Colton City Council
July 21, 2026

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2.6 LAFCO Approval. City's sewer service to the P roperty is subject to approval by the Local Agency Formation Commission (“LAFCO”) pur suant to California Government Code Section 56133.

2.7 Additional Agreements. City is agreeing to pr ovide sewer service pursuant to this Agreement and thereby subject to certain terms and conditions set forth in additional agreements provided for in Section 3.3 below.

2.8 Terms and Conditions. Property Owner and the Property shall be subject to all terms and conditions of this Agreement, including t he additional agreements provided for in Section 3.3 below, as well as all applicable federa l, state and local laws, rules and regulations, including, but not limited to, all ordinances and r egulations of the City, the County of San Bernardino, and all other public agencies governing properties and sewer service within the City.

2.9 Colton Utility Authority. Property Owner under stands that the City has entered into a Utility System Management Agreement, dated a s of September 1, 2000, with the Colton Utility Authority (“CUA”) for the maintenance, mana gement and operation of its Water Enterprise and Wastewater Enterprise (“CUA Manageme nt Agreement”). To the extent that this Agreement is deemed to be a "material contract" und er the CUA Management Agreement, City enters into this Agreement on behalf of the CUA and subject to the terms of the CUA Management Agreement.

3. T ERMS .

3.1 Recitals. The above recitals are incorporated herein by reference.

3.2 Legal Description. The Property ( APN 0274-131-50-0000 ), which is located outside of the City's boundaries, is more fully des cribed in Exhibit “A” attached hereto and incorporated by reference.

3.3 Additional Agreements.

3.3.1 Connection Agreement. The Property shall b e connected to the City's public sewer main lines pursuant to terms and condi tions provided for in a separate agreement between the City and Property Owner.

3.3.2 Fee Agreement. Property Owner and the City will enter into a separate agreement providing for the payment of all applicab le fees, including, but not limited to, an agreement processing fee, an extra-territorial acreage fee, a monthly sewer service fee, a capacity fee and a saddle fee.

3.4 Annexation.

3.4.1 Property Owner Consent. Property Owner hereby irrevocably consents to the annexation of the Property to the City. Proper ty Owner agrees to covenant for herself and her agents, employees, contractors, heirs, successo rs and assigns who obtain title to the Property

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(“Successors”) to not in any way object to, protest , delay, frustrate or otherwise impede any annexation proceedings concerning the annexation of the Property to the City. Property Owner and her Successors shall cooperate in every reasona ble way with the requests of the City, LAFCO or any other public agency in any proceedings to annex the Property to the City. The Property Owner’s and the Successors’ cooperation sh all include, but not be limited to, the filing of all necessary applications, petitions, plans, dr awings and any other documentation or information required by the City, LAFCO or other pu blic agency at Property Owner’s sole cost and expense. If Property Owner wishes to commence proceedings to annex the Property to the City, Property Owner shall be responsible for all a pplicable fees, including those fees which may be imposed by LAFCO and the City.

3.4.2 No City Obligation. The City shall not hav e any obligation to annex the Property to the City at any particular time or at a ll. The City shall retain, in its sole and absolut e discretion, the right to annex the Property when an d if the City believes annexation is appropriate.

3.5 City’s and Property Owners Obligations. The Ci ty shall provide sewer service to the Property when, and as long as, all required agr eements are executed, fees are paid and the Property is connected to the City's sewer system.

3.6 Applicable Laws, Rules & Regulations. The int ent and purpose of this Agreement is for the Property to enjoy the same ben efits and be subject to the same obligations and restrictions as a property located within the C ity’s boundaries which receives sewer service.

Therefore, Property Owner, the Property’s discharge of sewage into the City’s sanitary sewer, shall be subject to all applicable federal, state a nd local laws, rules and regulations, including, but not limited to, all ordinances and regulations of the City, the County of San Bernardino, and all other public agencies governing properties and sewer service within the City.

3.7 Notices Under Agreement. Notices required und er this Agreement shall be sufficient if in writing and either served personal ly upon the parties to whom they are directed or by deposit in the United States mail, postage prepa id, certified, return receipt requested, addressed to the following:

City: City Clerk
City of Colton
650 N. La Cadena Dr.

Colton, CA 92324

Property Owner: Tony Jara,
Authorized Signatory of Jay Gees LLC
5318 El Rivino Rd.

Riverside, CA 92509

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3.8 Authority; Termination; Colton Utility Authorit y. This Agreement is entered into pursuant to the authority granted to the City by Ca lifornia Government Code Section 56133(a).

This Agreement shall terminate with the written con sent of both Parties or in the event the Property is annexed to the City. To the extent tha t this Agreement is deemed to be a "material contract" under the CUA Management Agreement, Prope rty Owner has no right to terminate this Agreement, either with or without cause, based upon the existence or non-existence of the CUA Management Agreement. Therefore, if the CUA Manage ment Agreement expires or terminates for any reason, Property Owner shall remain fully o bligated to perform under this Agreement on behalf of the CUA or another third party contracted by the CUA for the maintenance, management and operation of the Water Enterprise and/or Wastewater Enterprise.

3.9 Recordation; Assignment. This Agreement shall be binding upon the Parties, their heirs, successors and assigns. While this Ag reement is intended to be recorded against the Property with the County Recorder, it need not be i n order to be effective. This Agreement shall expressly apply only to the Property described here in. Property Owner shall have the right to assign her rights, duties and obligations under thi s Agreement to Successor owners or legal occupants of the Property.

3.10 No Additional Connections. No additional wat er or sewer service connections are permitted pursuant to this Agreement, other than those expressly provided for herein.

3.11 Modification. This Agreement may be modified only by a subsequent written amendment duly approved and executed by both Parties.

3.12 Governing Law and Venue. This Agreement shal l be governed by and construed under the laws of the State of California. Any act ion commenced to enforce the terms of this Agreement shall be filed in the County of San Bernardino, State of California.

3.13 Attorneys’ Fees. Should the Parties commence litigation and/or arbitration to enforce the provisions of this Agreement, the preva iling Party shall be entitled to receive the costs of such litigation or arbitration, including reasonable attorneys’ fees, expert fees and other costs and expenses.

3.14 Further Cooperation. Each Party covenants an d agrees to prepare, execute, acknowledge, file, record, publish, deliver to the other Party such other instruments or documents, including, but not limited to, the additional separate agreements referred to herein, as is required and may be reasonably necessary to carry out this Agreement.

3.15 Integration. This Agreement represents the e ntire understanding between the City and Property Owner as to those matters contained he rein, and supersedes and cancels any prior oral or written understandings, promises or represe ntations with respect to those matters covered hereunder.
[SIGNATURES TO FOLLOW ON NEXT PAGE]

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SIGNATURE PAGE FOR

EXTRA-TERRITORIAL SEWER SERVICE AGREEMENT

BY AND BETWEEN

CITY OF COLTON AND JAY GEES LLC

IN WITNESS WHEREOF, the Parties have entered into t his Agreement as of the ______________ day of ______________________, ___________________.

CITY OF COLTON

By: _________________________
Frank J. Navarro, Mayor

Attest: _________________________
Isaac T. Suchil
City Clerk

Recommended for Approval:

_________________________
Executive Director
Colton Utility Authority

Approved as to Form:

_________________________
Carlos Campos
City Attorney

Tony Jara, Authorized Signatory
of Jay Gees LLC

By: _________________________
Signature

_________________________
Name (Print)

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EXHIBIT “A”

LEGAL DESCRIPTION AND MAP/DIAGRAM OF PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN TH E CITY OF COLTON,

COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA AND I S DESCRIBED AS FOLLOWS:

LOT 42 OF BLOCK "B" OF TRACT NO. 1, BEING A SUBDIVI SION OF A PORTION OF

COLTON TERRACE CITRUS TRACT, IN THE CITY OF COLTON, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS RECORDED IN MAP BOOK 19, PAGE 67 RECORDS OF SAN BERNARDINO COUNTY STATE OF CALIFORNI A. EXCEPTING THE SOUTHEASTERLY 3.00 FEET OF SAID LOT.

Assessor's Parcel Numbers(s): 0274-131-50-0000

Item: 4.

Staff Report

Meeting Date: July 21, 2026
To: City Council
From: Bill Smith, City Manager
Prepared By: Chad Blais, PW & Utility Services Director Item Name: Bond - Approve Release of the Faithful Performance and Labor & Material Bonds for DAP-001-566 (US Auctions) at 1050 S. 6th St., APN: 0163-281-31-0000.

Recommended Action:

1. Staff recommends that the City Council authorize staff to release Faithful Performance and Labor & Material Bonds, including any riders, for completed improvements for DAP-001-566 (US Auctions) located at 1050 S. 6th St. with APN: 0163-281-31-0000.

2. Staff recommends that the City Council authorize staff to release the Maintenance (Guarantee and Warranty Security) Bond one full year after formal City acceptance of public improvements for DAP-001-566 (US Auctions) located at 1050 S. 6th St. with APN: 0163-281-31-0000.

Background:

On October 13, 2020, the City of Colton Planning Commission approved DAP-001-566 (US Auctions), a Conditional Use Permit (CUP) to allow automobile auction sales, Architectural & Site Plan Review, of a 5,550 square-foot two-story office, a 6,000 square-foot single-story warehouse/storage building, and an outdoor car storage yard and Sign Review of main building entry sign on a vacant 7.1 acre parcel within the M-1-SDA (Light Industrial-Sensitive Development Area Overlay) Zone. The parcel is located at 1050 S. 6th St. and identified by APN: 0163-281-31-0000.

Construction of the US Auction site has been completed, including applicable required public improvements and final inspection was provided by the Public Works and Utility Inspector.

Issues/Analysis:

Bond submittal is a means to guarantee construction of public improvements prior to the start of construction is a standard condition of approval for development projects in accordance with City policies and the Subdivision Map Act (SMA). Such public improvements include street, curb, gutter, sidewalk, street lighting, and landscaping improvements. Per City of Colton Municipal Code § 16.56 and Chapter 5 of the SMA, the developer had the option to submit guarantees via formal Bonds or Cash in-lieu of Bonds. The developer opted to submit Bonds for the required Faithful Performance, Labor & Material, and Maintenance (Guarantee and Warranty Security) Bonds (included as Exhibit A). Bond amounts are summarized as follows:

Faithful Performance Bond $ 65,541.00
Labor & Material Bond $ 65,541.00
Maintenance (Guarantee and Warranty
Security) Bond
$ 3,500.00
Total $134,582.00

Government Code Section 66499(b) authorizes the City Council to release bonds if the improvements are completed. The Maintenance (Guarantee and Warranty Security) Bond is required to remain in place for a period of one (1) full year as a warranty for the constructed public improvements. The Faithful Performance Bond and Labor & Material Bond will be released immediately after City Council approval. The Maintenance (Guarantee and Warranty Security) Bond shall be released one-full year after City Council approval.

Fiscal Impacts:

There are no fiscal impacts due to the release of the Faithful Performance and Labor & Material Bonds. After Maintenance (Guarantee and Warranty Security) Bonds are released, funding for public improvements constructed through this project will be maintained by the streets maintenance budget.

Alternatives:

Provide alternative direction to staff.

Attachments:

1. Exhibit A - Faithful Performance and Labor & Material Bonds

2. Exhibit B - Maintenance (Guarantee and Warranty Security) Bond

Exhibit A

Faithful Performance and Labor & Material Bonds

Exhibit B

Maintenance (Guarantee and Warranty Security) Bond

Item: 5.

Staff Report

Meeting Date: July 21, 2026
To: City Council
From: Bill Smith, City Manager
Prepared By: Tom Miller, Interim Director
Item Name: Contract Amendment – Approve Amendment No. 1 to the Maintenance Services Agreement with BL Electrical for Repair Services to the 480 VAC System at the Agua Mansa Power Plant.

Recommended Action:

Approve Amendment No. 1 to the Maintenance Services Agreement with BL Electricals for repair services to the 480 VAC system at the Agua Mansa Power Plant, increasing the total not- to-exceed compensation amount to $89,441.00; and authorize the City Manager or designee to execute the amendment.

Background:

On March 13, 2026, the City entered into a Maintenance Services Agreement with BL Electricals for annual maintenance services at the Agua Mansa Power Plant. The scope of services includes maintenance and repairs of low and medium voltage switchgear, breakers, relays, transformer equipment, and the SF6 breaker. The original Agreement established a total not-to-exceed compensation amount of $49,275.00 for the period of March 13, 2026 through December 31, 2026.

During the course of work at the Agua Mansa Power Plant, additional repair services were identified as necessary for the 480 VAC system. These repairs are needed to support the continued reliability, functionality, and safe operation of the power plant’s electrical systems.

Issues/Analysis:

Amendment No. 1 will increase the total not-to-exceed compensation amount under the Agreement to $89,441.00 and replace Exhibit “C” to reflect the revised compensation amount.

All other terms and conditions of the original Agreement will remain unchanged and in full force and effect.

The Agua Mansa Power Plant is an important City electric utility asset, and proper maintenance and repair of its electrical systems are necessary to ensure continued operational reliability. The 480 VAC system supports critical plant functions, and completing the necessary repair services will help reduce the risk of equipment failure, service interruptions, and additional repair costs.

BL Electricals is already under contract with the City for maintenance services at the Agua Mansa Power Plant and is familiar with the facility and the electrical equipment requiring service. Approving Amendment No. 1 will allow BL Electricals to proceed with the additional repair services within the revised not-to-exceed compensation amount of $89,441.00.

Fiscal Impacts:

Sufficient appropriations are available in the adopted Fiscal Year 2026-27 budget in Account Number 520-8000-8009-2225-0548-000.

Alternatives:

Provide alternate direction to staff.

Attachments:

1. BL Electricals 2026 Maintenance Agreement

2. BL Electrical Agreement 1st Amendment 06-10-2026

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CITY OF COLTON

MAINTENANCE SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 13th day of March, 2026 by and between the City of Colton, a municipal corporation organized under the laws of the State of California with its principal place of business at 650 North La Cadena Drive, Colton, California 92324 (“City”) and BL Electricals, a corporation, with its principal place of business at 3433 Gardenia Lane , Yorba Linda, CA 92886 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement.

Contractor represents that it is experie nced in providing the annual low and medium voltage switchgear, breakers, relays, transformer, and the SF6 breaker services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

2.2 Project.

City desires to engage Contractor to render such services for the Agua Mansa Power Generation Plant Annual Voltage Maintenance project as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services . Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional the annual low and medium voltage switchgear, breakers, relays, transformer, and the SF6 breaker equipment for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

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3.1.2 Term. The term of this Agreement shall be from March 13 th, 2026 to December 31st, 2026 unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Ag reement if necessary to complete the Services.

3.2 Responsibilities of Contractor.

3.2.1 Control and Payment of Subordinates; Independent Contractor . The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contra ctor basis and not as an employee.

Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor ’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all report s and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor ’s conformance with the Schedule, City shall respond to Contractor ’s submittals in a tim ely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements . All work prepared by Contractor shall be subject to the approval of City.

3.2.4 City’s Representative . The City hereby designates the Public Works & Utility Services Director, or his or her designee, to act as its representative for the performance of this Agreement ( “City’s Representative”). City ’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.5 Contractor’s Representative. Contractor hereby designates Pahu Kumar or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor ’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques , sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

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3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represent s and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor ’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub - contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.8 Period of Performance. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above ( “Performance Time ”).

Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursua nt to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City’s decision, Contractor shall have such remedies as may be provided by law.

3.2.10 Laws and Regulations ; Employee/Labor Certifications . Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code,

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Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein a nd will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours duri ng any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10.1 Employment Eligibility; Contractor . By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control A ct of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor.

Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 3.2.10 or any of its sub- sections.

3.2.10.2 Employment Eligibility; Subcontractors, Sub -
subcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub -subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.

3.2.10.3 Employment Eligibility; Failure to Comply . Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Con tractor or its subcontractors, sub -subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which

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require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any sub contractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non -discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, tran sfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.2.10.6 Air Quality . Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality M anagement District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel - powered engine. Contractor shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.2.10.7 Water Quality.

(A) Management and Compliance . To the extent applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000 -14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter -Cologne Water Quality Control Act, to any ground or surface water in the State.

(B) Liability for Non -Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.

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(C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulati ons and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph.

3.2.11 Insurance.

3.2.11.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Section.

3.2.11.2 Minimum Requirements . Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contracto r, its agents, representatives, employees or subcontractors.

Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability : Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability :

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer ’s Liability : Workers ’ Compensation insurance as required by the State of California and Employer ’s Liability Insurance. The polic y shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance . Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits.

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(C) Notices; Cancellation or Reduction of Coverage . At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance comp any or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement.

3.2.11.3 Insurance Endorsements . The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Colton, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such w ork; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor ’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the Cit y’s own primary insurance or self -insurance shall be called upon to protect it as a named insured. Any insurance or self -insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor ’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section

3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(A).
(B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its di rectors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor ’s scheduled underlying coverage. Any insurance or self -insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way.

Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance

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proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(B). (C) Workers’ Compensation and Employer ’s Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages . Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers.

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds.

3.2.11.4 Separation of Insureds; No Special Limitations ; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers.

All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subcontractors.

3.2.11.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.2.11.6 Subcontractor Insurance Requirements. Contractor shall not allow any subcon tractors to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insureds on all subcon tractors’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

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3.2.11.7 Acceptability of Insurers . Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.2.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.11.9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement.

3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regu lations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.13 Bonds.

3.2.13.1 Performance Bond . If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.2.13.2 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.2.13.3 Bond Provisions. Should, in City ’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or

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Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. N o further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change o r alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If th e Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.

3.2.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the City. If a California -admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.2.14 Accounting Records . Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.3 Fees and Payments.

3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit ”C” attached hereto and incorporated herein by reference. The total compensat ion shall not exceed forty nine thousand two hundred and seventy-five dollars and zero cents ($49,275.00) without written approval of City of Colton . Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation . Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor.

The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

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3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work . At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City ’s Representative.

3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works ” and “maintenance” projects. If the Services are being performed as part of an applicable “public works ” or “maintenance” project, as defined by the Prevailing Wage Laws, and If the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contrac tor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4 Termination of Agreement.

3.4.1 Grounds for Termination . City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days bef ore the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this A greement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5 General Provisions.

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3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor:

BL Electricals, Inc.
3433 Gardenia Land
Yorba Linda, CA 92886
Attn: Kumar Pahu

City:

City of Colton
650 North La Cadena Drive
Colton, California 92324
Attn: Charles J. Berry, Electric Utility Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.2 Indemnification.

3.5.2.1 Scope of Indemnity . To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fee s and attorneys ’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

3.5.2.2 Additional Indemnity Obligations . Contractor shall defend, with Counsel of City's choosing and at Contractor’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that may be brought or instituted against City or its directors, officials, officers, employees, volunteers and agents.

Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding . Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its

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directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survi ve expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.

3.5.3 Governing Law; Government Code Claim Compliance . This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.

In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Cod e sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.

3.5.4 Time of Essence . Time is of the essence for each and every provision of this Agreement.

3.5.5 City’s Right to Employ Other Contractors . City reserves right to employ other contractors in connection with this Project.

3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.

All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specifi ed in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

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3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.12 Invalidity; Severability . If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.13 Prohibited Interests . Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or ma king of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City ’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employ ee of City, during the term of his or her service with City, shall have any direct interest i n this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.14 Cooperation; Further Acts . The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.15 Attorney’s Fees . If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing pa rty reasonable attorney’s fees and all other costs of such action.

3.5.16 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.5.17 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.5.18 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

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SIGNATURE PAGE FOR MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF COLTON
AND B.L ELECTRICAL

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the 13th day of March 2026.

CITY OF COLTON

By: _________________________
William R. Smith
City Manager

Attest: _________________________
Isaac T. Suchit
City Clerk

BL ELECTRICALS
a corporation

By: _________________________
Kumar Pahu
CEO, President

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EXHIBIT “A”

SCOPE OF SERVICES

B.L Electrical, Inc is please to perform the annual maintenance on the low and medium voltage switchgear, breakers, relays, transformer, and the SF6 breaker at the Agua Mansa Power Plant for the year 2026.

Scheduled maintenance to include:

All labor, travel, hotel, meals, mileage, per diem, equipment, cleaning materials for the breaker service

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EXHIBIT “B”

SCHEDULE OF SERVICES

Schedule of routine maintenance will be arranged through O & M contractor, Noresco.

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EXHIBIT “C”

COMPENSATION

Total compensation for Services shall not exceed forty nine thousand two hundred and seventy-five dollars and zero cents ($49,275.00) for the period March 13th, 2026 through December 31, 2026. Contractor shall bill City for Services rendered at the hourly rates as set forth below:

FIELD SERVICE:

Standard Rate………………………………………….$ 125.00 per hour
Overtime Rate…………………………………………$ 155.00 per hour
Travel Time……………………………………………$ 105.00 per hour

SHOP RATES:

Standard Labor Rate…………………………………....$ 105.00 per hour Repairs billed at cost plus 20%

SCHEDULED MAINTENANCE RATES…………….$ 125.00 per fired hour

UNSCHEDULED MAINTENANCE RATES…………$ 125.00 per fired hour

Performance and Payment Bonds are not required for this contract.

23152.06000\32380237.2 (BB&K: 06/2024)
AMENDMENT NO. 1 TO

MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF COLTON
AND

BL ELECTRICALS COMPANY

1. PARTIES AND DATE.

This Amendment No. 1 to the Maintenance Services Agreement is made and entered into this 27 day of May, 2026 by and between the City of Colton, a California municipal corporation (“City”) and BL Electricals , a corporation with its principal place of business at 3433 Gardenia Lane, Yorba Linda, CA 92886 (“Contractor”). City and Contractor are sometimes individually referred to herein as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 Contractor. City and Contractor entered into an agreement titled “Maintenance Services Agreement,” dated May 27, 2026 (“Agreement”), whereby Contractor agreed to provide repair services to the 480 VAC system at the Agua Mansa Power Plant.

2.2 Amendment Purpose. City and Contractor now desire to amend the Agreement for the purposes of increasing the total compensation by forty thousand one hundred sixty-six dollars and zero cents ($ 40,166.00) for additional repair services to the 480 VAC system at the Agua Mansa Power Plant.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section

3.5.9 of the Agreement.

3. TERMS.

3.1 Amendment. Section 3.3.1 of the Agreement is hereby amended in its entirety to read as follows:

"Contractor shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit ‘C,’ attached hereto and incorporated herein by reference. The total
compensation shall not exceed eighty- nine thousand four hundred forty-one dollars and zero cents ($89,441.00) without written approval of the City of Colton. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this
Agreement."

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Exhibit C is hereby deleted in its entirety and replaced with Exhibit C attached hereto and incorporated herein by reference.

3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.

3.3 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 No. 1.

3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original , but when taken together shall constitute but one and the same instrument.

[SIGNATURES ON FOLLOWING PAGE]

3 23152.06000\32380237.2 (BB&K: 06/2024)
SIGNATURE PAGE FOR AMENDMENT NO. 1 TO

MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF COLTON
AND

BL ELECTRICALS COMPANY

IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 1 to the Maintenance Services Agreement as of the day and year first above written.

CITY OF COLTON

By: _________________________
William R Smith
City Manager

Attest: _________________________
Isaac T. Suchil
City Clerk

BL ELECTRICALS
a CORPORATION

By: _________________________
Signature

_________________________
Name (Print)

_________________________
Title (Print)
By: _________________________
Signature

_________________________
Name (Print)

_________________________
Title (Print)

4 23152.06000\32380237.2 (BB&K: 06/2024)
EXHIBIT "C - AMENDMENT NO. 1"

COMPENSATION

Total compensation for Services shall not exceed eighty-nine thousand four hundred forty-one dollars and zero cents ($89,441.00) for the period March 13th, 2026 through December 31, 2026.

Contractor shall bill City for Services rendered at the hourly rates as set forth below:

FIELD SERVICE:

Standard Rate………………………………………….$ 125.00 per hour Overtime Rate……………………………………………………$ 155.00 per hour
Travel Time……………………………………………$ 105.00 per hour

SHOP RATES:

Standard Labor Rate…………………………………....$ 105.00 per hour
Repairs billed at cost plus 20%

SCHEDULED MAINTENANCE RATES…………….$ 125.00 per fired hour

UNSCHEDULED MAINTENANCE RATES…………$ 125.00 per fired hour

Performance and Payment Bonds are not required for this contract.

Item: 6.

Staff Report

Meeting Date: July 21, 2026
To: City Council
From: Bill Smith, City Manager
Prepared By: Chad Blais, PW & Utility Services Director Item Name: Contract Award - Award Contract to Iteris, Inc. for the Engineering Design of Pepper Avenue/Valley Boulevard Smart Corridor Improvement Project in the amount of $108,440.

Recommended Action:

1. Authorize the award of contract to Iteris, Inc. for the engineering design and construction support for the Pepper Avenue/Valley Boulevard Smart Corridor Improvement Project in the amount of $108,440.

2. Authorize the City Manager to execute the professional service agreement with Iteris, Inc.

Background:

On May 07, 2025, the SBCTA board approved the City of Colton’s submittal for the development of a smart arterial corridor along Pepper Avenue from San Bernardino Avenue and Valley Boulevard and Valley Boulevard from Pepper Avenue to Mt. Vernon Avenue and an agreement between the City of Colton and SBCTA for the development of a smart arterial corridor project was approved by the City Council on September 16, 2025.

The Pepper Avenue to Valley Boulevard corridor was selected since it is part of the San Bernardino Avenue Corridor – BRT (Bus Rapid Transit) Systemwide Plan and San Bernardino Valley Coordinated Traffic Signal System Corridors. The proposed traffic signal corridor improvement will include, but is not limited to, advanced video detection systems, ADA- compliant pedestrian signals, upgrade of communication systems such as new radio, antennae, and software and hardware for system traffic control, new advanced transportation controller compatible with TSP (Transit Signal Priority), emergency vehicle pre-emption, and Traffic Management Center upgrades. Street intersections included on this project are shown on the attached project map.

Issues/Analysis:

On May 1, 2026, City staff issued the Request for Proposal (RFP) for the preparation of engineering design and construction support for the Pepper Avenue/Valley Boulevard Smart Corridor Improvement Project. The RFP was released on Bid Net on May 1, 2026, and published in Press Enterprise on May 2, 2026. The RFP deadline was May 21, 2026, and City staff received the following proposals:

a. Iteris, Inc – Los Angeles, CA — $108,440.00
b. HR Green Pacific Inc. – Corona, CA — $115,519.95
c. Minagar and Associates, Inc. – Laguna Hills, CA — $123,886.72 d. TKE Engineering, Inc. – Riverside, CA — $274,126.00
e. Michael Baker International, Inc. – Ontario, CA — $467,780.00

The evaluation of the proposals received from the five (5) engineering firms was conducted on June 4, 2026 by a selection committee made up of city staff from the Public Works Department.

The committee ranked Iteris, Inc. as the most qualified firm to perform the necessary engineering design and construction support for this project. Iteris' qualifications included similar projects completed in the City of Downey (Citywide Bus Signal Project), City of Laguna Niguel (La Paz Road/ Cabot Road Regional Traffic Signal Synchronization Program), Riverside County (County Intelligent Transportation System) and SBCTA (San Bernardino Valley Coordinated Traffic Signal System and development of Smart County Master Plan). In addition to the above qualifications, Iteris submitted the most competitive cost proposal for the engineering design and construction support in the amount of $108,440. The contract with Iteris, Inc. is attached.

Fiscal Impacts:

Sufficient appropriations in the adopted FY2025-26 budget are available for carryover for the contract award in the following accounts:

Funding Account No. Iteris Contract
SBCTA Smart Corridor
Grant (80%)
225-2633-6150-3890-0000-000 $86,752.00
Local Traffic Impact Fund
(20%)
249-2633-6150-3890-0000-000 $21,688.00
Total $108,440.00

Alternatives:

Provide alternative direction to staff.

Attachments:

1. Project Map - SMART Corridor

2. Colton - Iteris Inc. Model Professional Services Agreement-1

Pepper Ave./Valley Blvd. SMART Corridor Project
Project Map

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-1

CITY OF COLTON

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 21st day of July 2026, by and between the City of Colton, a municipal corporation organized under the laws of the State of California, with its principal place of business at 650 North La Cadena Drive, Colton, California 92324 ("City") and Iteris, Inc., a corporation with its principal place of business at 801 South Grand Ave., Suite 750, Los Angeles, CA 90017 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing engineering design services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional engineering design consulting services for Pepper Avenue/Valley Boulevard Smart Corridor Improvement Project ("Project") as set forth in this Agreement.

3. T
ERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all the labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional engineering design consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be Three Hundred Sixty- Five (365) calendar days from the issuance of Notice to Proceed , unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Fees and Payments.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed One Hundred Eight Thousand Four Hundred Forty and 00/100 Dollars

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-2

($108,440.00) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non -disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.2.4 Extra Work . At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”

3.3 Responsibilities of Consultant.

3.3.1 Independent Contractor; Control and Payment of Subordinates . The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have c ontrol over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, dis ability insurance, and workers' compensation insurance.

3.3.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the p rofessional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-3

provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.3.4 Substitution of Key Personnel . Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shal l be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Naree Kim, Project Manager..

3.3.5 City's Representative. The City hereby designates Public Work and Utility Services Director, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.2 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant hereby designates Naree Kim, Project Manager, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agr eement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, t echniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the S ervices assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-4

its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re -employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”).

Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.3.10 Laws and Regulations ; Employee/Labor Certification. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rul es and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.3.10.1 Employment Eligibility; Consultant . By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Ac t of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant.

Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Consultant shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.3.10 or any of its sub- sections.

3.3.10.2 Employment Eligibility; Subcontractors, Consultants, Sub- subcontractors and Subconsultants . To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-5

subconsultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.3.10.1.

3.3.10.3 Employment Eligibility; Failure to Comply . Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub- subcontractors or subconsultants to meet any of the requirements provided for in Sections

3.3.10.1 or 3.3.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section

3.3.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

3.3.10.4 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non -discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.3.10.5 Air Quality . To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel - powered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its sub-consultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3.11 Insurance.

Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-6

required under this Section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this Section.

3.3.11.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant , its agents, representatives, employees or subconsultants.

Consultant shall also require all of its subconsultants to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability : Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability :

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 minimum per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability$1,000,000 minimum per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California.

Employer’s Liability limits of $1,000,000 minimum per accident for bodily injury or disease.

Defense costs shall be paid in addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage . At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insur ance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City may withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may suspend or terminate this Agreement.

3.3.11.3 Professional Liability . Consultant shall procure and maintain, and require its sub- consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 minimum per claim, and shall be endorsed to include contractual liability. Defense costs shall be paid in addition to the limits.

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-7

3.3.11.4 Insurance Endorsements . The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Colton, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and completed operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance or self -insurance shall be called upon to protect it as a named insured. Any insurance or self -insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section

3.3.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.3.11.4(A).
(B) Automobile Liability . The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its dir ectors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self -insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.

Notwithstanding the minimum limits set forth in Section 3. 3.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.3.11.4(B). (C) Workers’ Compensation and Employer’s Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages . Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers.

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds.

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-8

3.3.11.5 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers.

All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.3.11.6 Deductibles and Self -Insurance Retentions . Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respec ts the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims, and adm inistrative and defense expenses.

3.3.11.7 Subconsultant Insurance Requirements . Consultant shall not allow any subconsultants to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If re quested by Consultant, the City may approve different scopes or minimum limits of insurance for particular subconsultants. The Consultant and the City shall be named as additional insureds on all subconsultant s’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

3.3.11.8 Acceptability of Insurers . Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.3.11.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.3.11.10 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.3.12 Water Quality Management and Compliance.

3.3.12.1 Storm Water Management . Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising from such waters, and assumes any and all risks and liabilities arising therefrom.

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23152.06000\30453088.2 Exhibit “A”-9

3.3.12.2 Compliance with Water Quality Laws, Ordinances and Regulations. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, wi thout limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

3.3.12.3 Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations an d policies described in Section 3.2.12.2 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.

3.3.12.4 Liability for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Section 3.3.12.2 of this Agreement is a violation of federal and state law.

Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
(B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant’s failure to comply with any applicable water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity.
(C) Damages: City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in Section 3.3.12.2 of this Agreement, or any other relevant water quality law, regulation, or policy.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance"

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23152.06000\30453088.2 Exhibit “A”-10

projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant s hall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the Department of Industrial Relations against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subconsultant.

3.4.3 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Accounting Records.

3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.6 General Provisions.

3.6.1 Termination of Agreement.

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-11

3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: Iteris, Inc.
601 South Grand Ave., Suite 750
Los Angeles, CA 90017
ATTN: Steven Bradley, P.E., Senior Vice President
City: City of Colton
650 North La Cadena Drive
Colton, CA 92324
ATTN: Chad Blais, PW and Utility Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate not ice on the date actual notice occurred, regardless of the method of service.

3.6.3 Ownership of Materials and Confidentiality.

3.6.3.1 Documents & Data; Licensing of Intellectual Property . This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-12

where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, C onsultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.6.3.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.6.3.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a pro ject other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re- use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & D ata, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.6.3.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.6.3.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be di sclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed c onfidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-13

the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6.3.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.6.4 Cooperation; Further Acts . The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.5 Indemnification.

3.6.5.1 To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subconsultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.5.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.6.7 Governing Law; Government Code Claim Compliance. This Agreement

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-14

shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.

In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.9 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.6.10 Successors and Assigns . This Agreement shall be binding on the successors and assigns of the parties.

3.6.11 Assignment or Transfer . Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.6.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.6.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.6.15 No Third- Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-15

3.6.17 Prohibited Interests . Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in th e performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.18 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.19 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6.20 Federal Provisions. (Not Used/No Federal Funding).

3.7 Subcontracting.

3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[SIGNATURES ON NEXT PAGE]

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-16

SIGNATURE PAGE TO

PROFESSIONAL SERVICES AGREEMENT BY AND
BETWEEN THE CITY OF COLTON AND ITERIS, INC.

CITY OF COLTON ITERIS, INC.

A Corporation

By: ____________________________ By: _________________________ William R. Smith Steven Bradley
City Manager Regional Vice President

Attest:

____
Isaac T. Suchil, City Clerk

Approved as to Form:

______________________________
Best Best & Krieger LLP
City Attorney

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-17

EXHIBIT "A"

SCOPE OF SERVICES
Task 1 – Project Management
Cost control and documentation will be a priority throughout the project. Iteris will ensure that all administrative items required for the City reporting, both funding and project progress, are prepared and maintained throughout project delivery and for project closeout.

Deliverables:
• Project kick-off meeting, meeting materials, and minutes • Draft and Final Detailed project budget and schedule by work tasks • Monthly invoices and progress reports
• Set up file-sharing portal on Iteris platform for easy access to documents • Close-out and other documentations as per agency requirements Task 2 –Field Review
After the initiation of the project, each study intersection and controller cabinet along the corridor will be thoroughly inventoried to document existing traffic signal hardware and ITS equipment. In addition, we will open the existing pull boxes to verify conduit sizes and evaluate conduit capacity; document existing utilities or markings that can be captured through visual investigation. This is a crucial step as several intersections along the corridor will require installation of new cable in existing conduits for video detection, CCTV, and communication upgrades.

Comprehensive field reviews will be documented in a detailed report outlining key findings, planned and programmed improvements, and any additional equipment needs due to potential compatibility issues between existing and new devices. The report will also propose cost-effective solutions to ensure efficient implementation of the necessary work.

Iteris Team recently conducted a preliminary field reconnaissance for the ten (10) intersections on the project corridors. The field- data gathered is summarized in the project map presented in the proposal. The data collected included traffic signal cabinet components, intersection phasing operations, intersection geometries, bike and pedestrian control if any, adjacent land uses, and photos of the traffic signal equipment and the intersection.

Iteris will proactively coordinate with utility companies to identify potential conflicts related to new conduits and cabinet installations, if any, during both design and construction. Utility plan will be requested at the outset to integrate it into our design process if required. Utility Notification Log will be maintained, ensuring efficient conflict resolution and seamless implementation.

Task 3 – System Design and Construction

Subtask 3.1: Design Plans
Upon completion of the field review and subsequent to final agreement on project improvements with the City, including the scope established through the kick-off meeting utilizing collaborative

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-18

review, stakeholder input, and iterative technical discussions to refine the scope. This phase will include 60%, 90%, and final (100%) design submittals, ensuring the project remains on schedule for timely implementation. During the course of project refinement, Iteris will determine and finalize the appropriate level of design detail, ranging from full -fledged design plans to sketch- level drawings and/or tabular documentation, as appropriate. In addition, Iteris will coordinate closely with the City and Om nitrans to evaluate and recommend the most appropriate TSP technology for the future expansion of the corridor. This coordination effort will help ensure our recommended system will align with the operational needs of both agencies while preparing the corridor for future transit priority enhancements and connected transportation technologies. Iteris will assess compatibility with existing infrastructure, future scalability, and interoperability requirements to support efficient and reliable transit operations along the corridor.

Typically, full design plans are required for VDS system upgrades, while other ITS improvement designs may be developed in accordance with the City’s preferences. The final design will incorporate critical infrastructure upgrades but not limited with wirel ess radio communication upgrades, ATC controllers, CCTV cameras, VDS, EVP and APS– to enhance corridor-wide traffic management and future-proof the system for evolving transportation needs.

Leveraging City-provided data and a comprehensive field review of the corridor, Iteris will develop detailed design plans, specifications, and cost estimates for upgrades to traffic signal systems and communication hardware. Our approach ensures the projec t meets current needs while supporting a resilient, future- ready infrastructure capable of integrating critical systems such as TSP system.

The design will comply with City’s standards and include communication schematics to ensure seamless system integration, if used. Iteris’ familiarity with agency requirements and experience delivering similar projects will ensure compliance with all applic able standards. Initial cost estimates for equipment and construction will be prepared and refined during the design and procurement phases.

Subtask 3.2: Bid Support
Iteris will support the bidding phase by attending pre- proposal meetings, responding to RFI’s, issuing addenda, and analyzing bids to ensure a smooth, transparent, and compliant procurement process.

Subtask 3.3: Construction Support
Following design completion and award, Iteris will provide comprehensive construction support services, including oversight of project installation, review of RFIs and submittals, and addressing design-related questions or adjustments required due to field conditions. Iteris will be available for coordination meetings and provide engineering support throughout construction as needed.

If requested, prior to construction, Iteris can attend a stakeholder preconstruction meeting to review planned activities, phasing strategies, and measures to minimize delays. To further reduce schedule risks, Iteris can also assist with early procurement of long-lead items such as fiber optic cable, a proven approach that has successfully mitigated delays on past projects.

During construction, Iteris will support the City’s inspector in supervising installation to ensure compliance with design specifications and provide updates to the City on progress. Technical oversight will include system integration, configuration of IP devices, and verification of bandwidth and latency requirements for reliable network performance. Iteris will configure VLANs, switches, controllers, cameras, and detection systems, ensuring the communication network is optimized

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-19

for current needs and scalable for future expansion.

Iteris will also document existing conditions by taking pre -construction photographs of all equipment and associated infrastructure. These photographs can serve as a baseline for identifying any damage or discrepancies during construction. For any design m odifications or changes that arise during construction, Iteris can act as an extension of the City to review, negotiate, and communicate changes with the contractor. If the City desires, Iteris can coordinate with the inspector and City staff to conduct the final walkthrough and develop the final punch list, including establishing a schedule for completion of all items. Iteris can monitor progress and follow through with the contractor to ensure all punch list items are fully completed.

Subtask 3.4: As-Built Records
Upon completion of construction and after acceptance by the City, Iteris will conduct a field walk to verify the installed improvements and document any deviations from the original design. Finally, Iteris will complete the As -built drawings to reflect the final conditions. These As -built drawings will be provided in city preferred format (AutoCAD and PDF) or hard copy (36”x24” set on mylar for the City records and bond paper) formats, ensuring comprehensive and accurate recordkeeping.

(BB&K 2018)
23152.06000\30453088.2 Exhibit “A-I-1”

EXHIBIT "A-I"

FEDERALLY REQUIRED PROVISIONS FOR SERVICES
NONE

(BB&K 2018)
23152.06000\30453088.2 Exhibit “B”-1

EXHIBIT "B"

SCHEDULE OF SERVICES
The term of this Agreement shall be Three Hundred Sixty-Five (365) calendar days from the issuance of Notice to Proceed. A detailed schedule will be submitted upon issuance of notice to proceed.

(BB&K 2018)
23152.06000\30453088.2 Exhibit “C”-1

EXHIBIT "C"

COMPENSATION
The total compensation shall not exceed One Hundred Eight Thousand Four Hundred Forty and 00/100 Dollars ($108,440.00)

Note: No rate increases are allowed in the event that this Agreement is renewed pursuant to Section 3.1.2 of this Agreement.

Item: 7.

Staff Report

Meeting Date: July 21, 2026
To: City Council
From: Bill Smith, City Manager
Prepared By: Chad Blais, PW & Utility Services Director Item Name: Contract Award - Award Contract to Tait & Associates for the Engineering and Design for the O Street Water Main Replacement Project in an amount not to exceed $59,620.00.

Recommended Action:

Staff recommends that the City Council approve a Professional Services Agreement (PSA) with Tait & Associates to provide engineering design services for the O Street Water Main Replacement Project in an amount not to exceed $59,620.00.

Background:

Having an adequate and reliable water supply is essential to protecting the health, safety, and welfare of the community. The City of Colton is the primary provider of water services for domestic consumption, fire protection, and irrigation, serving approximately 53,000 residents within a 17.5-square-mile service area.

The City's Water Master Plan has identified several aging and undersized water mains that have exceeded their useful service life and require replacement. Many of these facilities consist of steel water mains that are more than 50 years old. Due to internal corrosion and mineral buildup, these pipelines have experienced reduced hydraulic capacity, water quality issues, frequent leaks, and increasing maintenance costs. In addition, portions of the existing water system are located within narrow alleys that restrict maintenance access and complicate emergency repairs.

The O Street Water Main Replacement Project was developed to improve the reliability and operational efficiency of the City's water distribution system within this service area. The project includes the installation of approximately 1,600 linear feet of new 8-inch ductile iron water main along Stephen Street from 7th Street west to the end of the roadway, 7th Street from Stephen

Street to O Street, and O Street from 7th Street to 6th Street (see attached map).

The project will replace the existing 2-inch and 4-inch water mains located within the street and adjacent alleys. Work also includes reconnecting all existing water services, relocating selected water meters from alley or rear property locations to the front of the properties where necessary, installing new fire hydrants, valves, blow-offs, air-vacuum assemblies, service laterals, fittings, and other required appurtenances. Existing water mains that are no longer required will be abandoned in place and filled with controlled low-strength material (CLSM), unless removal is necessary to accommodate the new pipeline alignment. All pavement, sidewalks, and other affected improvements will be restored in accordance with City of Colton standards.

Relocating the water main from the alley into the public street will improve accessibility for future maintenance, reduce emergency repair costs, improve fire protection, enhance water system reliability, and provide adequate capacity to serve existing and future customers.

Issues/Analysis:

On December 16, 2025, the City Council approved a list of pre-qualified consulting firms to provide on-call engineering, construction management, and inspection services for various maintenance and capital improvement projects for Fiscal Years 2025-26 through 2027-28.

On April 2, 2026, the City issued a Request for Proposals (RFP) to the pre-qualified consulting firms for engineering design services for the O Street Water Main Replacement Project. The City received proposals from three engineering firms:
a. Tait & Associates - $59,620
b. TKE Engineering - $72,218
c. HR Green - $86,616

Staff evaluated the proposals based on qualifications, experience, project approach, and fee.

Following the evaluation, Tait & Associates was determined to be the most qualified consultant and submitted a proposal in the amount of $59,620.00 to prepare the engineering design, construction plans, technical specifications, cost estimate, and bidding documents necessary for construction of the project. Staff recommend awarding the Professional Services Agreement to Tait & Associates.

Fiscal Impacts:

The total contract amount for engineering design services for the FY 2026-27 Water Mainlines Replacement Project is 59,620.00. Sufficient appropriations for the contract are available in the adopted FY2026-27 budget in Water Fund Mainline Replacement Capital Improvement Account No. 521-8100-8106-3890-0000-000.

Alternatives:

Provide alternative direction to staff.

Attachments:

1. Vicinity Map

2. PSA - Tait & Associates

"O" STREET WATER MAINLINE

REPLACEMENT

(BB&K 2018)
23152.06000\30453088.2 -1-

CITY OF COLTON

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 21st day of July 2026, by and between the City of Colton, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 650 North La Cadena Drive, Colton, California 92324 ("City") and Tait & Associates, Inc. a corporation, with its principal place of business at 701 Parkcenter Drive, Santa Ana, CA 92705 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Engineering services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project;
City desires to engage Consultant to render such professional Engineering consulting services for the ENGINEERING AND DESIGN OF THE “O” STREET WATER MAINLINES REPLACEMENT PROJECT (“Project”) as set forth in this Agreement Consultant understands that the City has entered into a Utility System Management Agreement, dated as of September 1, 2000, with the Colton Utility Authority (“CUA”) for the maintenance, management and operation of its Water Enterprise and Wastewater Enterprise (“CUA Management Agreement”). To the extent that this Agreement is deemed to be a "material contract" under the CUA Management Agreement, City enters into this Agreement on behalf of the CUA and subject to the terms of the CUA Management Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all the labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Engineering consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and inc orporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2026 to June 30, 2027, unless earlier terminated as provided herein Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agr eement if necessary to complete the Services.

(BB&K 2018)
23152.06000\30453088.2
-2-

3.2 Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates . The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Serv ices under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Ser vices under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely ma nner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements . All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel . Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who f ail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, sha ll be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Dennis Sloan, P.E., Vice President.

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3.2.5 City's Representative. The City hereby designates Chad Blais, Public Works and Utilit y Services Director, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.6 Consultant's Representative . Consultant hereby designates Dennis Sloan, P.E., Vice President, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement.

The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represent s and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a t hreat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Con sultant and shall not be re -employed to perform any of the Services or to work on the Project.

3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”).

Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance T ime and/or

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pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.2.10 Laws and Regulations ; Employee/Labor Certification . Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10.1 Employment Eligibility; Consultant . By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control A ct of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant.

Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Consultant shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.10 or any of its sub- sections.

3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub - subcontractors and Subconsultants . To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.

3.2.10.3 Employment Eligibility; Failure to Comply . Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub - subcontractors or subconsultants to meet any of the requirements provided for in Sections

3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section

3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

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3.2.10.4 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non -discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.2.10.5 Air Quality . To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable eq uipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel - powered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its sub-consultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.2.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined spac e procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.11 Insurance.

Time for Compliance . Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this Section.

3.2.11.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultan t, its agents, representatives, employees or subconsultants.

Consultant shall also require all of its subconsultants to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:

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(A) Minimum Scope of Insurance . Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability :

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance . Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liabi lity: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage . At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insu rance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City may withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may suspend or terminate this Agreement.

3.2.11.3 Professional Liability . Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. Defense costs shall be paid in addition to the limits.

3.2.11.4 Insurance Endorsements . The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Colton, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and completed operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20

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01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance or se lf-insurance shall be called upon to protect it as a named insured. Any insurance or self -insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section

3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be na med as additional insureds pursuant to this Section 3.2.11.4(A).
(B) Automobile Liability . The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its di rectors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self -insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.

Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.4(B). (C) Workers’ Compensation and Employer’s Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages . Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers.

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds.

3.2.11.5 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers.

All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to

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waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.2.11.6 Deductibles and Self -Insurance Retentions . Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respe cts the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims, and ad ministrative and defense expenses.

3.2.11.7 Subconsultant Insurance Requirements . Consultant shall not allow any subconsultants to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If r equested by Consultant, the City may approve different scopes or minimum limits of insurance for particular subconsultants. The Consultant and the City shall be named as additional insureds on all subconsultant s’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

3.2.11.8 Acceptability of Insurers . Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.2.11.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a per son authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. Th e City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.11.10 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.2.12 Water Quality Management and Compliance.

3.2.12.1 Storm Water Management. Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising from such waters, and assumes any and all risks and liabilities arising therefrom.

3.2.12.2 Compliance with Water Quality Laws, Ordinances and Regulations. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, w ithout limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the

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Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter -Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

3.2.12.3 Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations an d policies described in Section 3.2.12.2 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.

3.2.12.4 Liability for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, a nd ordinances listed in Section 3.2.14.2 of this Agreement is a violation of federal and state law.

Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
(B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant’s failure to comply with any applicable water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity.
(C) Damages: City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in Section 3.2.12.2 of this Agreement, or any other relevant water quality law, regulation, or policy.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Fifty-Nine Thousand Six Hundred Twenty ($59,620.00) without written approval of the City of Colton. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation . Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The

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invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non -disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.3.4 Extra Work . At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant s hall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of busine ss and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Con sultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain regis tration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with

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all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the Department of Industrial Relations against Consultant or any subconsultant that affect Consultant ’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subconsultant.

3.4.3 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Accounting Records.

3.5.1 Maintenance and Inspection . Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to t he Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.6 General Provisions.

3.6.1 Termination of Agreement.

3.6.1.1 Grounds for Termination . City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consult ant may not terminate this Agreement except for cause.

3.6.1.2 Effect of Termination . If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this A greement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the

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respective parties may provide in writing for this purpose:

Consultant: Tait & Associates, Inc.
701 Parkcenter Drive, Santa Ana, CA 92705
Attn: Dennis Sloan, PE
Vice President

City: City of Colton
650 North La Cadena Drive
Colton, CA 92324
ATTN: Chad Blais, Public Works and Utility Services
Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate not ice on the date actual notice occurred, regardless of the method of service.

3.6.3 Ownership of Materials and Confidentiality.

3.6.3.1 Documents & Data; Licensing of Intellectual Property . This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are pre pared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail t o provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.6.3.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design

(BB&K 2018)
23152.06000\30453088.2
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professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.6.3.3 Right to Use . City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a pro ject other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re -use of the Documents & Data on such other project. Consultant shall be responsible and liable for its D ocuments & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.6.3.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.6.3.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be di sclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed c onfidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6.3.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to

(BB&K 2018)
23152.06000\30453088.2
-14-

fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.6.4 Cooperation; Further Acts . The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.5 Indemnification.

3.6.5.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consul tant, its officials, officers, employees, subconsultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Co nsultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.5.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.6.7 Governing Law; Government Code Claim Compliance . This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.

In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consulta nt. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

(BB&K 2018)
23152.06000\30453088.2
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3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.9 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.6.10 Successors and Assigns . This Agreement shall be binding on the successors and assigns of the parties.

3.6.11 Assignment or Transfer . Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.6.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.6.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.6.15 No Third -Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the

(BB&K 2018)
23152.06000\30453088.2
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Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.18 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.19 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6.20 Federal Provisions. When funding for the Services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit “A -1” (Federal Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”). With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.

3.7 Subcontracting.

3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[SIGNATURES ON NEXT PAGE]

(BB&K 2018)
23152.06000\30453088.2
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SIGNATURE PAGE TO

PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN

THE CITY OF COLTON AND

TAIT & ASSOCIATES, INC

CITY OF COLTON

By: _________________________
William R. Smith
City Manager

Attest: _________________________
Isaac T. Suchil
City Clerk

TAIT & ASSOCIATES, INC

By: _________________________
Signature

_________________________
Name (Print)

_________________________
Title (Print)
By: _________________________
Signature

_________________________
Name (Print)

_________________________
Title (Print)

(BB&K 2018)
23152.06000\30453088.2 Exhibit “B”-1

EXHIBIT "A"

SCOPE OF SERVICES

TAIT & Associates, Inc.

FY 26-27 WATER MAINLINE REPLACEMENT PROJECT
Scope of Work Program
Th
e Scope of Work is structured to align with the City ’s project development process and to support efficient, coordinated delivery within the required 90-day schedule.

TAIT’s execu&on approach emphasizes early field valida1on, proac1ve u1lity coordina1on, con
structability-driven design, and disciplined progression through design milestones to red
uce risk and support efficient construc&on.

Task 1 – Project Management and Coordina1on
TAIT will provide proac&ve project management to maintain schedule, ensure coordina&on, and support &mely decision-making throughout the project.

This effort will be led through a milestone-driven approach, aligning internal produc&on with Cit
y review cycles and ensuring consistent progress toward the 90-day delivery target.

Key
elements include:
• Conduct a pre-design kickoff mee1ng t o confirm project objec&ves, design criteria, and com
munica&on protocols.
• Maintain regular coordina1on with City staff to review progress, resolve ques&ons, a nd confirm design direc&on. TAIT has assumed three (3) progress mee&ngs with the City aKer the submiGals.
• Manage internal team coordina&on across disciplines to ensur e a fully integrated des
ign.
• Track progress ag ainst schedule milestones and proac&vely address pot en&al constraints.
• Prepare focused mee&ng agendas and summaries to do cument decisions and maintain ali
gnment.
• Par&cipate in the pr e-bid mee1ng with the City to assist in responding to contractor req
uests for clarifica&on during the bid process.

Deliverables:
 Mee&ng Agenda & Minutes
 Updated Master Project Schedule
Task 2 – Field Inves1ga1on and Data Collec1on
TAIT will establish a reliable design founda&on through early and targeted field inves&ga&on efforts.

This work will be performed at the outset of the project to reduce uncertainty and inform des
ign decisions early, minimizing the poten&al for redesign or field conflict s.

TAIT & Associates, Inc.

FY 26-27 WATER MAINLINE REPLACEMENT PROJECT
Key elements include:
• Perform aerial topographic survey with 1-foot contour intervals to establish accurate base mapping.
• Conduct field reconnaissance to verify site condi&ons, iden&fy access constraints, and observe exis&ng infrastructure.
• Compile and review record drawings and available u&lity data to inform ini&al alignment and design assump&ons.

Deliverables:
 Field Topography Survey Data Files (Electronically), as needed  Site Photos and Notes from field visit, as needed
 Digital Copies of the record drawings
Task 3 – U1lity Coordina1on and Potholing
TAIT will perform proac&ve u&lity coordina&on and subsurface verifica&on to iden&fy and resolve poten&al conflicts early in the design process.

This effort will be advanced in parallel with survey and early design to support informed a
lignment decisions and avoid construc1on-phase conflicts.

K
ey elements include:
• Coordinate with u1lity providers to obtain available records and confirm exis&ng i
nfrastructure.
• Iden1fy poten&al horizontal and ver&cal conflicts along the proposed alignment. • Perform targeted potholing (assume five potholes) to verify cri&cal u&lity cross ings and depth rela&onships (this will be coordinated with Task 4.1 below). • Integrate verified u1lity data into the base maps and design to refine alignment and m
aintain required clearances.
• No1fy the u&lity companies by sending out three (3) u&lity no&fica&ons throughout the course of the project. The 1st will be at project concep&on, the 2nd will be with the 60% design, and the final will be with the approved plans and construc&on start date informa&on.

T
his approach reduces risk, improves constructability, and supports a smoother construc1on process.

Deliverables:
 U
&lity Request LeGers & Responses, U&lity Records, U&lity Correspondence, and Dig Alert list of U&li&es
 U&lity log and contact list
 Potholing Plan for City Review (PDF) – (Tied to Task 4.1 below)

TAIT & Associates, Inc.

FY 26-27 WATER MAINLINE REPLACEMENT PROJECT
Task 4 – Design Development (Plans, Specifica1ons, and Es1mate) TAIT will prepare a complete, coordinated, and construc&ble PS&E package through a structured, milestone-based design process.

Design development will incorporate phasing strategies, service con1nuity considera1ons, and
constructability-focused decision-making to ensure the project can be efficiently implemented i
n the field.

Task 4.1: Concept/30% Design
• Develop preliminary pipeline alignment considering exis&ng u&li&es, right-of-way constraints, and constructability.
• Evaluate poten&al &e-in loca&ons and preliminary phasing approach to support con&nuous service.
• Establish preliminary layout of valves, hydrants, services, and appurtenances • Begin development of service reconnec&on and meter reloca&on approach. • Confirm design direc&on and key constraints with the City. • Finalize potholing plan and issue to subconsultant. Provide assistance in scheduling and comple&ng the potholing inves&ga&on and report (See Task 3 above).

Deliverables:
 Concept Design Plans (PDF Set)
 Potholing Plan for City Review (PDF) – (Tied to Task 3 above) Task 4.2: 60% Design SubmiGal
• Advance plan sheets, and develop the profile sheets, with the refined alignment and addi&onal u&lity coordina&on including the potholing results. • Develop detailed construc&on details, including service connec&ons, appurtenances, and trench sec&ons.
• Establish correspondence with the State Water Resources Control Board, Division of Drinking Water if any waivers are needed. TAIT has vast experience in working with the Division and receiving waiver approval promptly.
• Incorporate phasing considera&ons to support uninterrupted service and efficient construc&on sequencing. Addi&onal considera&on with the nearby school will be coordinated with the City and appropriate par&es.
• Prepare draK technical specifica&ons and special provisions. • Develop preliminary engineer’s es&mate.

Deliverables:
 Second U&lity No&ces and an Updated U&lity Log (See Task 3 above)  60% Design Plans (PDF Set)
 Division of Drinking Water Waivers for City Review (PDF)  Potholing Results Report (PDF)

TAIT & Associates, Inc.

FY 26-27 WATER MAINLINE REPLACEMENT PROJECT
 60% DraK Technical Specifica&ons, Special Provisions and Bid Documents (Word, Excel, and PDF)
 60% Preliminary Engineers Es&mate (Excel and PDF)
Task 4.3: 100% Final PS&E
• Finalize all plan and profile sheets, construc&on details, and system components • Complete specifica&ons, bid schedule, and bid item descrip&ons with clear and coordinated requirements
• Finalize engineer’s es&mate of probable construc&on cost • Incorporate all City review comments and prepare a complete, biddable package Deliverables:
 100% Final Design Plans (PDF Set and Autocad 2024 or Older)  100% Final Technical Specifica&ons, Special Provisions and Bid Documents (Word, Excel, and PDF)
 100% Final Engineers Es&mate (Excel and PDF)
 Final U&lity No&ces and an Updated U&lity Log (A
er City Approval - See Task 3
above)
All deliverables will be prepared to minimize ambiguity, reduce RFIs, and support accurate contractor pricing.

Task 5 – Agency Review and Coordina1on
TAIT will support the City’s review process through structured submiGals and responsive coordina&on.

Each submiGal will include quality-controlled deliverables and clear documenta1 on of
responses to City comments to support efficient review cycles.

K
ey elements include:
• Submit design packages at Concept, 60%, and 100% stages. • Coordinate with City staff during plan check reviews to clarify comments and expecta&ons.
• Prepare wriGen responses to all review comments and track resolu&on. • Incorporate revisions into subsequent submiGals in a &mely and coordinated manner. • Work with the Division of Drinking Water to achieve waiver approval, if needed. • This phase is billed on &me and material with a not to exceed budget included hereon. If 90% of the budget is u&lized, TAIT will work with the City on next steps.

Deliverables:
 Responses to City comments at each submiGal phase (Word and PDF)  DDW Waiver Approval, as needed (Signed Waiver LeGer – PDF)

TAIT & Associates, Inc.

FY 26-27 WATER MAINLINE REPLACEMENT PROJECT
Task 6 – Bidding Phase Support
TAIT will provide responsive support during the bidding phase to ensure that the design is clearly understood and effec&vely communicated to prospec&ve contractors.

Key elements include:
• Par&cipate in the pre-bid mee&ng to present design intent and respond to ini&al ques&ons (See Task 1 for inclusion of this mee$ng).
• Provide &mely responses to bidder inquiries and Requests for Clarifica&on. • Prepare addenda, as required, to address design-related ques&ons and maintain consistency in the contract documents (two (2) addendum are assumed). • This phase is billed on &me and material with a not to exceed budget included hereon. If 90% of the budget is u&lized, TAIT will work with the City on next steps.

Deliverables:
 WriGen Response to Bid RFIs (As needed)
 Bid Addendums (Two (2) are Assumed)
Task 7 – Construc1on Phase Support
TAIT will provide focused engineering support during construc&on to assist the City in addressing design-related ques&ons and maintaining project con&nuity.

This support will emphasize &mely response and clear interpreta&on of design intent to minimize delays and field uncertainty.

Key elements include:
• Respond to Requests for Informa&on (RFIs) and SubmiGals in a &mely manner. • Provide clarifica&on of design intent and interpreta&on of contract documents. • Coordinate with the City, as needed, to support resolu&on of field condi&ons related to the design.
• This phase is billed on &me and material with a not to exceed budget included hereon. If 90% of the budget is u&lized, TAIT will work with the City on next steps.

Deliverables:
 WriGen Response to RFIs and Design Intent Clarifica&ons (As needed)  Stamped and Reviewed Construc&on SubmiGal Documents (As Needed) Construc&on management and inspec&on services, as well as detailed As-Built drawings, are not included unless otherwise requested.

(BB&K 2018)
23152.06000\30453088.2 Exhibit “B”-2

EXHIBIT "B"

SCHEDULE OF SERVICES
The term of this Agreement shall be from July 1, 2026 through June 30, 2027, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. If the City chooses to extend the Agreement City will provide written notice to Contractor thirty (30) day prior the end of the Agreement term.

(BB&K 2018)
23152.06000\30453088.2 Exhibit “C”-1

EXHIBIT "C"

COMPENSATION
Not to Exceed Amount of Fifty-Nine Six Hundred Thousand and No Cents ($59,620.00).

Item: 8.

Staff Report

Meeting Date: July 21, 2026
To: City Council
From: Bill Smith, City Manager
Prepared By: Chad Blais, PW & Utility Services Director Item Name: Contract Award - Award of Contract to HR Green Pacific, Inc. for the Engineering Design Services for Fairway Dr./Sperry Dr. Traffic Signal Installation Project in the amount of $50,433.

Recommended Action:

1. Authorize the award of a Professional Services Agreement (PSA) contract to HR Green Pacific, Inc. as the most qualified consultant to provide engineering design services for the Fairway Drive /Sperry Drive Traffic Signal Installation Project in an amount not to exceed $50,433.

2. Authorize the City Manager to execute the professional service agreement with HR Green Pacific, Inc.

Background:

On December 24, 2024, the City Traffic engineer prepared a technical memorandum for the traffic signal warrant analysis at the intersection of Fairway Drive and Sperry Drive (see attached location map). This intersection is currently STOP controlled for all approaches. Fairway Drive and Sperry Drive are classified as collector roads in the California Road System Map (CRS Map). Through analysis of collected traffic volume counts and staff field observations it was determined that based on the evaluation procedures contained in the latest California Manual on Uniform Traffic Control Devices (CMUTCD) that the conditions of this intersection satisfy the minimum warrant criteria needed to justify the installation of traffic signals, and find that installation of a traffic signal would improve overall traffic flow in the area. The report was reviewed and the traffic signal installation for this intersection unanimously approved by the Traffic Committee on February 3, 2025.

Issues/Analysis:

On December 16, 2025, the City Council approved a list of pre-qualified consulting firms to

provide on-call engineering, construction management, and inspection services for various maintenance and capital improvement projects for Fiscal Years 2025-26 through 2027-28.

On June 2, 2026, City staff issued a Request for Proposals (RFP) for the design of the traffic signal at the intersection of Fairway Drive and Sperry Drive to the pre-qualified engineering consulting firms. The City received proposals from the following engineering firms:

1. HR Green Pacific, Inc. – Corona, CA — $50,433

2. Tait & Associates – Santa Ana, CA - $55,750

3. RKA Consulting Group – Walnut, CA — $85,850

The proposals were reviewed and evaluated based on qualifications, experience, personnel, and proposed fee. Following the evaluation, HR Green Pacific, Inc. was ranked as the most qualified firm. HR Green Pacific, Inc. submitted a cost proposal of $53,700 to provide engineering design services for the project. The scope of works includes project management, utility coordination and potholing, survey, preparation of plan, specification and estimates, signal timing plan and bid/construction support. HR Green completed traffic signal projects in the cities of Colton (traffic signal modification as part of the West Colton Bikelane Project), Jurupa Valley, Rancho Cucamonga, and Hemet. Staff recommend awarding a PSA contract to H.R. Green Pacific, Inc. for an amount not to exceed $50,433. Attached is the PSA contract between the City of Colton and HR Green Pacific, Inc.

Fiscal Impacts:

Sufficient appropriations for the Fairway Drive /Sperry Drive Traffic Signal Installation Project are available in the FY2025-26 budget and eligible for carryover in the following expenditure accounts:

Funding Source Account No. HR Green Contract
Traffic Impact Fee 249-2623-6150-3890-000-000 $25,000
Host City Fee 240-2630-6150-3890-000-000 $25,433
Total $50,433

Alternatives:

Provide alternative direction to staff.

Attachments:

1. Project Location

2. Colton -HR Green Model Professional Services Agreement 1

Fairway Drive/Sperry Drive Traffic Signal Project

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-1

CITY OF COLTON

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 21st day of July 2026, by and between the City of Colton, a municipal corporation organized under the laws of the State of California, with its principal place of business at 650 North La Cadena Drive, Colton, California 92324 ("City") and HR Green Pacific, Inc., a corporation with its principal place of business at 1260 Corona Pointe Court, Suite 305, Corona, CA 92879- 5013 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing engineering design services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional engineering design consulting services for Fairway Drive /Sperry Drive Traffic Signal Installation Project project ("Project") as set forth in this Agreement.

3. T
ERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all the labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional engineering design consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreem ent, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be Three Hundred Sixty-Five (365) calendar days from the issuance of Notice to Proceed , unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Fees and Payments.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Fifty Thousand Four Hundred Thirty-Three and 00/100 Dollars ( $50,433.00)

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-2

without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non -disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.2.4 Extra Work . At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”

3.3 Responsibilities of Consultant.

3.3.1 Independent Contractor; Control and Payment of Subordinates . The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have c ontrol over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, dis ability insurance, and workers' compensation insurance.

3.3.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the p rofessional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall

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23152.06000\30453088.2 Exhibit “A”-3

provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.3.4 Substitution of Key Personnel . Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shal l be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows Shirjeel Muhammad, P.E, Project Manager.

3.3.5 City's Representative. The City hereby designates Public Work and Utility Services Director, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.2 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant hereby designates Shirjeel Muhammad, P.E., Project Manager , or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the S ervices assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at

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23152.06000\30453088.2 Exhibit “A”-4

its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re -employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”).

Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.3.10 Laws and Regulations ; Employee/Labor Certification. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rul es and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.3.10.1 Employment Eligibility; Consultant . By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Ac t of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant.

Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Consultant shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.3.10 or any of its sub- sections.

3.3.10.2 Employment Eligibility; Subcontractors, Consultants, Sub- subcontractors and Subconsultants . To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and

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23152.06000\30453088.2 Exhibit “A”-5

subconsultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.3.10.1.

3.3.10.3 Employment Eligibility; Failure to Comply . Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub- subcontractors or subconsultants to meet any of the requirements provided for in Sections

3.3.10.1 or 3.3.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section

3.3.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

3.3.10.4 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non -discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.3.10.5 Air Quality . To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel - powered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its sub-consultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.3.11 Insurance.

Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance

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23152.06000\30453088.2 Exhibit “A”-6

required under this Section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this Section.

3.3.11.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant , its agents, representatives, employees or subconsultants.

Consultant shall also require all of its subconsultants to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability : Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability :

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 minimum per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability$1,000,000 minimum per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California.

Employer’s Liability limits of $1,000,000 minimum per accident for bodily injury or disease.

Defense costs shall be paid in addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage . At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insur ance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City may withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may suspend or terminate this Agreement.

3.3.11.3 Professional Liability . Consultant shall procure and maintain, and require its sub- consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 minimum per claim, and shall be endorsed to include contractual liability. Defense costs shall be paid in addition to the limits.

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23152.06000\30453088.2 Exhibit “A”-7

3.3.11.4 Insurance Endorsements . The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Colton, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and completed operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance or self -insurance shall be called upon to protect it as a named insured. Any insurance or self -insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section

3.3.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.3.11.4(A).
(B) Automobile Liability . The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its dir ectors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self -insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.

Notwithstanding the minimum limits set forth in Section 3. 3.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.3.11.4(B). (C) Workers’ Compensation and Employer’s Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages . Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers.

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds.

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23152.06000\30453088.2 Exhibit “A”-8

3.3.11.5 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers.

All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, its officials, office rs, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.3.11.6 Deductibles and Self -Insurance Retentions . Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respec ts the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims, and adm inistrative and defense expenses.

3.3.11.7 Subconsultant Insurance Requirements . Consultant shall not allow any subconsultants to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If re quested by Consultant, the City may approve different scopes or minimum limits of insurance for particular subconsultants. The Consultant and the City shall be named as additional insureds on all subconsultant s’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

3.3.11.8 Acceptability of Insurers . Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.3.11.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.3.11.10 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.3.12 Water Quality Management and Compliance.

3.3.12.1 Storm Water Management . Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising from such waters, and assumes any and all risks and liabilities arising therefrom.

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23152.06000\30453088.2 Exhibit “A”-9

3.3.12.2 Compliance with Water Quality Laws, Ordinances and Regulations. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, wi thout limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

3.3.12.3 Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations an d policies described in Section 3.2.12.2 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.

3.3.12.4 Liability for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Section 3.3.12.2 of this Agreement is a violation of federal and state law.

Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
(B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant’s failure to comply with any applicable water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity.
(C) Damages: City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in Section 3.3.12.2 of this Agreement, or any other relevant water quality law, regulation, or policy.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance"

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projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant s hall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the Department of Industrial Relations against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subconsultant.

3.4.3 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Accounting Records.

3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.6 General Provisions.

3.6.1 Termination of Agreement.

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3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: HR Green Pacific, Inc.
1260 Corona Pointe Court, Suite 305
Corona, CA 92879-5013
ATTN: Min Zhou, P.E., Principal-in-Charge
City: City of Colton
650 North La Cadena Drive
Colton, CA 92324
ATTN: Chad Blais, PW and Utility Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate not ice on the date actual notice occurred, regardless of the method of service.

3.6.3 Ownership of Materials and Confidentiality.

3.6.3.1 Documents & Data; Licensing of Intellectual Property . This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establi sh

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23152.06000\30453088.2 Exhibit “A”-12

where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, C onsultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.6.3.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.6.3.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a pro ject other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re- use of the Documents & Data on such other project. Consultant shall be responsible and liable for its D ocuments & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.6.3.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.6.3.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be di sclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed c onfidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-13

the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6.3.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.6.4 Cooperation; Further Acts . The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.5 Indemnification.

3.6.5.1 To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subconsultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.5.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.6.7 Governing Law; Government Code Claim Compliance. This Agreement

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-14

shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.

In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.9 City's Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.6.10 Successors and Assigns . This Agreement shall be binding on the successors and assigns of the parties.

3.6.11 Assignment or Transfer . Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.6.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.6.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.6.15 No Third- Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-15

3.6.17 Prohibited Interests . Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in th e performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.18 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.19 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6.20 Federal Provisions. (Not Used/No Federal Funding).

3.7 Subcontracting.

3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[SIGNATURES ON NEXT PAGE]

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-16

SIGNATURE PAGE TO

PROFESSIONAL SERVICES AGREEMENT BY AND

BETWEEN THE CITY OF COLTON AND HR GREEN
PACIFIC, INC.

CITY OF COLTON HR Green Pacific, Inc.

A Corporation

By: ____________________________ By: _________________________ William R. Smith Timothy Hartnett
City Manager Principal-in-Charge

Attest:

____ By: _________________________
Isaac T. Suchil, City Clerk

Approved as to Form:

______________________________
Best Best & Krieger LLP
City Attorney

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-17

EXHIBIT "A"

SCOPE OF SERVICES
Task 1 – Project Management
HR Green will provide ongoing project management throughout the duration of the contract to ensure the work is delivered on schedule, within budget, and in accordance with the agreed-upon scope of services. The Project Manager will serve as the single point of contact for the City and will be responsible for coordinating all internal and subconsultant activities, monitoring progress against the project schedule, and proactively communicating any issues or potential impacts to the City in a timely manner.

A project -specific schedule will be developed at the onset of the engagement and updated throughout the design process to reflect current progress and any City -driven schedule adjustments. Monthly progress reports will be submitted to the city summarizing completed tasks, upcoming milestones, budget status, and any outstanding action items requiring City input or decision.

Coordination meetings with City staff will be conducted at key project milestones, including a kickoff meeting prior to initiating design, and review meetings following each plan submittal.

Meeting agendas will be distributed in advance and written meeting summaries will be provided within five (5) business days of each meeting.

All work products will be subject to HR Green Pacific’s internal Quality Control (QC) review process prior to submittal to the City. Each deliverable will be independently reviewed by a senior engineer not directly involved in the production of the work to verify technical accuracy, completeness, and conformance with applicable standards and City requirements. A QC checklist will be maintained for each submittal and made available to the City upon request.

Task 2 – Utility Coordination & Potholing
Prepare and transmit utility notices (USA/811 and certified letters) to all utility owners with facilities potentially affected by the proposed signal installation. Utility responses will be tracked and a coordination matrix maintained throughout design. Where conflicts are identified, mitigation recommendations will be prepared and conduct coordination meetings as necessary. Potholing of utilities in conflict with proposed pole/foundation locations will be performed, and pothole data will be forwarded to City staff for their records. We anticipate the need for potholing at minimum of 2 locations.

Task 3 – Right-of-Way / Survey

It is anticipated that the project would need to have a Topographic survey at all legs of the intersection to establish existing pavement, lane configurations, utilities, and ROW boundaries.

The survey will document any constraints relevant to signal pole placement and ADA ramp design.

Task 4 - PS&E

HR Green Pacific will prepare a complete set of Plans, Specifications, and Estimates (PS&E) for the installation of a new traffic signal at the intersection of Fairway Drive and Sperry Drive in conformance with City of Colton standards, the Manual on Unifo rm Traffic Control Devices

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-18

(MUTCD), Caltrans Standard Plans and Specifications, and all other applicable standards.

The first step will be to determine the appropriate intersection lane configuration. The City may already have recent traffic volume data available from the signal warrant study. If current traffic counts are not available, we may conduct intersection turning movement counts and develop a conceptual intersection layout based on the observed traffic volumes and operational needs.

Based on our observations, the conceptual layout will consider right -of-way constraints, access requirements, and input from the adjacent private community. Up to two conceptual alternatives will be developed and evaluated. Curb extensions (bulb- outs) will be considered as a potential solution to minimize right -of-way impacts while enhancing pedestrian safety. In addition, the design will incorporate applicable California daylighting laws to restrict parking near the intersection and improve visibility for all roadway users.

The signal design plans will depict all proposed improvements including signal poles and mast arms, signal heads, controller cabinet and foundation, conduit and pull box layout, electrical service point, Accessible Pedestrian Signal (APS) push buttons, and detection systems (loop and/or video). Existing improvements such as curb and gutter, pavement, sidewalks, driveways, and handicap ramps will be shown to provide complete context for construction. All existing utilities within and adjacent to the project limits will be identified on the plans, and potential conflicts with proposed improvements will be clearly noted.

ADA-compliant pedestrian curb ramp improvements will be designed at all corners as required to meet current Caltrans Standard Plans and Title II ADA transition plan requirements. Striping, pavement markings, and legends will be addressed in a dedicated str iping plan sheet showing existing conditions, items to be removed, and all new or modified markings required to support the new signal configuration. Drainage evaluation is necessary particularly for bulb-outs to ensure the water can be drained appropriately throughout the intersection. Current catch basin may need to be relocated or enhanced.

The specifications package will incorporate the City's boilerplate General Provisions and will include technical special provisions for all signal-related bid items. A detailed Engineer's Estimate will be prepared using current Caltrans and local unit cost data, accompanied by a Bidder's Proposal Sheet formatted for use in project bidding.

Plans will be submitted at 35%, 65%, 95%, and Final (100%) milestones for City review and comment. All final plan sheets will be stamped and signed by a licensed Traffic or Civil Engineer registered in the State of California.

Task 5 - Signal Timing Plan

Signal timing plans will be developed based on collected traffic count data and field observations.

Vehicle clearance and pedestrian intervals will be established in accordance with current NCHRP and ITE recommendations. Time-of-Day (TOD) plans will be developed addressing peak periods.

The timing plans will address operations, and safety. It should be noted that the timings for the new intersection will be developed assuming it to be an isolated intersection. T he timings to be implemented by the city.

Task 6 – Bid and Construction Support

During the bid period, HR Green will respond to contractor RFIs and prepare any necessary

(BB&K 2024)
23152.06000\30453088.2 Exhibit “A”-19

addenda. During construction, HR Green will review shop drawings and submittals, respond to construction-phase RFIs, and provide field observation visits as needed to confirm conformance with the design intent. A record drawing (as -built) support will be provided upon project completion.

Deliverables:

The following deliverables will be provided upon completion of each design phase:

• Intersection base map / topographic survey
• Utility coordination notices and tracking matrix
• Pothole data forwarded to City staff
• Traffic signal PS&E – Signal Design, Striping, ADA Ramps (35%, 65%, 95%, Final) • Cover sheet with standard construction notes and location map • Feed point in coordination with the City of Colton Electric Utility • Engineer’s detailed cost estimate
• Traffic signal timing plans (TOD plans)
• Bid support: responses to RFIs and addenda preparation • Construction support: submittal review

(BB&K 2018)
23152.06000\30453088.2 Exhibit “A-I-1”

EXHIBIT "A-I"

FEDERALLY REQUIRED PROVISIONS FOR SERVICES
NONE

(BB&K 2018)
23152.06000\30453088.2 Exhibit “B”-1

EXHIBIT "B"

SCHEDULE OF SERVICES
The term of this Agreement shall be Three Hundred Sixty-Five (365) calendar days from the issuance of Notice to Proceed. A detailed schedule will be submitted upon issuance of notice to proceed.

(BB&K 2018)
23152.06000\30453088.2 Exhibit “C”-1

EXHIBIT "C"

COMPENSATION
The total compensation shall not exceed Fifty Thousand Four Hundred Thirty-Three and 00/100 Dollars ($50,433.00)

Note: No rate increases are allowed in the event that this Agreement is renewed pursuant to Section 3.1.2 of this Agreement.

Item: 9.

Staff Report

Meeting Date: July 21, 2026
To: City Council
From: Bill Smith, City Manager
Prepared By: Anthony Vega, Chief of Police
Item Name: Contract Award - Approve a Contract with Peregrine Technologies for Software Services - Real Time Situational Awareness Platform in the amount of $145,500.

Recommended Action:

1. Dispense with competitive bidding pursuant to Colton Municipal Code Section

3.08.140(e) and approve a Software Services Agreement with Peregrine Technologies for a three-year term commencing upon execution of the Agreement in Fiscal Year 2026/27 and continuing through June 30, 2029, in an amount of $145,500, with annual payments of $48,500; and,

2. Authorize the City Manager to execute the agreement and any related documents necessary to implement the services.

Background:

The Colton Police Department continues to pursue innovative and intelligence-driven tools to improve officer safety, real-time awareness, and public safety responsiveness. Peregrine Technologies offers a software platform that integrates disparate data sources into a unified, AI- powered situational awareness system, enabling officers to make informed decisions faster and with greater accuracy.

The Police Department has utilized the Peregrine platform for approximately one year and has experienced significant operational benefits. During that time, the platform has enhanced the Department’s ability to conduct crime analysis, identify emerging crime trends, and generate meaningful operational metrics and workload reporting. By consolidating data from multiple systems into a single platform, Peregrine has improved information sharing, supported data- driven decision-making, and increased the Department’s ability to proactively identify and respond to public safety concerns.

Following continued operational use and evaluation, the Department has determined Peregrine’s software enhances field operations by integrating and consolidating multiple data sources into a centralized platform. The system supports operational awareness by connecting CAD/RMS data, historical contact information, evidence repositories, and other available data sources into a single dashboard accessible to officers and supervisors. The agreement also includes implementation support, onboarding, configuration services, and user training necessary to maximize system utilization.

Issues/Analysis:

The Police Department currently utilizes Peregrine Technologies’ platform, which has proven to be a valuable operational tool supporting field, investigative, and administrative functions. The platform improves officer awareness, facilitates timely access to information, and supports more informed decision-making.

Under the proposed agreement, Peregrine will continue providing access to its real-time situational awareness platform and associated support services, including:
• Centralized dashboard integrating available operational and investigative data sources • AI-assisted analytical and situational awareness tools • Geospatial and visual intelligence capabilities supporting field investigations • Secure, permission-based access controls and administrative management features • Cloud-hosted services, maintenance, implementation support, onboarding, and training

The agreement permits unlimited access for authorized Colton Police Department personnel and includes integration support for existing Department systems. Continued use of the platform will support the Department’s ongoing efforts to enhance crime analysis, identify crime trends, improve information sharing, and provide personnel with timely access to critical operational information.

Given the platform’s demonstrated operational value, continued compatibility with existing technologies, and the Department’s existing implementation, staff recommends approval without competitive bidding pursuant to Colton Municipal Code (CMC) Section 3.08.140 – Exceptions to Competitive Bidding – Non-Public Projects, Subsection (e):

"Purpose of Bidding is Otherwise Accomplished: When the City Manager determines that it is in the best interest of the City and its administrative operations to dispense with public bidding for Non-Public Projects under this chapter. Prior City Council concurrence with the City Manager's determination shall be required for Non-Public Project purchases over one hundred thousand dollars."

Fiscal Impacts:

The proposed agreement is for a three-year term beginning July 1, 2026, and ending June 30, 2029. The annual subscription cost is $48,500, resulting in a total contract amount of $145,500 over the term of the agreement.

Annual expenditures are as follows:
• FY 26/27: $48,500
• FY 27/28: $48,500
• FY 28/29: $48,500

Sufficient appropriations for the first year are included within the Police Department FY 2026-27 operating budget in General Fund Software/Licensing/Support Account #100-6070-6071-2315- 0000-000. Future year funding will be incorporated into the Department’s annual budget process and will remain subject to City Council appropriation.

Alternatives:

Provide alternative direction to staff.

Attachments:

1. Peregrine x Colton PD - Standard Order Form - 20260604JA1

Copyright 2022, Peregrine Technologies, Inc. All rights reserved. Copyright extends to all pages of this document.

PEREGRINE CUSTOMER ORDER FORM & SCOPE OF SERVICES

Customer Information
Customer Name: Colton Police Department Contact: Chief Anthony Vega Address: 650 N. La Cadena Drive, Colton, CA
92324 Phone: 909-370-5000
Email: [email protected] Email (For Invoice Receipt):

Peregrine Services
Pricing Expiration: The following fee schedule is available to the Customer if Order Form is signed on or before June 24, 2026.

Effective Date: July 1, 2026
Initial Term: From the Effective Date through June 30, 2029 (“Initial Term”).

Description: Annual license subscription to the Peregrine platform.

Service Fee: Unless otherwise terminated as set forth in the Terms and Conditions, Customer shall pay Peregrine a service fee annually for the Term as follows:
a. $48,500 within 30 days of the Effective Date
b. $48,500 within 30 days of July 1, 2027
c. $48,500 within 30 days of July 1, 2028
Users: Customer may allow an unlimited number of employees of the Colton Police Department to access and use the Service, provided that such access is solely for Customer’s internal business purposes and not for the benefit of any third-party.

Ancillary Services: In Accordance with Section 2.2 of the Terms and Conditions, Peregrine will provide Ancillary Services as part of the Service, including implementation, configuration, initial data integrations, onboarding, and training necessary to enable Customer’s use of the Service. Peregrine will provide Customer with an introductory training session that includes an overview of the Service, background on accessible data sources as of the Effective Date, and an introduction to the analytic capabilities of the Service.

Any services requested by Customer that are outside the scope of the Ancillary Services described herein (“Additional Services”), including with respect to data integrations that are not set forth in this Order Form, shall be subject to mutual written agreement of the parties, including with respect to fees, and will be set forth in a separate statement of work.