during each of the potential ten (10) Additional Payment Periods in the Extended Operating Period is a fair exchange for the consideration to be furnished by Creative Bus to City in that Additional Payment Period.

The Parties acknowledge that the second paragraph of Section

4.1.1 of the Covenant and the calculation of City Consideration set forth therein is not applicable to the Extended Operating Period.”

C. Section 1 Definitions, “Payment Period” . The definition of “Payment Periods”, as provided for in Amendment No. 1 and amended by Amendment No. 2, is hereby amended in its entirety to read as follows:

“The term “Payment Period” shall mean the twenty (20) one-year periods ending October 1, 2022 , plus additional six (6) -year periods commencing May 1, 2022, with the option to extend for two (2) separate Option Periods.”

395

01225.0045/872267.2 4

D. Section 1 Definitions, shall be amended to add the term “Option Periods” to read as follows:

“The term “Option Periods” shall mean City’s option, in its discretion, to extend the Payment Periods and Termination Date by two (2) additional two (2)-year periods.”

E. Section 1 Definitions, “Termination Date”. The definition of “Termination Date”, as provided for in Amendment No. 1 and amended by Amendment No. 2, is hereby amended in its entirety to read as follows:

“The term “Termination Date ” shall mean the twenty (20) one - year periods ending October 1, 202 2, as extended by additional six (6)-year periods commencing May 1, 2022 , and terminating on May 1, 2028, except that the City may, in its discretion, extend such time for two (2) separate Option Periods, for a total maximum term ending May 1, 2032.”

6. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Creative Bus each ratify and reaffirm each and every one of the respective rights and obligations arising under the Covenant, as amended by this Amendment. Each Party represents and warrants to the other that there have been no written or oral modifications to the Covenant other than by way of this Amendment and as provided herein. Each Party represents and warrants to the other that the Covenant, as amended by this Amendment, is currently an effective, valid, and binding obligation.

Creative Bus represents and warrants to City that, as of the date of this Amendment, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Covenant.

City represents and warrants to Creative Bus that, as of the date of this Amendment, Creative Bus is not in default of any material term of the Covenant and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Covenant.

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

8. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to t he provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other Amendment to which said party is bound.

9. Counterparts. This Amendment may be executed in counterparts, each of 396

01225.0045/872267.2 5

which when so executed and delivered will be deemed to be an original, and such counterparts together will constitute one instrument.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date specified above.

CREATIVE BUS:

CITY:

CREATIVE BUS SALES, INC., a
California corporation
By By: __________________________

_______________, __________

By:By: __________________________

_______________, __________

CITY OF CHINO, a municipal
corporation
By:

Linda Reich, City Manager

ATTEST:
__________________________
Natalie Gonzaga, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER LLP

By: ________________________
Fred Galante, City Attorney

397

01225.0045/872267.2

ACKNOWLEDGMENT

State of California )

County of San Bernardino )

On , 2023, before me,
(insert name and title of the officer)
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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 that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ______________________

(Seal)
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.
398

01225.0045/872267.2

ACKNOWLEDGMENT

State of California )

County of San Bernardino )

On , 2023 before me,
(insert name and title of the officer)
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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 that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ______________________

(Seal)

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.
399