Cities Index.
Agenda packet

Corona City Council
September 4, 2024

Document
Agenda packet
Meeting
September 4, 2024
Body
Corona City Council
Pages
484
Original file
22.5 MB
Text extracted from the city's file for reading and search. Open the original on pub-corona.escribemeetings.com. That file is the official record.

Wednesday, September 4, 2024
400 S. Vicentia Ave
Corona, CA 92882
Closed Session - Council Board Room: 4:30 PM
Open Session - Council Chambers: 6:30 PM
This meeting will be conducted in person. You can participate remotely: https://coronaca-gov.zoom.us/j/87607987638

1. CONVENE CLOSED SESSION

1.1 CONFERENCEWITH REAL PROPERTY NEGOTIATORS
Pursuant to Government Code Section 54956.8
Property: 152 E Sixth Street, APN 117-191-014
Agency Negotiator: Jacob Ellis, City Manager
Negotiating Party: Corona Norco Unified School District Under Negotiation: Price & Terms of Payment

1.2 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION Pursuant to Government Code Section 54956.9(d)(1)
Name of Case: City of Corona v. C.P.I. Properties, LLC, et al.

Case Number: Riverside County Superior Court Case No. RIC 2002846

1.3 CONFERENCE WITH LABOR NEGOTIATORS
Pursuant to Government Code Section 54957.6
Agency Designated Representative: Jacob Ellis, City Manager Employee Organizations: Corona Executive Group Employees, Corona Firefighters Association IAFF Local #3757 (CFA), Corona Management/Confidential Group Employees, Corona Police Employees Association (CPEA), Corona Police Supervisors Associate (CPSA), Corona Public Service Employees Association (CPSEA), and Corona Supervisors Association (CSA)

1.4 CONFERENCE WITH REALPROPERTY NEGOTIATORS
Pursuant to Government Code Section 54956.8
Agency Negotiator: Jacob Ellis, City Manager
Property: 580 Corona Mall, 588 Corona Mall, and 113 E Sixth St Negotiating Parties: Hak Soo Park and Ji Ok Park
Under Negotiation: Price & Terms of Payment

1.5 PUBLIC EMPLOYEEPERFORMANCE EVALUATION
Pursuant to Government Code Section 54957
Title: City Manager

1.6 PUBLIC EMPLOYEEPERFORMANCE EVALUATION
Pursuant to Government Code Section 54957
Title: City Attorney

2. INVOCATION - PASTOR DOUG HUSEN, CROSSROADS CHURCH
The invocation may be offered by a person of any religion, faith, belief or non-belief, as well as Council Members. A list of volunteers is maintained by the City Clerk and interested persons should contact the Clerk for further information.

3. PLEDGE OF ALLEGIANCE

4. CONVENE OPEN SESSION
Individuals wishing to address the City Council are requested to complete a speaker card available at the rear of the Council Chambers. Please deliver the card to the City Clerk prior to the item being heard by the City Council or, for items not listed on the agenda, before the "Communications" section of the agenda is called.

Please observe a three-minute limit for communications and please note that the Communications section of the agenda is limited to items within the subject matter jurisdiction of the City Council that are not listed on the agenda. Once called upon to speak, you are requested to state your name and city of residence for the record.

5. PROCLAMATIONS/RECOGNITIONS/PRESENTATIONS

5.1 PRESENTATION: ELKSLODGE #2045 CHECK DONATION TO VETS CONNECT

6. MEETING MINUTES

6.1 MINUTES - AUGUST 21, 2024
Approval of minutes for the City Council, Successor Agency to the Redevelopment Agency of the City of Corona, Corona Public Financing Authority, Corona Utility Authority, Corona Housing Authority Study Session meeting of August 21, 2024.

6.2 MINUTES - AUGUST 21, 2024
Approval of minutes for the City Council, Successor Agency to the Redevelopment Agency of the City

Page 2 of 484 ends

of Corona, Corona Public Financing Authority, Corona Utility Authority, Corona Housing Authority City Council meeting of August 21, 2024.

7. CONSENT CALENDAR
All items listed on the Consent Calendar are considered to be routine matters, status reports or documents covering previous City Council action. The items listed on the Consent Calendar may be enacted in one motion. With the concurrence of the City Council, a Council member or any person in attendance may request that an item be removed for further consideration.

7.1 CITY COUNCIL, SUCCESSOR AGENCYTO THE REDEVELOPMENT AGENCY OF THE CITY OF

CORONA, CORONA PUBLIC FINANCINGAUTHORITY, CORONA UTILITY AUTHORITY, AND

CORONA HOUSING AUTHORITY TO RECEIVEAND FILE THE MONTHLY INVESTMENT PORTFOLIO REPORT FOR THE MONTH OF JUNE 2024

7.2 CITY COUNCIL, SUCCESSOR AGENCYTO THE REDEVELOPMENT AGENCY OF THE CITY OF

CORONA, CORONA PUBLIC FINANCINGAUTHORITY, CORONA UTILITY AUTHORITY, AND

CORONA HOUSING AUTHORITY TO RECEIVEAND FILE THE MONTHLY FISCAL REPORT FOR THE MONTH OF JUNE 2024

7.3 MAINTENANCE/GENERAL SERVICES AGREEMENTS TO ROADSAFE TRAFFIC SYSTEMS, INC., GLOBAL CUSTOMER SERVICES, INC., AND TRAFFIC MANAGEMENT, INC., FOR TRAFFIC

CONTROL SERVICES
That the City Council:

Award Maintenance/General Services Agreements to RoadSafe Traffic Systems, Inc., of Corona, CA, Global Customer Services, Inc., of Hesperia, CA, and Traffic Management, Inc., of Riverside, CA, to perform Traffic Control Services.
a.

Authorize the City Manager, or his designee, to execute the Maintenance/General Services Agreements with RoadSafe Traffic, Inc., Global Customer Services, Inc., and Traffic Management, Inc., in the amount of $200,000, $100,000 and $100,000, respectively, per fiscal year to perform Traffic Control Services, with two optional two-year extensions including any purchase orders, non-substantive extensions, change orders, and amendments up to 10% of the contract amount.
b.

Authorize the City Manager, or his designee, to approve amendments/change orders necessary for the execution of the work, including any rate and/or total compensation increases negotiated by the Parties made and shall not exceed the percentage of change in the United States Bureau of Labor Statistics Consumer Price Index All Urban Consumer for Riverside, California, Area (CPI-U), for the most recent twelve (12) months for which statistics are available.
c.

That the Corona Utility Authority review, ratify, and to the extent necessary, direct that the City Council take the above actions.

7.4 HISTORIC CIVIC CENTER COOLING TOWER REBUILD AGREEMENT WITH CJS COOLING

TOWER SERVICES FOR EMERGENCY HVAC REPAIRS AND REBUILD OF THE COOLING TOWER AT THE HISTORIC CIVIC CENTER FOR A TERM OF ONE YEAR IN THE AMOUNT OF $52,045 That the City Council:

Approve the Historic Civic Center Cooling Tower Rebuild Agreement with CJS Cooling Tower Services for emergency HVAC repairs and rebuilding of the cooling tower at the Historic Civic a.

Page 3 of 484 ends

Center for one year in the amount of $52,045.

Authorize the City Manager or his designee to execute the Historic Civic Center Cooling Tower Rebuild Agreement with CJS Cooling Tower Services in the amount of $52,045, including any non-substantive extensions, change orders, purchase orders, and amendments up to the amount authorized by Corona Municipal Code 3.08.050(H), which is equivalent to 10 % or $5,204.50
b.

Authorize an appropriation of $57,249.50 from the Historic Civic Center Fund 232 to the Community Services Department’s operating budget.
c.

7.5 ACCEPTANCE OF $100,000 IN PASS-THROUGH GRANT AWARD FUNDING THROUGH THE

GREEN LATINOS FROM THE UNITED STATES DEPARTMENT OF AGRICULTURE US FOREST

SERVICE AND FUTURE APPROPRIATIONS
That the City Council:

Accept a pass-through grant award from the Green Latinos in the amount of $100,000 to plant additional trees and contribute to the City’s Urban Forest Management Plan. a.

Authorize an appropriation and estimated revenue increase to the Community Services Department’s operating budget of $50,000 for Fiscal Year 2025 within the General Fund 110. b.

Authorize an appropriation and estimated revenue increase to the Community Services Department’s operating budget of $50,000 for Fiscal Year 2026 within the General Fund 110. c.

Authorize the City Manager or his designee to adjust the budget accordingly if the Grantor distributes additional funds to grant participants.
d.

7.6 SEVENTH AMENDMENT TO THE AVIATION PROGRAM AGREEMENT BETWEEN THE CITY OF

RIVERSIDE AND THE CITY OF CORONA
Authorize the City Manager, or his designee, to execute the Seventh Amendment to the Aviation Program agreement between the City of Riverside and the City of Corona, formerly known as the Helicopter Program.
a.

Authorize the Chief of Police, pursuant to his delegated authority to maintain and manage the Seventh Amended Aviation Program agreement as noted in section 8.3 of this agreement. b.

Authorize the City of Corona to issue a claim form payment of funds in the amount of $120,000 to the City of Riverside.
c.

7.7 RESOLUTION No. 2024-092 RE COMMERCIAL CANNABIS REGULATIONS TO RETROACTIVELY

EXTEND THE STOREFRONT RETAIL MERIT-BASED FINAL RANKING LIST AND TO MAINTAIN THE FORMULA FOR THE MAXIMUM NUMBER OF STOREFRONT RETAIL PERMITS AT 1 PER 15,000 RESIDENTS
That the City Council adopt attached Resolution No. 2024-092 to: (1) retroactively extend the storefront retail merit-based final ranking list until terminated by the City Council; and (2) maintain the formula for the maximum number of commercial cannabis permits available for storefront retailers and storefront retail microbusinesses at 1 per 15,000 residents.

7.8 RESOLUTION 2024-095 AFFIRMING COUNCIL’S SUPPORT OF THE RIVERSIDE COMMUNITY COLLEGE DISTRICT’S BOND MEASURE CC IN THE COMING ELECTION The City Council approve Resolution 2024-095, supporting Riverside Community College District’s (RCCD) Bond Measure CC placement on the November 5, 2024, ballot.

Page 4 of 484 ends

7.9 MAINTENANCE AND GENERAL SERVICES AGREEMENT FOR LANDSCAPING MAINTENANCE SERVICES IN THE CITY OF CORONA, WITH TROPICAL PLAZA NURSERY, INC.

That the City Council:

Award NIB 25-001SB for landscape maintenance services to Tropical Plaza Nursery, Inc. for park areas 1 & 5 and Integrity Arborist and Ecoscape, Inc. for park areas 2 & 3. a.

Approve the Maintenance and General Services Agreements with Tropical Plaza Nursery, Inc. in the amount of $689,855.48 and with Integrity Arborist and Ecoscape, Inc. in the amount of $287,304.00 for parks landscape maintenance services for the initial term of July 1, 2024, through June 30, 2026, with two additional two-year option renewal periods and waive any and all minor irregularities in the proposal. b.

Authorize the City Manager, or his designees, to execute the Maintenance and General Services Agreement with Tropical Plaza Nursery, Inc., in an amount of $689,855.48 and Integrity Arborist and Ecoscape in the amount of $287,304.00 per fiscal year, including any non-substantive extensions, change orders, purchase orders, and amendments up to the amount authorized in Corona Municipal Code Section 3.08.060(J), which is equivalent to 10% or $97,715.94.
c.

8. COMMUNICATIONS FROM THE PUBLIC
Persons wishing to address the City Council are requested to state their name and city of residence for the record. This portion of the agenda is intended for general public comment only, which means it is limited to items within the subject matter jurisdiction of the City Council that are not listed on the agenda. Please note that state law prohibits the City Council from discussing or taking action on items not listed on the agenda. The City Council will appreciate your cooperation in keeping your comments brief. Please observe a three-minute limit for communications.

9. PUBLIC HEARINGS
This portion of the agenda is for advertised public hearing items where formal public testimony on each individual item is accepted prior to City Council action.

9.1 SPECIFIC PLAN AMENDMENT 2024-0001 TO THE DOWNTOWN REVITALIZATION SPECIFIC PLAN AMENDING THE GENERAL RESIDENTIAL GUIDELINES (APPLICANT: CITY OF CORONA,

PLANNING AND DEVELOPMENT DEPARTMENT)
That the City Council:

Approve Specific Plan Amendment 2024-0001, as recommended by the Planning and Housing Commission.
a.

Introduce, by title only, and waive full reading of consideration of Ordinance No. 3402, first reading of an ordinance approving an amendment to the Downtown Revitalization Specific Plan (SP98-01) to amend the General Residential Guidelines (SPA2024-0001). b.

10. ADMINISTRATIVE REPORTS
The portion of the agenda is for Council discussion and action on staff reports and new topics that may not be routine status reports, or documents covering previous City Council action.

Page 5 of 484 ends

10.1 REQUEST BY COUNCIL MEMBER DADDARIO TO USE THE CITY LOGO FORSPONSORSHIP OF

A SCHOOL FUNDRAISER
That the City Council approve Council Member Daddario's request to use the City logo for a school sponsorship fundraiser.

11. LEGISLATIVE MATTERS
The portion of the agenda is for proposed ordinances presented for the City Council's consideration.

12. REPORTS FROM BOARDS AND COMMISSIONS
This portion of the agenda lists items from Commissions and Boards from the City Council, Commissioners, and Staff.

12.1 Library Board of Trustees

12.2 Planning & Housing Commission

12.3 Parks & Recreation Commission

12.4 Regional Meetings

12.4.a UPDATE FROM VICE MAYOR JIM STEINER ON THE RIVERSIDE TRANSIT AGENCY (RTA) BOARD MEETING OF AUGUST 22, 2024

12.4.b UPDATE FROM COUNCIL MEMBER WESSPEAKE ON THE RIVERSIDE COUNTY

TRANSPORTATION COMMISSION(RCTC) WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE OF AUGUST26, 2024

13. CITY ATTORNEY'S REPORTS AND COMMENTS

14. CITY MANAGER'S REPORTS AND COMMENTS

15. CITY COUNCIL MEMBERS' REPORTS AND COMMENTS

15.1 TRAVEL REQUEST FOR COUNCIL MEMBER WES SPEAKE TO ATTEND THE LEAGUE OF

CALIFORNIA CITIES ANNUAL CONFERENCE AND EXPO
That the City Council approve the advance request for Council Member Wes Speake to attend the 2024 League of California Cities Annual Conference and Expo. The estimated total cost for the trip is $964.27, which includes registration, meals, and transportation.

15.2 APPOINTMENT TO THE PARKS AND RECREATION COMISSION
That the City Council approve the appointment of Robert Bogg to the Parks and Recreation Commission.

Page 6 of 484 ends

16. FUTURE AGENDA ITEMS
This portion of the agenda is for items requested by the Mayor, Council Members or Staff for consideration at a future meeting. No immediate action is taken on Future Agenda Items; this section serves to highlight topics that will be considered at upcoming meetings. Council action on items that have appeared in this section takes place under Administrative Reports, when accompanied by a staff report.

1. Vehicle Purchasing/Leasing Program (Staff) September 18, 2024

2. Inclusionary Housing Ordinance for Multifamily Housing (W. Speake) September 18, 2024

3. 6th Street Transformation project (Staff) September 18, 2024

4. Rent Stabilization (Staff) October 16, 2024

5. Downtown Specific Plan Update (Staff) Oct/Nov

6. Update to the Historic Resources Inventory (Speake) TBD

7. Historic Civic Center Operations Plan (Staff) TBD

8. Arterial Streets Median Enhancements (J. Steiner) TBD

17. ADJOURNMENT
The next regular meeting of the City Council is scheduled for September 18, 2024 or thereafter as noted on the posted agenda for closed session items in the City Council Board Room followed by the regular meeting at 6:30 pm or thereafter as noted on the posted agenda in the City Council Chambers.

This meeting is being conducted in person as well as via teleconference. For members of the public wishing to submit written comments, please email comments to the City Clerk at [email protected] prior to the City Council meeting and your comments will be made part of the official record of proceedings.

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the ADA Coordinator at (951) 736-2235. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

Meeting is Being Recorded.

Page 7 of 484 ends

Wednesday, August 21, 2024
City of Corona
400 S. Vicentia Ave.

Corona, CA 92882
Council Chambers 3:00 PM

CITY COUNCIL/SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF

CORONA/CORONA PUBLIC FINANCING AUTHORITY/CORONA UTILITY

AUTHORITY/CORONA HOUSING AUTHORITY MEETING
Tom Richins, Mayor
Jim Steiner, Vice Mayor
Jacque Casillas, Council Member
Tony Daddario, Council Member
Wes Speake, Council Member
Study Session Minutes - Draft

Page 8 of 484 ends

Study Session Minutes - Draft August 21, 2024
** Revised agenda on August 21, 2024 at 12:40 p.m.

Item 1 - The presentation was revised
Item 2 - The presentation was revised and an attachment was added** The Study Session meeting of August 21, 2024, will be conducted in person. Members may attend in person or remotely. To participate remotely, please use the following link:
https://coronaca-gov.zoom.us/j/86055858519
Rollcall

Present: 5 - Tom Richins, Jim Steiner, Jacque Casillas, Tony Daddario and Wes Speake

PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was led by Tom Moody, Director of Utilities.

CONVENE OPEN SESSION
The Mayor called the meeting to order at 3:05 p.m.

COMMUNICATIONS FROM THE PUBLIC
None.

AGENDA ITEMS

1. UTILITY RATE STUDY UPDATE - WATER AND SEWER RATE DISCUSSION Katie Hockett, Assistant Director of Utilities, introduced the item and provided a presentation highlighting the following: Water and Sewer Rate Discussion, Southern California Edison Rates, Maps Pipeline Age, Reserves, Utilities Funds Reserves, Options, Financial Plan Options, Midpoint Check In, Sewer Rates, Sewer Rate Comparison Survey, Water Budget, Tier Use, Water Rates, Rate Calculation, Proposed Rates Option 1, Proposed Rates Option 2, Water Rates Comparison Survey, Total Rate Impacts, Total Impact Sewer/Water Single Family Residential, Total Impact Sewer/Water Commercial, Combined Rate Comparison Survey, Next Steps, Schedule, and Backup Slides All Proposed Rates.

Joe Morgan, resident, addressed the Council and expressed concerns with the proposed item.

The Council had inquiries and provided comments. Tom Moody, Director of Utilities, and Ms. Hockett provided clarification.

Council provided staff with direction and unanimously agreed with Option 2.

City of Corona Page 1 Printed on 8/29/2024

Page 9 of 484 ends

Study Session Minutes - Draft August 21, 2024

2. CITY PARK UPDATE & VALUE ENGINEERING
Donna Finch, Community Services Director, introduced the item and provided a presentation highlighting the following: City Park Update and Value Engineering, City Park Project Overview, Project Update, Community Center Updated Layout, Splash Pad, Aquatics Center, City Park Project Projected Construction Estimate, Value Engineering Options, Value Engineering Landscape Design, Value Engineering Community Center, Value Engineering Potential Cost Reduction Options, Reduction and Enhancement Options, Reduction Option Community Living Room, Reduction Option Skate Park/Pump Track, Reduction Option Outdoor Ramp, Value Engineering Option Exterior Curtain Wall Glazing, Value Engineering Option Roofing Materials, Reduction Option Linear Metal Ceilings, Reduction Option Game Room, Reduction Options Potential Cost Reduction, Proposed Enhancement Option Gymnasium, and Options.

The Council had inquiries and Ms. Finch, Justin Tucker, Assistant City Manager, and Jason Lass, Recreation Services Manager, provided clarification.

The Council provided comments and staff with direction.

ADJOURNMENT
The next scheduled meeting of the Council is on August 21, 2024 at 6:30 p.m. Mayor Richins adjourned the meeting at 4:46 p.m.

City of Corona Page 2 Printed on 8/29/2024

Page 10 of 484 ends

Wednesday, August 21, 2024
City of Corona
400 S. Vicentia Ave.

Corona, CA 92882
Closed Session Council Board Room 4:30 PM
Open Session Council Chambers 6:30 PM

CITY COUNCIL/SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF

CORONA/CORONA PUBLIC FINANCING AUTHORITY/CORONA UTILITY

AUTHORITY/CORONA HOUSING AUTHORITY MEETING
Tom Richins, Mayor
Jim Steiner, Vice Mayor
Jacque Casillas, Council Member
Tony Daddario, Council Member
Wes Speake, Council Member
City Council Minutes - Draft

Page 11 of 484 ends

City Council Minutes - Draft August 21, 2024
The City Council meeting of August 21, 2024, will be conducted in person. Members may attend in person or remotely. To participate remotely, please use the following link:
https://coronaca-gov.zoom.us/j/81225375239

CONVENE CLOSED SESSION
Closed Session convened at 5:08 p.m. for the purposes listed below. Present were Mayor Richins, Vice Mayor Steiner, Council Member Casillas, Council Member Daddario, and Council Member Speake. Closed Session adjourned at 6:15 p.m.

CONFERENCE WITH REAL PROPERTY NEGOTIATORS
PURSUANT TO GOVERNMENT CODE SECTION 54956.8
PROPERTY: 815 W SIXTH STREET, APN 118-270-049
AGENCY NEGOTIATOR: JACOB ELLIS, CITY MANAGER
NEGOTIATING PARTY: CORONA SYMPHONY ORCHESTRA
UNDER NEGOTIATION: PRICE & TERMS OF PAYMENT

1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
PURSUANT TO GOVERNMENT CODE SECTION 54956.8
PROPERTY: 152 E SIXTH STREET, APN 117-191-014
AGENCY NEGOTIATOR: JACOB ELLIS, CITY MANAGER
NEGOTIATING PARTY: CORONA NORCO UNIFIED SCHOOL DISTRICT UNDER NEGOTIATION: PRICE & TERMS OF PAYMENT

2. CONFERENCE WITH LABOR NEGOTIATORS
PURSUANT TO GOVERNMENT CODE SECTION 54957.6
AGENCY DESIGNATED REPRESENTATIVE: JACOB ELLIS, CITY MANAGER EMPLOYEE ORGANIZATIONS: CORONA EXECUTIVE GROUP EMPLOYEES, CORONA F I R E F I G H T E R S A S S O C I A T I O N I A F F L O C A L # 3 7 5 7 ( C F A ) , C O R O N A

MANAGEMENT/CONFIDENTIAL GROUP EMPLOYEES, CORONA POLICE EMPLOYEES

ASSOCIATION (CPEA), CORONA POLICE SUPERVISORS ASSOCIATE (CPSA),

CORONA PUBLIC SERVICE EMPLOYEES ASSOCIATION (CPSEA), AND CORONA

SUPERVISORS ASSOCIATION (CSA)

3. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(D)(1)
NAME OF CASE: FOOTHILL PARKWAY SHOPPING PLAZA, LLC V. CITY OF CORONA CASE NUMBER: RIVERSIDE SUPERIOR COURT CASE NO. CVRI 2306699

4. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
PURSUANT TO GOVERNMENT CODE SECTION 54956.9(D)(1)
NAME OF CASE: CLARK EVELAND V. CITY OF CORONA
WCAB CASE NUMBERS: UNASSIGNED

5. 6. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
City of Corona Page 1 Printed on 8/29/2024

Page 12 of 484 ends

City Council Minutes - Draft August 21, 2024
PURSUANT TO GOVERNMENT CODE SECTION 54956.8
AGENCY NEGOTIATOR: JACOB ELLIS, CITY MANAGER
PROPERTY: 580 CORONA MALL, 588 CORONA MALL, AND 113 E SIXTH ST NEGOTIATING PARTIES: HAK SOO PARK AND JI OK PARK
UNDER NEGOTIATION: PRICE & TERMS OF PAYMENT

CITY COUNCIL

INVOCATION - PASTOR SHANNON SCOTT FROM GRACE BAPTIST
CHURCH
The Invocation was led by Elijah Coombes, Grace Baptist Church.

PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was led by Brett Channing, Assistant City Manager.

CONVENE OPEN SESSION
Mayor Richins called the meeting to order at 6:38 p.m.

PROCLAMATIONS/RECOGNITIONS/PRESENTATIONS

7. COMMENDATION: LIFE SAVING AWARD
Chief Young, Elizabeth Nunez, Daniel Olivan, Morgan McKinley, Zach Begman, Janine Hassett, Jeff Anderson, accepted the commendation.

8. PRESENTATION: NORTHWEST MOSQUITO VECTOR CONTROL DISTRICT UPDATE Dr. Breidenbaugh, District Manager, provided an update.

Council Member Daddario had inquiries and Dr. Breidenbaugh provided clarification.

9. PRESENTATION: RIVERSIDE COMMUNITY COLLEGE DISTRICT (RCCD) Trustee Bill Hedrick and Dr. Monica Green provided a presentation.

The Council provided comments and staff direction.

Joe Morgan, resident, addressed the Council to provide comments on the proposed item.

MEETING MINUTES
A motion was made by Council Member Casillas, seconded by Vice Mayor Steiner, that the Meeting Minutes be approved. The motion carried by the following vote:

Aye: 5 - Richins, Steiner, Casillas, Daddario, and Speake City of Corona Page 2 Printed on 8/29/2024

Page 13 of 484 ends

City Council Minutes - Draft August 21, 2024

APPROVAL OF MINUTES FOR THE CITY COUNCIL, SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF CORONA, CORONA PUBLIC

FINANCING AUTHORITY, CORONA UTILITY AUTHORITY, CORONA HOUSING AUTHORITY STUDY SESSION MEETING OF AUGUST 7, 2024

10. These Minutes were approved.

APPROVAL OF MINUTES FOR THE CITY COUNCIL, SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF CORONA, CORONA PUBLIC

FINANCING AUTHORITY, CORONA UTILITY AUTHORITY, CORONA HOUSING AUTHORITY CITY COUNCIL MEETING OF AUGUST 7, 2024

11. These Minutes were approved.

APPROVAL OF MINUTES FOR THE CITY COUNCIL, SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF CORONA, CORONA PUBLIC

FINANCING AUTHORITY, CORONA UTILITY AUTHORITY, CORONA HOUSING AUTHORITY SPECIAL MEETING OF AUGUST 7, 2024

12. These Minutes were approved.

CONSENT CALENDAR
A motion was made by Council Member Speake, seconded by Council Member Casillas, that the consent Calendar be approved with the exception of Item 18, which was voted on separately.

The motion carried by the following vote:

Aye: 5 - Richins, Steiner, Casillas, Daddario, and Speake

CITY COUNCIL, SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE

CITY OF CORONA, CORONA PUBLIC FINANCING AUTHORITY, CORONA UTILITY

AUTHORITY, AND CORONA HOUSING AUTHORITY TO RECEIVE AND FILE THE MONTHLY INVESTMENT PORTFOLIO REPORT FOR THE MONTH OF MAY 2024

13. This Financial Report was received and filed.

CITY COUNCIL, SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE

CITY OF CORONA, CORONA PUBLIC FINANCING AUTHORITY, CORONA UTILITY

AUTHORITY, AND CORONA HOUSING AUTHORITY TO RECEIVE AND FILE THE MONTHLY FISCAL REPORT FOR THE MONTH OF MAY 2024

14. This Financial Report was received and filed.

CITY COUNCIL ADOPTION OF ORDINANCE NO. 3399, SECOND READING OF AN

ORDINANCE OF THE CITY OF CORONA, CALIFORNIA, APPROVING AN AMENDMENT TO CHAPTER 5.34 OF THE CORONA MUNICIPAL CODE TO REGULATE ONLY SOLICITORS, ADDING CHAPTER 5.35 TO THE CORONA MUNICIPAL CODE TO REGULATE SIDEWALK VENDORS, AND AMENDING SECTION 12.20.030 TO

REQUIRE A SIDEWALK VENDOR PERMIT TO SELL MERCHANDISE ON THE STREET AND SIDEWALK IN A MANNER CONSISTENT WITH SENATE BILL 946

15. City of Corona Page 3 Printed on 8/29/2024

Page 14 of 484 ends

City Council Minutes - Draft August 21, 2024
Council Member Casillas no vote.

This Ordinance was adopted.

CITY COUNCIL ADOPTION OF ORDINANCE NO. 3400, SECOND READING OF AN

ORDINANCE OF THE CITY OF CORONA, CALIFORNIA, APPROVING A CHANGE OF ZONE FROM MOBILE HOME PARK (MP) TO GENERAL COMMERCIAL (C3) ON 0.59 ACRES LOCATED ON THE NORTH SIDE OF SECOND STREET, APPROXIMATELY 450

FEET WEST OF BUENA VISTA AVENUE AND A CHANGE OF ZONE FROM MOBILE HOME PARK (MP) TO MULTIPLE FAMILY RESIDENTIAL (R3) ON 4.01 ACRES

LOCATED AT THE SOUTHWEST CORNER OF BUENA VISTA AVENUE AND SECOND STREET (CZ2023-0006)

16. This Ordinance was adopted.

APPROVAL OF THE THIRD AMENDMENT TO THE MERCY HOUSE HOMELESS

SYSTEM OF SERVICES AGREEMENT

17. This Agreement was approved.

COOPERATIVE AGREEMENT BETWEEN THE CITY OF CORONA AND RIVERSIDE

COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, FOR BEDFORD CANYON CHANNEL, STAGE 1 STORM DRAIN FACILITIES DOWNSTREAM OF THE BEDFORD CANYON WASH AND UPSTREAM OF APN 279-470-030 AND 279-470-022 (APPLICANT: CITY OF CORONA AND RIVERSIDE COUNTY FLOOD CONTROL)

18. Council Member Speake had inquiries and Joanne Coletta, Planning and Development Director, provided clarification.

A motion was made by Council Member Speake, seconded by Council Member Daddario, that this Agreement be approved. The motion carried by the following vote:

Aye: 5 - Richins, Steiner, Casillas, Daddario, and Speake

APPROVAL OF THE BEDFORD CHANNEL EXTENSION PUBLIC IMPROVEMENT AGREEMENT AND SECURITY FOR TRACT MAP 38572 LOCATED SOUTHWEST OF CLEMENTINE WAY AND HUDSON HOUSE DRIVE (APPLICANT: ARANTINE HILLS

HOLDINGS LP, A DELAWARE LIMITED PARTNERSHIP)

19. This Agreement was approved.

PROFESSIONAL SERVICES AGREEMENT WITH GRIFFIN STRUCTURES, INC. FOR

CONSTRUCTION MANAGEMENT, MATERIALS TESTING, SPECIAL INSPECTIONS, AND LABOR COMPLIANCE SERVICES FOR THE FIRE STATION NO. 2 REBUILD CAPITAL IMPROVEMENT PROJECT NO. FC-2022-20 IN THE AMOUNT OF $2,405,000

20. This Bid & Purchase was approved.

RELEASE OF GRADING AND IMPROVEMENT SECURITIES POSTED BY TRI POINTE HOMES INC, A DELAWARE CORPORATION, FOR TRACT MAP 36355 LOCATED ON

21. City of Corona Page 4 Printed on 8/29/2024

Page 15 of 484 ends

City Council Minutes - Draft August 21, 2024

THE NORTH AND SOUTH SIDE OF FOOTHILL PARKWAY, EAST OF STATE STREET (APPLICANT: TRI POINTE HOMES INC)
This Release of Security was approved.

RESOLUTION NO. 2024-072, APPROVING THE CITY-WIDE RECORDS RETENTION

SCHEDULE

22. This Resolution was adopted.

RESOLUTION DESIGNATING AUTHORITY TO ACT ON BEHALF OF THE CITY FOR

PURPOSES OF OBTAINING FEDERAL FINANCIAL ASSISTANCE PROVIDED BY THE

DEPARTMENT OF HOMELAND SECURITY

23. This Resolution was adopted.

RESOLUTION DECLARING THE CITY’S INTENTION TO ANNEX TERRITORY TO COMMUNITY FACILITIES DISTRICT NO. 2016-3 (MAINTENANCE SERVICES) AND

ADOPTING A MAP OF THE AREA PROPOSED TO BE ANNEXED THERETO (ANNEXATION NO. 39)

24. This Resolution was adopted.

COMMUNICATIONS FROM THE PUBLIC
Joe Morgan, resident, addressed the Council regarding employee turnover in the Utilities Department.

PUBLIC HEARINGS

PUBLIC HEARING FOR THE AUTHORITY BOARD AND CITY COUNCIL

CONSIDERATION OF THE AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (CORONA 2ND STREET FAMILY APARTMENTS) WITH

SECOND STREET FAMILY, LP

25. Mayor Richins opened the Public Hearing. Sylvia Edwards, City Clerk, stated there was no correspondence received from the public. Mayor Richins closed the public hearing.

A motion was made by Council Member Speake, seconded by Council Member Daddario, that this Public Hearing be approved. The motion carried by the following vote:

Aye: 5 - Richins, Steiner, Casillas, Daddario, and Speake

PUBLIC HEARING FOR THE AUTHORITY BOARD AND CITY COUNCIL

CONSIDERATION OF THE AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (CORONA 2ND STREET PERMANENT SUPPORTIVE

HOUSING) WITH SECOND STREET HOUSING, LP

26. Mayor Richins opened the Public Hearing. Sylvia Edwards, City Clerk, stated there was no correspondence received from the public. Mayor Richins closed the public hearing.

A motion was made by Vice Mayor Steiner, seconded by Council Member Daddario, that this Public Hearing be approved. The motion carried by the following vote:

City of Corona Page 5 Printed on 8/29/2024

Page 16 of 484 ends

City Council Minutes - Draft August 21, 2024

Aye: 5 - Richins, Steiner, Casillas, Daddario, and Speake

RESOLUTION ESTABLISHING AN APPLICATION FEE FOR SOLICITOR PERMITS AND

SIDEWALK VENDOR PERMITS AND AN IMPOUND FEE FOR THE RELEASE OF

IMPOUNDED SIDEWALK VENDING RECEPTACLES, FOOD, AND MERCHANDISE

27. Mayor Richins opened the Public Hearing. Sylvia Edwards, City Clerk, stated there was no correspondence received from the public. Mayor Richins closed the public hearing.

A motion was made by Council Member Speake, seconded by Mayor Richins, that this Public Hearing be approved. The motion carried by the following vote:

Aye: 4 - Richins, Steiner, Daddario, and Speake
Nay: 1 - Casillas

ADMINISTRATIVE REPORTS

COUNCIL MEMBER SPEAKE REQUESTED THE FORMATION OF A LOBBYING GROUP OF CITIES TO SUPPORT IMPROVEMENTS ON INTERSTATE 15

28. This item has been pulled from the agenda.

REQUEST BY COUNCIL MEMBER SPEAKE ASKING THE CITY COUNCIL TO CONSIDER ADOPTING A RESOLUTION ACCORDING TO SECTION 17.63.070 OF

THE CORONA MUNICIPAL CODE FOR ALL EXISTING HISTORIC MARKERS TO BE

LISTED ON THE CORONA REGISTER OF HISTORIC RESOURCES

29. Joanne Coletta, Planning and Development Director, provided a presentation.

Richard Winn, resident, addressed the Council in support of the proposed item.

The Council provided comments.

A motion was made by Council Member Speake, seconded by Mayor Richins, that the Administrative Report be approved. The motion carried by the following vote:

Aye: 5 - Richins, Steiner, Casillas, Daddario, and Speake

COUNCIL MEMBER DADDARIO REQUESTED AN UPDATE ON THE STREET

IMPROVEMENT PROJECT AT GARRETSON ELEMENTARY SCHOOL

30. This item has been pulled from the agenda and will be brought back to a future meeting.

DISCUSSION REGARDING STATUS OF COMMERCIAL CANNABIS REGULATIONS, INCLUDING: (1) CONSIDERING WHETHER TO ELIMINATE THE MERIT-BASED

SELECTION PROCESS FOR STOREFRONT RETAIL PERMITS NOW THAT THE PRIOR RANKING LIST HAS EXPIRED; (2) CONSIDERING WHETHER TO DECREASE THE MAXIMUM NUMBER OF STOREFRONT RETAIL PERMITS; AND (3) PROVIDING DIRECTION ON WHETHER TO RESEARCH THE FOLLOWING: (A) COMMERCIAL

31. City of Corona Page 6 Printed on 8/29/2024

Page 17 of 484 ends

City Council Minutes - Draft August 21, 2024
CANNABIS TAX RATES; (B) CHANGES TO THE COMMUNITY BENEFITS REQUIREMENTS FOR STOREFRONT RETAIL BUSINESSES; AND (C) CHANGING THE PROHIBITION AGAINST TRANSFERING A PERMIT OR SELLING 50% OR MORE

OWNERSHIP OR CONTROL OF THE PERMIT
Dean Derleth, City Attorney, provided a report.

The following addressed the Council in support of the proposed item: Shawn Gibson, Wen Lin, Charles Boldwin, and Joe Morgan.

The Council provided comments and staff direction, the item will be brought back to a future meeting.

LEGISLATIVE MATTERS
None.

BOARDS AND COMMISSIONS – REPORTS FROM CITY COUNCIL,
COMMISSIONERS, AND STAFF FOR THE:

A) Library Board of Trustees
None.

B) Planning & Housing Commission
None.

C) Parks & Recreation Commission
None.

D) Regional Meetings

UPDATE FROM COUNCIL MEMBER JACQUE CASILLAS ON THE BEDFORD

COLDWATER GROUNDWATER SUSTAINABILITY AUTHORITY (BCGSA) MEETING OF AUGUST 15, 2024

32. Council Member Casillas provided an update.

CITY ATTORNEY'S REPORTS AND COMMENTS
None.

CITY MANAGER’S REPORTS AND COMMENTS
None.

CITY COUNCIL MEMBER REPORTS AND COMMENTS
City of Corona Page 7 Printed on 8/29/2024

Page 18 of 484 ends

City Council Minutes - Draft August 21, 2024
Council Member Daddario commended Community Services Department staff for the Johnny Cash tribute.

Council Member Speake provided an overview on the Fireworks complaints received this year. He announced his upcoming Town Hall meeting and apologized to his colleagues for his actions during a previous City Council meeting.

Vice Mayor Steiner sent his well wish to the fire fighters who were injured in a previous structure fire.

Mayor Richins wished Nicole McDaniel, Assistant to the City Manager, a Happy Birthday.

FUTURE AGENDA ITEMS

1. California Service Corps (J. Casillas) September 4, 2024

2. Downtown Specific Plan Update (Staff) September 18, 2024

3. Vehicle Purchasing/Leasing Program (Staff) September 18, 2024

4. Inclusionary Housing Ordinance for Multifamily Housing (W. Speake) September 18, 2024

5. 6th Street Transformation project (Staff) September 18, 2024

6. Rent Stabilization (Staff) October 16, 2024

7. Update to the Historic Resources Inventory (Speake) TBD

8. Historic Civic Center Operations Plan (Staff) TBD

9. Arterial Streets Median Enhancements (J. Steiner) TBD

ADJOURNMENT
The next scheduled meeting of the Council is on September 4, 2024. Council Member Casillas adjourned the meeting at 8:56 p.m. in honor of Susana Lynn Quintero-Soto.

City of Corona Page 8 Printed on 8/29/2024

Page 19 of 484 ends

DATE: 09/04/2024
TO: Honorable Mayor and City Council Members
Honorable President and Board Members
FROM: Utilities Department

REQUEST FOR CITY COUNCIL AND

CORONA UTILITY AUTHORITY ACTION
SUBJECT:

MAINTENANCE/GENERAL SERVICES AGREEMENTS TO ROADSAFE TRAFFIC SYSTEMS, INC., GLOBAL CUSTOMER SERVICES, INC., AND TRAFFIC MANAGEMENT, INC., FOR TRAFFIC CONTROL SERVICES
EXECUTIVE SUMMARY:

This staff report asks the City Council to award Maintenance/General Services Agreements to RoadSafe Traffic Systems, Inc., Global Customer Services, Inc., and Traffic Management, Inc., for as-needed traffic control services during utility-related emergency and planned infrastructure maintenance.

RECOMMENDED ACTION:

That the City Council:
a. Award Maintenance/General Services Agreements to RoadSafe Traffic Systems, Inc., of Corona, CA, Global Customer Services, Inc., of Hesperia, CA, and Traffic Management, Inc., of Riverside, CA, to perform Traffic Control Services.
b. Authorize the City Manager, or his designee, to execute the Maintenance/General Services Agreements with RoadSafe Traffic, Inc., Global

Page 20 of 484 ends

Customer Services, Inc., and Traffic Management, Inc., in the amount of $200,000, $100,000, and $100,000, respectively, per fiscal year to perform Traffic Control Services, with two optional two-year extensions including any purchase orders, non-substantive extensions, change orders, and amendments up to 10% of the contract amount.
c. Authorize the City Manager, or his designee, to approve amendments/change orders necessary for the execution of the work, including any rate and/or total compensation increases negotiated by the Parties made in accordance with and shall not exceed the percentage of change in the United States Bureau of Labor Statistics Consumer Price Index All Urban Consumer for Riverside, California, Area (CPI-U), for the most recent twelve (12) months for which statistics are available.

That the Corona Utility Authority review, ratify, and to the extent necessary, direct that the City Council take the above actions.

BACKGROUND & HISTORY:

The Utilities Department (UD) operates and maintains approximately 855 miles of water mains (including service laterals), 440 miles of sewer mains, and 61 miles of recycled water mains that serve the residents of the City of Corona and a portion of the County of Riverside.

UD utilizes traffic control services to ensure the safe management of vehicular, bicycle, motorcycle, and pedestrian traffic during repairs to the City’s water, sewer, and reclaimed water infrastructure. UD prioritizes proactive maintenance of its infrastructure to minimize service interruptions. Traffic control services are implemented to safeguard workers and the public traversing the work zone, minimizing inconvenience and delays within the City.

ANALYSIS:

On April 25, 2024, the Purchasing Division issued a Request for Proposal (RFP 24- 074SB). The UD received bids from four on-call contractors for Traffic Control Services.

Vendor City Bid Amount
RoadSafe Traffic Systems, Inc. Corona $14,641.71
Global Customer Services, Inc. Hesperia $25,460
Traffic Management, Inc. Riverside $49,066.41
AV Traffic Design Downey Non-passing
These contractors will perform traffic control services and shall furnish all necessary supervision, labor, materials, tools, equipment supplies, tasks, transportation, and all incidental and customary work needed to safely perform the repair work for the Utilities Department. These services will only be used for as-needed traffic control in the Utilities Department service area. The Scope of Work and associated price structure for each contractor is outlined in Exhibit “C” of their respective Maintenance General Services Agreements.

Page 21 of 484 ends

Staff recommends that the City Council approve the $200,000, $100,000, and $100,000 Maintenance/General Services Agreements with Roadsafe Traffic Systems, Inc., Global Customer Services, Inc., and Traffic Management, Inc., respectively.

UD may utilize any of the three pre-approved vendors in an emergency requiring immediate services. For planned projects estimated to be over $10,000 in services, UD will issue a bid to all three vendors and select the company with the proposal that demonstrates to be the lowest responsible bidder to UD’s requirements.

FINANCIAL IMPACT:

Funding for the recommended actions is available in the Fiscal Year 2025 Utilities Department Operating Budget within the Water Utility Fund 570 and Sewer Utility Fund 572. Funding for future fiscal years will be requested through the annual budget process.

ENVIRONMENTAL ANALYSIS:

This action is categorically exempt pursuant to Section 15302(c) of the Guidelines for the California Environmental Quality Action (CEQA), which states that “operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the CEQA determination; and, is therefore exempt from CEQA. This action involves traffic control services during repairs to existing infrastructure to maintain public health and safety.

Therefore, this item is exempt from the requirements of CEQA, and no environmental analysis is required.

PREPARED BY: AFTAB HUSSAIN, MAINTENANCE MANAGER
REVIEWED BY: TOM MOODY, DIRECTOR OF UTILITIES
ATTACHMENTS:

1. Exhibit 1 – RoadSafe Traffic Control Services, Inc. MGSA

2. Exhibit 2 – Global Customer Services, Inc. MGSA

3. Exhibit 3 – Traffic Management, Inc. MGSA

Page 22 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 06292023
1 (CITY ATTY: 07-17)

CITY OF CORONA

MAINTENANCE/GENERAL SERVICES AGREEMENT
WITH ROADSAFE TRAFFIC SYSTEMS, INC.
(UTILITIES DEPARTMENT TRAFFIC CONTROL SERVICES – RFP 24-074SB)

1. PARTIES AND DATE.

This Agreement is made and entered into this _______ day of ______________, 2024 by (“Effective Date”) by and between the City of Corona, a municipal corporation organized under the laws of the State of California with its principal place of business at 400 South Vicentia Avenue, Corona, California 92882 (“City”) and Roadsafe Traffic Systems, Inc. a Delaware Corporation with its principal place of business at 8750 W. Bryn Mawr Ave., Ste. 400, Chicago, IL 60631 (“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 or other general services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing traffic control 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 UTILITIES DEPARTMENT TRAFFIC CONTROL SERVICES – RFP 24-074SB project (“Project”) as set forth in this Agreement.

2.3 Corona Utility Authority.

Contractor understands that the City has entered into a Water Enterprise Management Agreement and a Wastewater Enterprise Management Agreement, both dated as of February 6, 2002, with the Corona Utility Authority (“CUA”) for the maintenance, management and operation of those utility systems (collectively, the “CUA Management Agreements”). To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, City enters into this Agreement on behalf of the CUA and subject to the terms of the applicable CUA Management Agreement(s).

Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 23 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
2 (CITY ATTY: 07-17)

2.4 As-Needed Services
This Agreement is for as-needed or on-call services. This means that each individual call-out under this Agreement is a separate project for purposes of the City’s bidding and purchasing requirements, including, but not limited to, its bond requirements provided for in Civil Code Section 9550, which mandates that the City require a payment bond for certain public work projects involving an expenditure in excess of $25,000.

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 traffic control maintenance or other general 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 from September 4, 2024 to June 30, 2026 (“Term”), 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 Agreement one or more times by executing a written amendment pursuant to Section 3.5.8 below (each a “Renewal Term”). The terms “Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.

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 contractor 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 reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 24 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
3 (CITY ATTY: 07-17)
tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Contractor shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the Parties. 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 timely 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 Services performed by Contractor shall be subject to the approval of City.

3.2.4 City’s Representative. The City hereby designates Tom Moody, 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 James Stanley, 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.

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 represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor agrees 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 shall 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 Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 25 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
4 (CITY ATTY: 07-17)
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 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.

3.2.9 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 or Services knowing them 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, 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 and 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 during 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.

3.2.9.1 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 Act 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 Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 26 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
5 (CITY ATTY: 07-17)
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 3.2.9 or any of its sub-sections.

3.2.9.2 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 or Services relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.9.1.

3.2.9.3 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 Contractor or its subcontractors, subsubcontractors or consultants to meet any of the requirements provided for in Sections 3.2.9.1 or

3.2.9.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.9.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

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

3.2.9.5 Equal Opportunity Employment. Contractor 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. 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.

3.2.9.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 27 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
6 (CITY ATTY: 07-17)
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, 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.

Contractor shall comply, and shall ensure all subcontractors comply, with all applicable requirements of the most current version of the regulations imposed by CARB including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”).

Throughout the Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor’s and its subcontractors’ fleets including, without limitation, the Certificates of Reported Compliance (“CRCs”), fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the City.

Contractor shall be solely liable for any and all costs associated with compliance with the Regulation as well as for any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Contractor shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation.

3.2.10 Insurance.

3.2.10.1 Time for Compliance. Promptly following the Effective Date of this Agreement, but in no event before Contractor commences any Services under this Agreement, Contractor shall provide evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.2.10.2 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 Contractor, 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:

Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 28 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
7 (CITY ATTY: 07-17)
(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), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (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, advertising 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.

3.2.10.3 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to liability arising out of work or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects the City, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01 04 13). 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. (B) Waiver of Subrogation – 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 or Services performed by the Contractor.
(C) All Coverages. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City is entitled to the broader coverage Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 29 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
8 (CITY ATTY: 07-17)
and/or higher limits maintained by Contractor. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

3.2.10.4 Other Provisions; Endorsements Preferred. Contractor shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Contractor:
(A) Waiver of Subrogation – All Other Policies. Contractor hereby waives all rights of subrogation any insurer of Contractor’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Services performed by the Contractor.

Contractor understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer. (B) Notice. Contractor shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Contractor.

Contractor understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.

3.2.10.5 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on which any Services under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Services under this Agreement commence, Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.

3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Contractor to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.

3.2.10.7 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M.

Best’s rating no less than A-:X and authorized to issue the required policies in California.

Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 30 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
9 (CITY ATTY: 07-17)

3.2.10.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must be received and approved by the City before any Services commence; provided, however, that failure to obtain the required documents prior to the commencement of Services shall not waive Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.10.9 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.

3.2.10.10 Sub-Contractors. All subcontractors shall comply with each and every insurance provision of this Section 3.2.10. Contractor shall therefore not allow any subcontractor to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Agreement.

3.2.10.11 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 3.2.10, including limits, based on any of the following: (A) the nature of the risk of the Services; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.

3.2.11 Safety. Contractor shall execute and maintain its work and Services 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 regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Services and the conditions under which the Services are to be performed.

3.2.12 Bonds.

3.2.12.1 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, when the City approves an individual call-out and issues a project work order for that project, a Performance Bond in the amount of the project work order 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.

3.2.12.2 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, when the City approves an individual call-out and issues a project work order for that project, a Payment Bond in the amount of the project work order and in a Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 31 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
10 (CITY ATTY: 07-17)
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.

3.2.12.3 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 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. No 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 or compensation for a project work order 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 or alteration of the Agreement (including, without limitation, an increase in the total compensation or compensation for a project work order, 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 the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.

3.2.12.4 Surety Qualifications. The bonds must be provided by a surety which is satisfactory to the City and which meets either of the following criteria: (1) a surety with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted surety insurer in California; or (2) a surety with a current A.M. Best’s rating no less than A-:X and authorized to issue the required bonds in California. If a surety 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.

3.2.13 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 Rates & Total 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 compensation, including authorized reimbursements, shall not exceed Two Hundred Thousand Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 32 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
11 (CITY ATTY: 07-17)
Dollars ($200,000.00) (“Total Compensation”) without written approval of City’s Representative. 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 30 days of receiving such statement, review the statement and pay all approved charges thereon.

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 Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“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 and its subcontractors shall fully comply with the Prevailing Wage Laws for their employees and any others to whom such laws are applicable. Contractor and its subcontractors shall also be responsible for any and all violations and fines imposed on them pursuant to the Prevailing Wage Laws. Pursuant to SB 854, which amended the Prevailing Wage Laws, this Agreement would also be subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Beginning April 1, 2015, no contractor or subcontractor may be awarded this Agreement unless registered with the DIR pursuant to Labor Code Section 1725.5. The City will report all necessary agreements to the DIR as required by the Prevailing Wage Laws. 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 Contractor’s principal place of business and at the Project site. It is most efficient for the Contractor to obtain a copy of the prevailing wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the DIR located at www.dir.ca.gov/dlsr/. In the alternative, Contractor may obtain a copy of the prevailing wages from the City’s Respresentative. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 33 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
12 (CITY ATTY: 07-17)
harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.3.6 Apprenticeable Crafts. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works when Contractor employs workmen in an apprenticeable craft or trade. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor.

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 before the effective date of such termination. Upon termination, Contractor shall be compensated only for those Services which have been adequately rendered to City, as well as any authorized reimbursable expenses, 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 Agreement. 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.

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:

Roadsafe Traffic Systems, Inc.
1640 Market Street
Corona, CA 92880
Attn: Jeff Meirick
Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 34 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
13 (CITY ATTY: 07-17)
City:

City of Corona
400 South Vicentia Avenue
Corona, CA 92882
Attn: Tom Moody Utilities Department
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. To the fullest extent permitted by law, Contractor shall defend (with counsel of City’s choosing), 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, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent 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 settlement amounts, expert witness fees 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. Contractor’s obligation to indemnify shall survive 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 Riverside 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 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 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.

Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 35 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
14 (CITY ATTY: 07-17)

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.

3.5.6.1 Subcontractors; Assignment or Transfer. Contractor shall not subcontract any portion of the Services required under this Agreement, except as expressly authorized herein, without the prior written approval of the City. Subcontracts, if any, shall include a provision making them subject to all provisions of this Agreement. Contractor shall also 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 subcontract or take any other action not authorized herein shall be null and void, and any subcontractors, assignees, hypothecates or transferees shall acquire no right or interest by reason of such action.

3.5.6.2 Corona Utility Authority. To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, Contractor has no right to terminate this Agreement, either with or without cause, based upon the existence or non-existence of either or both of the CUA Management Agreements. Therefore, if an applicable CUA Management Agreement expires or terminates for any reason, Contractor shall remain fully obligated to perform under this Agreement with the CUA or another third party contracted by the CUA for the maintenance, management and operation of the applicable utility system.

3.5.7 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 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.

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

3.5.9 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.

Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 36 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
15 (CITY ATTY: 07-17)

3.5.10 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.6, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.11 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.

3.5.12 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 making 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 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.

3.5.13 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.

3.5.14 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 Party reasonable attorney’s fees and all other costs of such action.

3.5.15 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.

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

3.5.17 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.

Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 37 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
16 (CITY ATTY: 07-17)
[SIGNATURES ON NEXT 2 PAGES]
Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 38 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
17 (CITY ATTY: 07-17)
CITY’S SIGNATURE PAGE FOR

CITY OF CORONA

MAINTENANCE/GENERAL SERVICES AGREEMENT
WITH ROADSAFE TRAFFIC SYSTEMS, INC.
(UTILITIES DEPARTMENT TRAFFIC CONTROL SERVICES – RFP 24-074SB) IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.

CITY OF CORONA
By: _________________________
Tom Moody
Director of Utilities
Reviewed By:
_________________________
Katie Hockett
Assistant Director of Utilities
Reviewed By:
_________________________
Aftab Hussain
Maintenance Manager
Reviewed By:
_________________________
Yasmin Lopez
Purchasing Manager
Attest:
_________________________
Sylvia Edwards
City Clerk
Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 39 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
18 (CITY ATTY: 07-17)
CONTRACTOR’S SIGNATURE PAGE FOR

CITY OF CORONA

MAINTENANCE/GENERAL SERVICES AGREEMENT
WITH ROADSAFE TRAFFIC SYSTEMS, INC.
(UTILITIES DEPARTMENT TRAFFIC CONTROL SERVICES – RFP 24-074SB) IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.

ROADSAFE TRAFFIC SYSTEMS, INC.
a Delaware Corporation
By: _________________________
Margaret Bennett
Vice-President/General Council
Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 40 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
19 (CITY ATTY: 07-17)
EXHIBIT “A”

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 traffic control services necessary for the Project. The Services are more particularly described herein.

The Contractor will provide traffic control services and equipment as directed by the City of Corona, including but not limited to the following:
 Traffic plans
 Traffic control services
 Road closure services
 CMS boards
Note – Contractors may be required to furnish material, equipment and supplies. Work may be performed after hours which may require specific equipment for nighttime work.

Work shall typically be performed between the hours of 7:00 AM and 5:00 PM – Monday through Friday.

Some public facilities may require work to be performed after normal business hours.

Contractors providing services (as contracted with those providing materials only) shall be available to respond to City requests for service 24 hours per day, seven days per week, with the following response times:

Response to non-emergency work requests shall be within 2 business days.

On-site response to emergency work requests shall be within 1 hour, ready to properly set up any necessary traffic control and or flagging operations.

The City of Corona Utilities Department is responsible for providing emergency building, building infrastructure, and equipment repair during emergency evacuation situations and requests cooperation from all contractors providing On-Call services to the City of Corona.

During a wide-scale emergency, firms may be contacted to provide services and/or equipment.

Firms must agree that the City’s request for services will be a top priority.

Performance Measures for Traffic Control Services
Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 41 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
20 (CITY ATTY: 07-17)
Contractors providing services (as contrasted with those providing materials only) shall be available to respond to City requests for service 24 hours per day, seven days per week, with the following response times:

Non-Emergency - Contractor shall acknowledge City's request for service and return call to City of Corona employee within one (1) hour. Contractor shall be on-site within twenty-four (24) hours

Emergency -Contractor shall acknowledge City's request for service and return call to City of Corona employee within fifteen (15) minutes. Contractor shall be on-site within one (1) hour.

Mandatory Requirements
In addition to complying with all applicable laws and regulations, Contractors must possess all valid and applicable licenses for work to be performed prior to contract award. Contractors must have a minimum of four (4) full-time employees.

NOTE – NOT PUBLIC PROJECT WORK
This Agreement generally governs only work which is considered to be “maintenance work” under CMC Section 3.08.010(k) and Public Contract Code Section 22002(d), and does not include “public project” work under CMC Section 3.08.010(m) and Public Contract Code Section 22002(c). The only time that an individual call-out, as described in Exhibits “B” and “C” attached hereto, might include “public project” work is when an individual call-out is strictly limited to an amount that is not required to be informally or formally bid under the CMC or state law (e.g. less than $60,000), and individual projects shall not be split to fall below that amount.

Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 42 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
21 (CITY ATTY: 07-17)
EXHIBIT “B”

SCHEDULE OF SERVICES
Contractor shall complete the Services within the Term of this Agreement, and shall meet any other reasonable schedules and deadlines established by City’s Representative.

The contract term can be extended with two optional two-year renewals  Option 1, if exercised, shall be effective July 1, 2026 through June 30, 2028  Option 2, if exercised, shall be effective July 1, 2028 through June 30, 2030 Option year pricing shall be negotiated by the Parties prior to commencement of each additional two year period. Negotiated price adjustments will be made in accordance with and shall not exceed the percentage of change in the United States Bureau of Labor Statistics Consumer Price Index “All Urban Consumers for Riverside, California, Area (CPI-U), not seasonally adjusted, for the most recent twelve (12) months for which statistics are available. This method of price adjustment shall apply to each extension period exercised. Option years shall become effective only upon issuance by the City of a duly authorized Purchase Order.

AS-NEEDED SERVICES
Each individual call-out under this Agreement is a separate project for purposes the City’s bidding and purchasing requirements.

Contractor shall provide the Services on an as-needed basis, and as scheduled and directed by the City’s Representative.

For each individual call-out, Contractor shall respond, mobilize and be on-site ready to start work no later than two business days after notification for routine work, repairs and installations.

Contractor must be able to respond by telephone to emergency call-out notifications from City within fifteen (15) minutes of being notified by City that there is an emergency, and to be mobilized and on-site within one (1) hour of such emergency notification by City.

Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 43 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 06292023
22 (CITY ATTY: 07-17)
EXHIBIT “C”

COMPENSATION
Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth herein.

Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 44 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
23 (CITY ATTY: 07-17)
BONDS
Each individual call-out under this Agreement is a separate project for purposes of the City’s bidding and purchasing requirements, including, but not limited to, its bond requirements provided for in Civil Code Section 9550, which mandates that the City require a payment bond for certain public work projects involving an expenditure in excess of $25,000.

Payment Bonds: Contractor shall provide a 100% payment bond for all individual call-out projects for which a project work order has been issued by the City in excess of $25,000.

Performance Bonds: Contractor shall be required to provide a 100% performance bond whenever the City indicates that one is required in the project work order issued for an individual call-out project.

Cost of Bonds: Whenever a bond is required by the City for an individual call-out project, Contractor will be able to include the costs of the bonds for that individual call-out.

Docusign Envelope ID: B11A59D1-703D-4919-873E-B8A355FED137 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 45 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 06292023
1 (CITY ATTY: 07-17)

CITY OF CORONA

MAINTENANCE/GENERAL SERVICES AGREEMENT
WITH GLOBAL CUSTOMER SERVICES INC.
(UTILITIES DEPARTMENT TRAFFIC CONTROL SERVICES – RFP 24-074SB)

1. PARTIES AND DATE.

This Agreement is made and entered into this _______ day of ______________, 2024 by (“Effective Date”) by and between the City of Corona, a municipal corporation organized under the laws of the State of California with its principal place of business at 400 South Vicentia Avenue, Corona, California 92882 (“City”) and Global Customer Services, Inc. a Delaware Corporation with its principal place of business at 11768 Mariposa Rd., Ste. 400, Hesperia, CA 92345 (“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 or other general services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing traffic control 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 UTILITIES DEPARTMENT TRAFFIC CONTROL SERVICES – RFP 24-074SB project (“Project”) as set forth in this Agreement.

2.3 Corona Utility Authority.

Contractor understands that the City has entered into a Water Enterprise Management Agreement and a Wastewater Enterprise Management Agreement, both dated as of February 6, 2002, with the Corona Utility Authority (“CUA”) for the maintenance, management and operation of those utility systems (collectively, the “CUA Management Agreements”). To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, City enters into this Agreement on behalf of the CUA and subject to the terms of the applicable CUA Management Agreement(s).

Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 46 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
2 (CITY ATTY: 07-17)

2.4 As-Needed Services
This Agreement is for as-needed or on-call services. This means that each individual call-out under this Agreement is a separate project for purposes of the City’s bidding and purchasing requirements, including, but not limited to, its bond requirements provided for in Civil Code Section 9550, which mandates that the City require a payment bond for certain public work projects involving an expenditure in excess of $25,000.

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 traffic control maintenance or other general 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 from September 4, 2024 to June 30, 2026 (“Term”), 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 Agreement one or more times by executing a written amendment pursuant to Section 3.5.8 below (each a “Renewal Term”). The terms “Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.

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 contractor 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 reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 47 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
3 (CITY ATTY: 07-17)
tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Contractor shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the Parties. 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 timely 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 Services performed by Contractor shall be subject to the approval of City.

3.2.4 City’s Representative. The City hereby designates Tom Moody, 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 Kimleng Mao, 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.

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 represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor agrees 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 shall 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 Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 48 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
4 (CITY ATTY: 07-17)
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 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.

3.2.9 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 or Services knowing them 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, 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 and 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 during 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.

3.2.9.1 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 Act 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 Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 49 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
5 (CITY ATTY: 07-17)
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 3.2.9 or any of its sub-sections.

3.2.9.2 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 or Services relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.9.1.

3.2.9.3 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 Contractor or its subcontractors, subsubcontractors or consultants to meet any of the requirements provided for in Sections 3.2.9.1 or

3.2.9.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.9.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

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

3.2.9.5 Equal Opportunity Employment. Contractor 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. 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.

3.2.9.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 50 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
6 (CITY ATTY: 07-17)
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, 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.

Contractor shall comply, and shall ensure all subcontractors comply, with all applicable requirements of the most current version of the regulations imposed by CARB including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”).

Throughout the Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor’s and its subcontractors’ fleets including, without limitation, the Certificates of Reported Compliance (“CRCs”), fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the City.

Contractor shall be solely liable for any and all costs associated with compliance with the Regulation as well as for any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Contractor shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation.

3.2.10 Insurance.

3.2.10.1 Time for Compliance. Promptly following the Effective Date of this Agreement, but in no event before Contractor commences any Services under this Agreement, Contractor shall provide evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.2.10.2 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 Contractor, 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:

Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 51 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
7 (CITY ATTY: 07-17)
(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), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (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, advertising 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.

3.2.10.3 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to liability arising out of work or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects the City, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01 04 13). 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. (B) Waiver of Subrogation – 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 or Services performed by the Contractor.
(C) All Coverages. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City is entitled to the broader coverage Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 52 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
8 (CITY ATTY: 07-17)
and/or higher limits maintained by Contractor. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

3.2.10.4 Other Provisions; Endorsements Preferred. Contractor shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Contractor:
(A) Waiver of Subrogation – All Other Policies. Contractor hereby waives all rights of subrogation any insurer of Contractor’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Services performed by the Contractor.

Contractor understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer. (B) Notice. Contractor shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Contractor.

Contractor understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.

3.2.10.5 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on which any Services under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Services under this Agreement commence, Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.

3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Contractor to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.

3.2.10.7 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M.

Best’s rating no less than A-:X and authorized to issue the required policies in California.

Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 53 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
9 (CITY ATTY: 07-17)

3.2.10.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must be received and approved by the City before any Services commence; provided, however, that failure to obtain the required documents prior to the commencement of Services shall not waive Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.10.9 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.

3.2.10.10 Sub-Contractors. All subcontractors shall comply with each and every insurance provision of this Section 3.2.10. Contractor shall therefore not allow any subcontractor to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Agreement.

3.2.10.11 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 3.2.10, including limits, based on any of the following: (A) the nature of the risk of the Services; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.

3.2.11 Safety. Contractor shall execute and maintain its work and Services 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 regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Services and the conditions under which the Services are to be performed.

3.2.12 Bonds.

3.2.12.1 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, when the City approves an individual call-out and issues a project work order for that project, a Performance Bond in the amount of the project work order 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.

3.2.12.2 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, when the City approves an individual call-out and issues a project work order for that project, a Payment Bond in the amount of the project work order and in a Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 54 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
10 (CITY ATTY: 07-17)
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.

3.2.12.3 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 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. No 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 or compensation for a project work order 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 or alteration of the Agreement (including, without limitation, an increase in the total compensation or compensation for a project work order, 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 the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.

3.2.12.4 Surety Qualifications. The bonds must be provided by a surety which is satisfactory to the City and which meets either of the following criteria: (1) a surety with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted surety insurer in California; or (2) a surety with a current A.M. Best’s rating no less than A-:X and authorized to issue the required bonds in California. If a surety 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.

3.2.13 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 Rates & Total 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 compensation, including authorized reimbursements, shall not exceed One Hundred Thousand Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 55 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
11 (CITY ATTY: 07-17)
Dollars ($100,000.00) (“Total Compensation”) without written approval of City’s Representative. 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 30 days of receiving such statement, review the statement and pay all approved charges thereon.

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 Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“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 and its subcontractors shall fully comply with the Prevailing Wage Laws for their employees and 1any others to whom such laws are applicable. Contractor and its subcontractors shall also be responsible for any and all violations and fines imposed on them pursuant to the Prevailing Wage Laws. Pursuant to SB 854, which amended the Prevailing Wage Laws, this Agreement would also be subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Beginning April 1, 2015, no contractor or subcontractor may be awarded this Agreement unless registered with the DIR pursuant to Labor Code Section 1725.5. The City will report all necessary agreements to the DIR as required by the Prevailing Wage Laws. 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 Contractor’s principal place of business and at the Project site. It is most efficient for the Contractor to obtain a copy of the prevailing wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the DIR located at www.dir.ca.gov/dlsr/. In the alternative, Contractor may obtain a copy of the prevailing wages from the City’s Respresentative. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 56 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
12 (CITY ATTY: 07-17)
harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.3.6 Apprenticeable Crafts. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works when Contractor employs workmen in an apprenticeable craft or trade. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor.

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 before the effective date of such termination. Upon termination, Contractor shall be compensated only for those Services which have been adequately rendered to City, as well as any authorized reimbursable expenses, 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 Agreement. 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.

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:

Global Customer Services, Inc.
11768 Mariposa Rd.

Hesperia, CA 92345
Attn: Kimleng Mao
Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 57 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
13 (CITY ATTY: 07-17)
City:

City of Corona
400 South Vicentia Avenue
Corona, CA 92882
Attn: Tom Moody Utilities Department
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. To the fullest extent permitted by law, Contractor shall defend (with counsel of City’s choosing), 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, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent 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 settlement amounts, expert witness fees 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. Contractor’s obligation to indemnify shall survive 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 Riverside 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 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 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.

Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 58 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
14 (CITY ATTY: 07-17)

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.

3.5.6.1 Subcontractors; Assignment or Transfer. Contractor shall not subcontract any portion of the Services required under this Agreement, except as expressly authorized herein, without the prior written approval of the City. Subcontracts, if any, shall include a provision making them subject to all provisions of this Agreement. Contractor shall also 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 subcontract or take any other action not authorized herein shall be null and void, and any subcontractors, assignees, hypothecates or transferees shall acquire no right or interest by reason of such action.

3.5.6.2 Corona Utility Authority. To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, Contractor has no right to terminate this Agreement, either with or without cause, based upon the existence or non-existence of either or both of the CUA Management Agreements. Therefore, if an applicable CUA Management Agreement expires or terminates for any reason, Contractor shall remain fully obligated to perform under this Agreement with the CUA or another third party contracted by the CUA for the maintenance, management and operation of the applicable utility system.

3.5.7 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 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.

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

3.5.9 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.

Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 59 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
15 (CITY ATTY: 07-17)

3.5.10 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.6, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.11 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.

3.5.12 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 making 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 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.

3.5.13 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.

3.5.14 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 Party reasonable attorney’s fees and all other costs of such action.

3.5.15 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.

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

3.5.17 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.

Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 60 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
16 (CITY ATTY: 07-17)
[SIGNATURES ON NEXT 2 PAGES]
Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 61 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
17 (CITY ATTY: 07-17)
CITY’S SIGNATURE PAGE FOR

CITY OF CORONA

MAINTENANCE/GENERAL SERVICES AGREEMENT
WITH GLOBAL CUSTOMER SERVICES INC.
(UTILITIES DEPARTMENT TRAFFIC CONTROL SERVICES – RFP 24-074SB) IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.

CITY OF CORONA
By: _________________________
Tom Moody
Director of Utilities
Reviewed By:
_________________________
Katie Hockett
Assistant Director of Utilities
Reviewed By:
_________________________
Aftab Hussain
Maintenance Manager
Reviewed By:
_________________________
Yasmin Lopez
Purchasing Manager
Attest:
_________________________
Sylvia Edwards
City Clerk
Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 62 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
18 (CITY ATTY: 07-17)
CONTRACTOR’S SIGNATURE PAGE FOR

CITY OF CORONA

MAINTENANCE/GENERAL SERVICES AGREEMENT
WITH GLOBAL CUSTOMER SERVICES INC.
(UTILITIES DEPARTMENT TRAFFIC CONTROL SERVICES – RFP 24-074SB) IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.

GLOBAL CUSTOMER SERVICES INC.
a California Corporation
By: _________________________
Nicholas Searls
Vice-President
By: _________________________
Alejandro Joffrey
Treasurer
Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 63 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
19 (CITY ATTY: 07-17)
EXHIBIT “A”

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 traffic control services necessary for the Project. The Services are more particularly described herein.

The Contractor will provide traffic control services and equipment as directed by the City of Corona, including but not limited to the following:
 Traffic plans
 Traffic control services
 Road closure services
 CMS boards
Note – Contractors may be required to furnish material, equipment and supplies. Work may be performed after hours which may require specific equipment for nighttime work.

Work shall typically be performed between the hours of 7:00 AM and 5:00 PM – Monday through Friday.

Some public facilities may require work to be performed after normal business hours.

Contractors providing services (as contracted with those providing materials only) shall be available to respond to City requests for service 24 hours per day, seven days per week, with the following response times:

Response to non-emergency work requests shall be within 2 business days.

On-site response to emergency work requests shall be within 1 hour, ready to properly set up any necessary traffic control and or flagging operations.

The City of Corona Utilities Department is responsible for providing emergency building, building infrastructure, and equipment repair during emergency evacuation situations and requests cooperation from all contractors providing On-Call services to the City of Corona.

During a wide-scale emergency, firms may be contacted to provide services and/or equipment.

Firms must agree that the City’s request for services will be a top priority.

Performance Measures for Traffic Control Services
Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 64 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
20 (CITY ATTY: 07-17)
Contractors providing services (as contrasted with those providing materials only) shall be available to respond to City requests for service 24 hours per day, seven days per week, with the following response times:

Non-Emergency - Contractor shall acknowledge City's request for service and return call to City of Corona employee within one (1) hour. Contractor shall be on-site within twenty-four (24) hours

Emergency -Contractor shall acknowledge City's request for service and return call to City of Corona employee within fifteen (15) minutes. Contractor shall be on-site within one (1) hour.

Mandatory Requirements
In addition to complying with all applicable laws and regulations, Contractors must possess all valid and applicable licenses for work to be performed prior to contract award. Contractors must have a minimum of four (4) full-time employees.

NOTE – NOT PUBLIC PROJECT WORK
This Agreement generally governs only work which is considered to be “maintenance work” under CMC Section 3.08.010(k) and Public Contract Code Section 22002(d), and does not include “public project” work under CMC Section 3.08.010(m) and Public Contract Code Section 22002(c). The only time that an individual call-out, as described in Exhibits “B” and “C” attached hereto, might include “public project” work is when an individual call-out is strictly limited to an amount that is not required to be informally or formally bid under the CMC or state law (e.g. less than $60,000), and individual projects shall not be split to fall below that amount.

Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 65 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
21 (CITY ATTY: 07-17)
EXHIBIT “B”

SCHEDULE OF SERVICES
Contractor shall complete the Services within the Term of this Agreement, and shall meet any other reasonable schedules and deadlines established by City’s Representative.

The contract term can be extended with two optional two-year renewals  Option 1, if exercised, shall be effective July 1, 2026 through June 30, 2028  Option 2, if exercised, shall be effective July 1, 2028 through June 30, 2030 Option year pricing shall be negotiated by the Parties prior to commencement of each additional two year period. Negotiated price adjustments will be made in accordance with and shall not exceed the percentage of change in the United States Bureau of Labor Statistics Consumer Price Index “All Urban Consumers for Riverside, California, Area (CPI-U), not seasonally adjusted, for the most recent twelve (12) months for which statistics are available. This method of price adjustment shall apply to each extension period exercised. Option years shall become effective only upon issuance by the City of a duly authorized Purchase Order.

AS-NEEDED SERVICES
Each individual call-out under this Agreement is a separate project for purposes the City’s bidding and purchasing requirements.

Contractor shall provide the Services on an as-needed basis, and as scheduled and directed by the City’s Representative.

For each individual call-out, Contractor shall respond, mobilize and be on-site ready to start work no later than two business days after notification for routine work, repairs and installations.

Contractor must be able to respond by telephone to emergency call-out notifications from City within fifteen (15) minutes of being notified by City that there is an emergency, and to be mobilized and on-site within one (1) hour of such emergency notification by City.

Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 66 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 06292023
22 (CITY ATTY: 07-17)
EXHIBIT “C”

COMPENSATION
Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth herein.

Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 67 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
23 (CITY ATTY: 07-17)
BONDS
Each individual call-out under this Agreement is a separate project for purposes of the City’s bidding and purchasing requirements, including, but not limited to, its bond requirements provided for in Civil Code Section 9550, which mandates that the City require a payment bond for certain public work projects involving an expenditure in excess of $25,000.

Payment Bonds: Contractor shall provide a 100% payment bond for all individual call-out projects for which a project work order has been issued by the City in excess of $25,000.

Performance Bonds: Contractor shall be required to provide a 100% performance bond whenever the City indicates that one is required in the project work order issued for an individual call-out project.

Cost of Bonds: Whenever a bond is required by the City for an individual call-out project, Contractor will be able to include the costs of the bonds for that individual call-out.

Docusign Envelope ID: 76E64ACC-8D73-4752-A769-0D46EEAD40A3 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 68 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 06292023
1 (CITY ATTY: 07-17)

CITY OF CORONA

MAINTENANCE/GENERAL SERVICES AGREEMENT
WITH TRAFFIC MANAGEMENT, INC.
(UTILITIES DEPARTMENT TRAFFIC CONTROL SERVICES – RFP 24-074SB)

1. PARTIES AND DATE.

This Agreement is made and entered into this _______ day of ______________, 2024 by (“Effective Date”) by and between the City of Corona, a municipal corporation organized under the laws of the State of California with its principal place of business at 400 South Vicentia Avenue, Corona, California 92882 (“City”) and Traffic Management, Inc. a California Corporation with its principal place of business at 4900 Airport Plaza Drive, Suite 300, Long Beach, CA 90815 (“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 or other general services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing traffic control 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 UTILITIES DEPARTMENT TRAFFIC CONTROL SERVICES – RFP 24-074SB project (“Project”) as set forth in this Agreement.

2.3 Corona Utility Authority.

Contractor understands that the City has entered into a Water Enterprise Management Agreement and a Wastewater Enterprise Management Agreement, both dated as of February 6, 2002, with the Corona Utility Authority (“CUA”) for the maintenance, management and operation of those utility systems (collectively, the “CUA Management Agreements”). To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, City enters into this Agreement on behalf of the CUA and subject to the terms of the applicable CUA Management Agreement(s).

Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 69 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
2 (CITY ATTY: 07-17)

2.4 As-Needed Services
This Agreement is for as-needed or on-call services. This means that each individual call-out under this Agreement is a separate project for purposes of the City’s bidding and purchasing requirements, including, but not limited to, its bond requirements provided for in Civil Code Section 9550, which mandates that the City require a payment bond for certain public work projects involving an expenditure in excess of $25,000.

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 traffic control maintenance or other general 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 from September 4, 2024 to June 30, 2026 (“Term”), 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 Agreement one or more times by executing a written amendment pursuant to Section 3.5.8 below (each a “Renewal Term”). The terms “Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.

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 contractor 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 reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 70 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
3 (CITY ATTY: 07-17)
tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Contractor shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the Parties. 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 timely 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 Services performed by Contractor shall be subject to the approval of City.

3.2.4 City’s Representative. The City hereby designates Tom Moody, 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 Patrick Petrossi, 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.

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 represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor agrees 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 shall 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 Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 71 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
4 (CITY ATTY: 07-17)
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 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.

3.2.9 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 or Services knowing them 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, 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 and 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 during 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.

3.2.9.1 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 Act 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 Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 72 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
5 (CITY ATTY: 07-17)
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 3.2.9 or any of its sub-sections.

3.2.9.2 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 or Services relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.9.1.

3.2.9.3 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 Contractor or its subcontractors, subsubcontractors or consultants to meet any of the requirements provided for in Sections 3.2.9.1 or

3.2.9.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.9.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

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

3.2.9.5 Equal Opportunity Employment. Contractor 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. 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.

3.2.9.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 73 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
6 (CITY ATTY: 07-17)
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, 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.

Contractor shall comply, and shall ensure all subcontractors comply, with all applicable requirements of the most current version of the regulations imposed by CARB including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”).

Throughout the Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor’s and its subcontractors’ fleets including, without limitation, the Certificates of Reported Compliance (“CRCs”), fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the City.

Contractor shall be solely liable for any and all costs associated with compliance with the Regulation as well as for any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Contractor shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation.

3.2.10 Insurance.

3.2.10.1 Time for Compliance. Promptly following the Effective Date of this Agreement, but in no event before Contractor commences any Services under this Agreement, Contractor shall provide evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.2.10.2 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 Contractor, 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:

Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 74 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
7 (CITY ATTY: 07-17)
(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), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (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, advertising 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.

3.2.10.3 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to liability arising out of work or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects the City, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01 04 13). 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. (B) Waiver of Subrogation – 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 or Services performed by the Contractor.
(C) All Coverages. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City is entitled to the broader coverage Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 75 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
8 (CITY ATTY: 07-17)
and/or higher limits maintained by Contractor. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

3.2.10.4 Other Provisions; Endorsements Preferred. Contractor shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Contractor:
(A) Waiver of Subrogation – All Other Policies. Contractor hereby waives all rights of subrogation any insurer of Contractor’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Services performed by the Contractor.

Contractor understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer. (B) Notice. Contractor shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Contractor.

Contractor understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.

3.2.10.5 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on which any Services under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Services under this Agreement commence, Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.

3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Contractor to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.

3.2.10.7 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M.

Best’s rating no less than A-:X and authorized to issue the required policies in California.

Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 76 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
9 (CITY ATTY: 07-17)

3.2.10.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must be received and approved by the City before any Services commence; provided, however, that failure to obtain the required documents prior to the commencement of Services shall not waive Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.10.9 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.

3.2.10.10 Sub-Contractors. All subcontractors shall comply with each and every insurance provision of this Section 3.2.10. Contractor shall therefore not allow any subcontractor to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Agreement.

3.2.10.11 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 3.2.10, including limits, based on any of the following: (A) the nature of the risk of the Services; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.

3.2.11 Safety. Contractor shall execute and maintain its work and Services 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 regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Services and the conditions under which the Services are to be performed.

3.2.12 Bonds.

3.2.12.1 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, when the City approves an individual call-out and issues a project work order for that project, a Performance Bond in the amount of the project work order 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.

3.2.12.2 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, when the City approves an individual call-out and issues a project work order for that project, a Payment Bond in the amount of the project work order and in a Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 77 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
10 (CITY ATTY: 07-17)
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.

3.2.12.3 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 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. No 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 or compensation for a project work order 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 or alteration of the Agreement (including, without limitation, an increase in the total compensation or compensation for a project work order, 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 the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.

3.2.12.4 Surety Qualifications. The bonds must be provided by a surety which is satisfactory to the City and which meets either of the following criteria: (1) a surety with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted surety insurer in California; or (2) a surety with a current A.M. Best’s rating no less than A-:X and authorized to issue the required bonds in California. If a surety 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.

3.2.13 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 Rates & Total 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 compensation, including authorized reimbursements, shall not exceed One Hundred Thousand Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 78 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
11 (CITY ATTY: 07-17)
Dollars ($100,000.00) (“Total Compensation”) without written approval of City’s Representative. 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 30 days of receiving such statement, review the statement and pay all approved charges thereon.

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 Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“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 and its subcontractors shall fully comply with the Prevailing Wage Laws for their employees and any others to whom such laws are applicable. Contractor and its subcontractors shall also be responsible for any and all violations and fines imposed on them pursuant to the Prevailing Wage Laws. Pursuant to SB 854, which amended the Prevailing Wage Laws, this Agreement would also be subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Beginning April 1, 2015, no contractor or subcontractor may be awarded this Agreement unless registered with the DIR pursuant to Labor Code Section 1725.5. The City will report all necessary agreements to the DIR as required by the Prevailing Wage Laws. 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 Contractor’s principal place of business and at the Project site. It is most efficient for the Contractor to obtain a copy of the prevailing wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the DIR located at www.dir.ca.gov/dlsr/. In the alternative, Contractor may obtain a copy of the prevailing wages from the City’s Respresentative. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 79 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
12 (CITY ATTY: 07-17)
harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.3.6 Apprenticeable Crafts. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works when Contractor employs workmen in an apprenticeable craft or trade. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor.

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 before the effective date of such termination. Upon termination, Contractor shall be compensated only for those Services which have been adequately rendered to City, as well as any authorized reimbursable expenses, 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 Agreement. 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.

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:

Traffic Management, Inc.
4900 Airport Plaza Drive, Suite 300
Long Beach, CA 90815
Attn: Patrick Petrossi
Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 80 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
13 (CITY ATTY: 07-17)
City:

City of Corona
400 South Vicentia Avenue
Corona, CA 92882
Attn: Tom Moody Utilities Department
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. To the fullest extent permitted by law, Contractor shall defend (with counsel of City’s choosing), 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, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent 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 settlement amounts, expert witness fees 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. Contractor’s obligation to indemnify shall survive 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 Riverside 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 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 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.

Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 81 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
14 (CITY ATTY: 07-17)

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.

3.5.6.1 Subcontractors; Assignment or Transfer. Contractor shall not subcontract any portion of the Services required under this Agreement, except as expressly authorized herein, without the prior written approval of the City. Subcontracts, if any, shall include a provision making them subject to all provisions of this Agreement. Contractor shall also 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 subcontract or take any other action not authorized herein shall be null and void, and any subcontractors, assignees, hypothecates or transferees shall acquire no right or interest by reason of such action.

3.5.6.2 Corona Utility Authority. To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, Contractor has no right to terminate this Agreement, either with or without cause, based upon the existence or non-existence of either or both of the CUA Management Agreements. Therefore, if an applicable CUA Management Agreement expires or terminates for any reason, Contractor shall remain fully obligated to perform under this Agreement with the CUA or another third party contracted by the CUA for the maintenance, management and operation of the applicable utility system.

3.5.7 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 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.

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

3.5.9 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.

Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 82 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
15 (CITY ATTY: 07-17)

3.5.10 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.6, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.11 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.

3.5.12 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 making 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 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.

3.5.13 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.

3.5.14 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 Party reasonable attorney’s fees and all other costs of such action.

3.5.15 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.

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

3.5.17 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.

Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 83 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
16 (CITY ATTY: 07-17)
[SIGNATURES ON NEXT 2 PAGES]
Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 84 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
17 (CITY ATTY: 07-17)
CITY’S SIGNATURE PAGE FOR

CITY OF CORONA

MAINTENANCE/GENERAL SERVICES AGREEMENT
WITH TRAFFIC MANAGEMENT, INC.
(UTILITIES DEPARTMENT TRAFFIC CONTROL SERVICES – RFP 24-074SB) IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.

CITY OF CORONA
By: _________________________
Tom Moody
Director of Utilities
Reviewed By:
_________________________
Katie Hockett
Assistant Director of Utilities
Reviewed By:
_________________________
Aftab Hussain
Maintenance Manager
Reviewed By:
_________________________
Yasmin Lopez
Purchasing Manager
Attest:
_________________________
Sylvia Edwards
City Clerk
Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 85 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
18 (CITY ATTY: 07-17)
CONTRACTOR’S SIGNATURE PAGE FOR

CITY OF CORONA

MAINTENANCE/GENERAL SERVICES AGREEMENT
WITH TRAFFIC MANAGEMENT, INC.
(UTILITIES DEPARTMENT TRAFFIC CONTROL SERVICES – RFP 24-074SB) IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.

TRAFFIC MANAGEMENT, INC.
a California Corporation
By: _________________________
Christopher Spano
President
By: _________________________
Tim Thacher
CFO
Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 86 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
19 (CITY ATTY: 07-17)
EXHIBIT “A”

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 traffic control services necessary for the Project. The Services are more particularly described herein.

The Contractor will provide traffic control services and equipment as directed by the City of Corona, including but not limited to the following:
 Traffic plans
 Traffic control services
 Road closure services
 CMS boards
Note – Contractors may be required to furnish material, equipment and supplies. Work may be performed after hours which may require specific equipment for nighttime work.

Work shall typically be performed between the hours of 7:00 AM and 5:00 PM – Monday through Friday.

Some public facilities may require work to be performed after normal business hours.

Contractors providing services (as contracted with those providing materials only) shall be available to respond to City requests for service 24 hours per day, seven days per week, with the following response times:

Response to non-emergency work requests shall be within 2 business days.

On-site response to emergency work requests shall be within 1 hour, ready to properly set up any necessary traffic control and or flagging operations.

The City of Corona Utilities Department is responsible for providing emergency building, building infrastructure, and equipment repair during emergency evacuation situations and requests cooperation from all contractors providing On-Call services to the City of Corona.

During a wide-scale emergency, firms may be contacted to provide services and/or equipment.

Firms must agree that the City’s request for services will be a top priority.

Performance Measures for Traffic Control Services
Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 87 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
20 (CITY ATTY: 07-17)
Contractors providing services (as contrasted with those providing materials only) shall be available to respond to City requests for service 24 hours per day, seven days per week, with the following response times:

Non-Emergency - Contractor shall acknowledge City's request for service and return call to City of Corona employee within one (1) hour. Contractor shall be on-site within twenty-four (24) hours

Emergency -Contractor shall acknowledge City's request for service and return call to City of Corona employee within fifteen (15) minutes. Contractor shall be on-site within one (1) hour.

Mandatory Requirements
In addition to complying with all applicable laws and regulations, Contractors must possess all valid and applicable licenses for work to be performed prior to contract award. Contractors must have a minimum of four (4) full-time employees.

NOTE – NOT PUBLIC PROJECT WORK
This Agreement generally governs only work which is considered to be “maintenance work” under CMC Section 3.08.010(k) and Public Contract Code Section 22002(d), and does not include “public project” work under CMC Section 3.08.010(m) and Public Contract Code Section 22002(c). The only time that an individual call-out, as described in Exhibits “B” and “C” attached hereto, might include “public project” work is when an individual call-out is strictly limited to an amount that is not required to be informally or formally bid under the CMC or state law (e.g. less than $60,000), and individual projects shall not be split to fall below that amount.

Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 88 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
21 (CITY ATTY: 07-17)
EXHIBIT “B”

SCHEDULE OF SERVICES
Contractor shall complete the Services within the Term of this Agreement, and shall meet any other reasonable schedules and deadlines established by City’s Representative.

The contract term can be extended with two optional two-year renewals  Option 1, if exercised, shall be effective July 1, 2026 through June 30, 2028  Option 2, if exercised, shall be effective July 1, 2028 through June 30, 2030 Option year pricing shall be negotiated by the Parties prior to commencement of each additional two year period. Negotiated price adjustments will be made in accordance with and shall not exceed the percentage of change in the United States Bureau of Labor Statistics Consumer Price Index “All Urban Consumers for Riverside, California, Area (CPI-U), not seasonally adjusted, for the most recent twelve (12) months for which statistics are available. This method of price adjustment shall apply to each extension period exercised. Option years shall become effective only upon issuance by the City of a duly authorized Purchase Order.

AS-NEEDED SERVICES
Each individual call-out under this Agreement is a separate project for purposes the City’s bidding and purchasing requirements.

Contractor shall provide the Services on an as-needed basis, and as scheduled and directed by the City’s Representative.

For each individual call-out, Contractor shall respond, mobilize and be on-site ready to start work no later than two business days after notification for routine work, repairs and installations.

Contractor must be able to respond by telephone to emergency call-out notifications from City within fifteen (15) minutes of being notified by City that there is an emergency, and to be mobilized and on-site within one (1) hour of such emergency notification by City.

Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 89 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 06292023
22 (CITY ATTY: 07-17)
EXHIBIT “C”

COMPENSATION
Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth herein.

Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 90 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 12292023
23 (CITY ATTY: 07-17)
BONDS
Each individual call-out under this Agreement is a separate project for purposes of the City’s bidding and purchasing requirements, including, but not limited to, its bond requirements provided for in Civil Code Section 9550, which mandates that the City require a payment bond for certain public work projects involving an expenditure in excess of $25,000.

Payment Bonds: Contractor shall provide a 100% payment bond for all individual call-out projects for which a project work order has been issued by the City in excess of $25,000.

Performance Bonds: Contractor shall be required to provide a 100% performance bond whenever the City indicates that one is required in the project work order issued for an individual call-out project.

Cost of Bonds: Whenever a bond is required by the City for an individual call-out project, Contractor will be able to include the costs of the bonds for that individual call-out.

Docusign Envelope ID: 925250A5-BEE7-4EBD-8C89-196C75DDA9F0 Docusign Envelope ID: 77F85938-1C1B-44E0-A2E0-7CD5956D2A78

Page 91 of 484 ends

DATE: 09/04/2024
TO: Honorable Mayor and City Council Members
FROM: Community Services Department
2024-25

REQUEST FOR CITY COUNCIL ACTION
SUBJECT:

HISTORIC CIVIC CENTER COOLING TOWER REBUILD AGREEMENT WITH CJS

COOLING TOWER SERVICES FOR EMERGENCY HVAC REPAIRS AND REBUILD OF

THE COOLING TOWER AT THE HISTORIC CIVIC CENTER FOR A TERM OF ONE YEAR IN THE AMOUNT OF $52,045
EXECUTIVE SUMMARY:

This staff report asks the City Council to approve and award the Agreement with CJS Cooling Tower Services in the amount of $52,045 to rebuild the cooling tower at the Historical Civic Center. The cooling tower unit has reached the end of its useful life and has required significant maintenance over the years, incurring substantial costs for the City. Rebuilding the unit provides the same lifespan as purchasing a new one while offering a more cost-effective solution for the City. By investing in the refurbishment, the City can maximize the value of its existing assets and avoid the higher expenses associated with new equipment.

RECOMMENDED ACTION:

That the City Council:

Page 92 of 484 ends

a. Approve the Historic Civic Center Cooling Tower Rebuild Agreement with CJS Cooling Tower Services for emergency HVAC repairs and rebuilding of the cooling tower at the Historic Civic Center for one year in the amount of $52,045. b. Authorize the City Manager or his designee to execute the Historic Civic Center Cooling Tower Rebuild Agreement with CJS Cooling Tower Services in the amount of $52,045, including any non-substantive extensions, change orders, purchase orders, and amendments up to the amount authorized by Corona Municipal Code

3.08.050(H), which is equivalent to 10 % or $5,204.50
c. Authorize an appropriation of $57,249.50 from the Historic Civic Center Fund 232 to the Community Services Department’s operating budget.

BACKGROUND & HISTORY:

The Historic Civic Center building was constructed in the 1920s and served as Corona’s second high school from September 1923 to 1960 and as Corona’s City Hall from 1962 to Spring 2005. It features Spanish Revival architecture and reflected the City’s growth during the 20th century playing a central role in local governance and community events.

Today, the building offers performing arts programming and events, and provides educational experiences about the history of Corona.

ANALYSIS:

The City of Corona utilizes professional contractual services to maintain and repair HVAC units throughout various City facilities. CJS Cooling Tower Services was called for emergency HVAC repairs at the Historic Civic Center after the City’s primary vendor was unavailable. Upon examination of the unit, it was deemed necessary to be rebuilt or replaced. The unit, which services the theatre and lobby, has reached the end of its useful life and has required significant maintenance over the years, incurring substantial costs to the City. Staff believes it is more cost-effective to rebuild the unit than replace it. The rebuilt unit will provide the same lifespan as purchasing a new one, while offering a more cost-effective solution for the City, making this a prudent choice for maintaining performance and budgetary constraints.

CJS Cooling Tower Services specializes in cooling tower rebuilds. They also offer competitive pricing and provide the equipment, labor, and materials needed to perform this work safely and effectively. Staff recommends approval of the agreement with CJS Cooling Tower Services for emergency HVAC repairs and rebuilding of the cooling tower at the Historic Civic Center.

FINANCIAL IMPACT:

Approval of the recommended actions will result in an appropriation in the amount of $57,249.50 from the Historic Civic Center Fund 232 to the Community Services Department’s operating budget within the Building Maintenance Division. There is sufficient fund balance for the recommended actions.

ENVIRONMENTAL ANALYSIS:

Page 93 of 484 ends

This action is exempt pursuant to Section 15061(b)(3) of the Guidelines for the California Environmental Quality Act (CEQA), which states that a project is exempt from CEQA if the activity is covered by the commonsense exemption that CEQA applies only to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. This action is an agreement to rebuild a cooling tower at the Historic Civic Center, and there is no possibility that approving this agreement will have a significant effect on the environment.

Therefore, no environmental analysis is required.

PREPARED BY: SARAH ARCE, MANAGEMENT ANALYST I

MOSES CORTEZ, FACILITIES, PARKS, AND TRAILS MANAGER
REVIEWED BY: DONNA FINCH, COMMUNITY SERVICES DIRECTOR
ATTACHMENT:

1. Exhibit 1 – Historic Civic Center Rebuild Agreement

Page 94 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
(CITY ATTY: 07-17)

CITY OF CORONA

MAINTENANCE/GENERAL SERVICES AGREEMENT

WITH CJS COOLING TOWER SERVICES
(COOLING TOWER REPAIR AND INSTALLATION SERVICES – HISTORIC CIVIC

CENTER COOLING TOWER REPAIR PROJECT)

1. PARTIES AND DATE.

This Agreement is made and entered into this _______day of ________, 2024 by (“Effective Date”) by and between the City of Corona, a municipal corporation organized under the laws of the State of California with its principal place of business at 400 South Vicentia Avenue, Corona, California 92882 (“City”) and CJS Cooling Tower Services, a California corporation with its principal place of business at 3721 Hillside Ave. Norco CA 92860 with a mailing address of P.O. Box 6163, Norco, CA 92860 (“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 or other general services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing cooling tower repair and installation 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 Historic Civic Center Cooling Tower Repair project (“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 cooling tower repair and installation maintenance or other general 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 Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 95 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
2 (CITY ATTY: 07-17)
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 from August 1, 2024 to June 30, 2025 (“Term”), 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 Agreement one or more times by executing a written amendment pursuant to Section 3.5.8 below (each a “Renewal Term”). The terms “Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.

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 contractor 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 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. Contractor shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the Parties. 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 timely 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 Services performed by Contractor shall be subject to the approval of City.

3.2.4 City’s Representative. The City hereby designates Donna Finch, Community 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 Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 96 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
3 (CITY ATTY: 07-17)
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 Kedric W.

Cox, 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.

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 represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor agrees 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 shall 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 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.

3.2.9 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 Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 97 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
4 (CITY ATTY: 07-17)
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 or Services knowing them 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, 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 and 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 during 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.

3.2.9.1 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 Act 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 3.2.9 or any of its sub-sections.

3.2.9.2 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 or Services relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.9.1.

3.2.9.3 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 Contractor or its subcontractors, subDocusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 98 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
5 (CITY ATTY: 07-17)
subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.9.1 or

3.2.9.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.9.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

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

3.2.9.5 Equal Opportunity Employment. Contractor 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. 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.

3.2.9.6Air 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 Management 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 Insurance.

3.2.10.1 Time for Compliance. Promptly following the Effective Date of this Agreement, but in no event before Contractor commences any Services under this Agreement, Contractor shall provide evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.2.10.2 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 Contractor, its agents, representatives, employees or subcontractors.

Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 99 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
6 (CITY ATTY: 07-17)
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), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (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, advertising 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.

3.2.10.3 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to liability arising out of work or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects the City, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01 04 13). 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. (B) Waiver of Subrogation – 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 or Services performed by the Contractor.

Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 100 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
7 (CITY ATTY: 07-17)
(C) All Coverages. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City is entitled to the broader coverage and/or higher limits maintained by Contractor. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

3.2.10.4 Other Provisions; Endorsements Preferred. Contractor shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Contractor:
(A) Waiver of Subrogation – All Other Policies. Contractor hereby waives all rights of subrogation any insurer of Contractor’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Services performed by the Contractor.

Contractor understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer. (B) Notice. Contractor shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Contractor.

Contractor understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.

3.2.10.5 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on which any Services under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Services under this Agreement commence, Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.

3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Contractor to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.

3.2.10.7 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M.

Best’s rating no less than A-:X and authorized to issue the required policies in California.

Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 101 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
8 (CITY ATTY: 07-17)

3.2.10.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. All documents must be received and approved by the City before any Services commence; provided, however, that failure to obtain the required documents prior to the commencement of Services shall not waive Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.10.9 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.

3.2.10.10 Sub-Contractors. All subcontractors shall comply with each and every insurance provision of this Section 3.2.10. Contractor shall therefore not allow any subcontractor to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Agreement.

3.2.10.11 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 3.2.10, including limits, based on any of the following: (A) the nature of the risk of the Services; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.

3.2.11 Safety. Contractor shall execute and maintain its work and Services 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 regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Services and the conditions under which the Services are to be performed.

3.2.12 Bonds.

3.2.12.1 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 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.

3.2.12.2 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 Compensation indicated in this Agreement, and in a form provided or Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 102 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
9 (CITY ATTY: 07-17)
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.

3.2.12.3 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 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. No 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 or 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 the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.

3.2.12.4 Surety Qualifications. The bonds must be provided by a surety which is satisfactory to the City and which meets either of the following criteria: (1) a surety with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted surety insurer in California; or (2) a surety with a current A.M. Best’s rating no less than A-:X and authorized to issue the required bonds in California. If a surety 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.

3.2.13 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 Rates & Total 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 compensation, including authorized reimbursements, shall not exceed Fifty-Two Thousand Forty Four Dollars and Eighty Five Cents ($52,044.85) (“Total Compensation”) without written approval of City’s Representative. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 103 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
10 (CITY ATTY: 07-17)

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 30 days of receiving such statement, review the statement and pay all approved charges thereon.

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 Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“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 and its subcontractors shall fully comply with the Prevailing Wage Laws for their employees and any others to whom such laws are applicable. Contractor and its subcontractors shall also be responsible for any and all violations and fines imposed on them pursuant to the Prevailing Wage Laws. Pursuant to SB 854, which amended the Prevailing Wage Laws, this Agreement would also be subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Beginning April 1, 2015, no contractor or subcontractor may be awarded this Agreement unless registered with the DIR pursuant to Labor Code Section 1725.5. The City will report all necessary agreements to the DIR as required by the Prevailing Wage Laws. 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 Contractor’s principal place of business and at the Project site. It is most efficient for the Contractor to obtain a copy of the prevailing wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the DIR located at www.dir.ca.gov/dlsr/. In the alternative, Contractor may obtain a copy of the prevailing wages from the City’s Represenatice. 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.

Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 104 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
11 (CITY ATTY: 07-17)

3.3.6 Apprenticeable Crafts. If the Project being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works when Contractor employs workmen in an apprenticeable craft or trade. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor.

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 before the effective date of such termination. Upon termination, Contractor shall be compensated only for those Services which have been adequately rendered to City, as well as any authorized reimbursable expenses, 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 Agreement. 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.

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:

Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 105 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
12 (CITY ATTY: 07-17)
Contractor:

Kedric W. Cox
P.O. Box 6163
Norco, CA 92860
Attn: Kedric Cox
City:

City of Corona
400 South Vicentia Avenue
Corona, CA 92882
Attn: Donna Finch, Community 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 notice on the date actual notice occurred, regardless of the method of service.

3.5.2 Indemnification. To the fullest extent permitted by law, Contractor shall defend (with counsel of City’s choosing), 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, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent 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 settlement amounts, expert witness fees 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. Contractor’s obligation to indemnify shall survive 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 Riverside 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 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 Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 106 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
13 (CITY ATTY: 07-17)
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.

3.5.6.1 Subcontractors; Assignment or Transfer. Contractor shall not subcontract any portion of the Services required under this Agreement, except as expressly authorized herein, without the prior written approval of the City. Subcontracts, if any, shall include a provision making them subject to all provisions of this Agreement. Contractor shall also 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 subcontract or take any other action not authorized herein shall be null and void, and any subcontractors, assignees, hypothecates or transferees shall acquire no right or interest by reason of such action.

3.5.7 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 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.

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

3.5.9 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.

3.5.10 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.6, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 107 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
14 (CITY ATTY: 07-17)

3.5.11 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.

3.5.12 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 making 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 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.

3.5.13 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.

3.5.14 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 Party reasonable attorney’s fees and all other costs of such action.

3.5.15 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.

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

3.5.17 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.
[SIGNATURES ON NEXT 2 PAGES]
Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 108 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
15 (CITY ATTY: 07-17)
CITY’S SIGNATURE PAGE FOR

CITY OF CORONA

MAINTENANCE/GENERAL SERVICES AGREEMENT

WITH CJS COOLING TOWER SERVICES
(COOLING TOWER REPAIR AND INSTALLATION SERVICES – HISTORIC CIVIC

CENTER COOLING TOWER REPAIR PROJECT)
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.

CITY OF CORONA
By: _________________________
Donna Finch
Community Services Director
Reviewed By: _________________________
Moses Cortez
Facilities, Parks, & Trails Manager
Reviewed By: _________________________
Yasmin Lopez
Purchasing Manager
Attest: ________________________________
Sylvia Edwards, City Clerk
City of Corona, California
Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 109 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
16 (CITY ATTY: 07-17)
CONTRACTOR’S SIGNATURE PAGE FOR

CITY OF CORONA

MAINTENANCE/GENERAL SERVICES AGREEMENT

WITH CJS COOLING TOWER SERVICES
(COOLING TOWER REPAIR AND INSTALLATION SERVICES – HISTORIC CIVIC

CENTER COOLING TOWER REPAIR PROJECT)
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.

CJS COOLING TOWER SERVICES
a California corporation
By: _________________________
Christopher J. Shea
CEO and Secretary
Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 110 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
17 (CITY ATTY: 07-17)
EXHIBIT “A”

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 cooling tower repair and installation services necessary for the Project. The Services are more particularly described herein.

Base Scope of Work: (1) cell VTO65J
 Contractor to LOTO the cooling tower and City to isolate all chemical, electrical, and water supplies.
 City to supply crane and rigging to remove the existing VTO65J cooling tower. Place cooling tower on Contractor supplied trailer to be hauled offsite for rebuild.  Contractor to supply 100% new cooling tower cooling tower metal panels and interior to include:
o (2) upper end panels
o (2) upper side panels
o (2) middle side panels
o (2) lower cold water basin end panels
o (1) lower cold water basin side panel with the 2-door access. o (1) lower cold water basin side panel with 3 blower wheel cut outs. o Fill supports, drift eliminator supports, water diverters, (3) interior fan snout kits and o distribution supports.
 Contractor to supply and install (3) factory OEM fan housing to include (6) new inlet rings.
 Contractor to supply and install new mechanical equipment to include:
o (1) new fan shaft
o (2) new bearings
o (3) blower wheels
o Driven Sheave and driven sheave bushing
 Contractor to supply and install new fill on new fill supports.  Contractor to supply and install new drift eliminators on new eliminator supports.

Cooling tower parts to be saved and reinstalled.
o (2) access doors.
o Motor and motor base support.
o Distribution header and nozzles.
 After the cooling tower is assembled Contractor to apply Armor Seal 2-part epoxy to the interior panels, supports, water diverters, and fan snouts. Armor Seal will protect all the metal components from corrosion and chemical attack.
 Contractor provides a (5) year coatings guarantee.

Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 111 of 484 ends

CA\DD
\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
18 (CITY ATTY: 07-17)
Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 112 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
19 (CITY ATTY: 07-17)
EXHIBIT “B”

SCHEDULE OF SERVICES
Contractor shall complete the Services within the Term of this Agreement and shall meet any other reasonable schedules and deadlines established by City’s Representative.

All work must be completed during normal business hours: 7:00 a.m. – 5:00 p.m.

Project Location:

Historic Civic Center
815 W 6th Street
Corona, CA 92882
Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 113 of 484 ends

CA\DD\02000.50102\10151745.3
REV. 3.3.6 - PTEAM 04302019
(CITY ATTY: 07-17)
EXHIBIT “C”

COMPENSATION
Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth below in this Exhibit.

PROJECT: KWC-24-020
Materials (excluding tax): $24,170.00
Taxes @ 8.75%: $2,114.88
Labor: $24,000.00
Bond: $1,759.97
Total Price: $52,044.85
The Total Compensation shall not exceed $52,044.85 without authorized written approval of City’s Representative.

PURSUANT TO SECTION 3.2.12 ABOVE, A PAYMENT BOND VALUED AT ONE HUNDRED PERCENT OF THE “TOTAL COMPENSATION” AMOUNT SPECIFIED IN SECTION 3.3.1 SHALL BE REQUIRED FOR THIS PROJECT.

Docusign Envelope ID: 98DACFB1-CFB1-46A2-A87C-7FBAAD0C9869 Docusign Envelope ID: 7FC2F4CC-7CF7-461F-AF57-99D1643D8D2C

Page 114 of 484 ends

DATE: 09/04/2024
TO: Honorable Mayor and City Council Members
FROM: Community Services Department
2024-26

REQUEST FOR CITY COUNCIL ACTION
SUBJECT:

ACCEPTANCE OF $100,000 IN PASS-THROUGH GRANT AWARD FUNDING

THROUGH THE GREEN LATINOS FROM THE UNITED STATES DEPARTMENT OF

AGRICULTURE US FOREST SERVICE AND FUTURE APPROPRIATIONS EXECUTIVE SUMMARY:

This staff report asks the City Council to accept and appropriate the Green Latinos passthrough grant award funded by the United States Department of Agriculture US Forest Service to plant additional trees and contribute to our Urban Forest Management Plan.

The total award for the Fiscal Year 2025 is $50,000, and an additional $50,000 for Fiscal Year 2026, for a total of $100,000.

RECOMMENDED ACTION:

That the City Council:
a. Accept a pass-through grant award from the Green Latinos in the amount of $100,000 to plant additional trees and contribute to the City’s Urban Forest Management Plan.
b. Authorize an appropriation and estimated revenue increase to the Community Services Department’s operating budget of $50,000 for Fiscal Year 2025 within the General Fund 110.

Page 115 of 484 ends

c. Authorize an appropriation and estimated revenue increase to the Community Services Department’s operating budget of $50,000 for Fiscal Year 2026 within the General Fund 110.
d. Authorize the City Manager or his designee to adjust the budget accordingly if the Grantor distributes additional funds to grant participants.

BACKGROUND & HISTORY:

The Green Latinos is a non-profit organization of Latino leaders confronting national and local environmental issues. They were awarded $25M to expand our sustainable cities Urban Greenspace Initiative, where they will provide new Grassroots Grantmaking for Tree Canopy Restoration across Latino Communities. They will promote tree planting, maintenance, restoration, resilience, green workforce development, green urban planning, and community engagement—all while combating extreme heat and heat islands in underserved communities.

In November 2023, the City submitted a grant application to the Green Latinos to purchase and plant trees to help further the goals outlined in the City’s Urban Forest Management Plan. By integrating the grant with our established systems, we can leverage the existing infrastructure outlined in the Urban Forest Management Plan for outreach, maintenance, and contractual services and ensure a streamlined and impactful implementation that maximizes the benefits for our environment.

ANALYSIS:

The City of Corona was notified in September 2023 that we received the Green Latinos grant award of $100,000. The grant process was extremely competitive, with only 385 recipients selected nationwide. This grant will supplement the funds already budgeted for the City’s Urban Forest Initiative and will assist in planting additional trees in the downtown area near City Park. The Community Services Department will plant 15-gallon trees aligned with our approved street tree list identified in the Urban Forest Management Plan. It is estimated that this will equate to around 1,000 to 1,500 trees over a 3-year period, in addition to the 15,000 trees the City has committed to planting over a 5-year period as part of its reforestation efforts.

FINANCIAL IMPACT:

Approval of the recommended actions will result in an appropriation and estimated revenue increase in the amount of $50,000 for Fiscal Year 2025 and $50,000 for Fiscal Year 2026 within the General Fund 110 to the Community Services operating budget.

These grant funds do not have a matching requirement. Grant funds must be fully expended in accordance with the City’s approved budget by November 30, 2027.

ENVIRONMENTAL ANALYSIS:

This action is exempt pursuant to Section 15061(b)(3) of the Guidelines for the California Environmental Quality Act (CEQA), which states that a project is exempt from CEQA if

Page 116 of 484 ends

the activity is covered by the commonsense exemption that CEQA applies only to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. This action is a financial transaction between the Green Latinos and the City of Corona, and there is no possibility that accepting this grant award will have a significant effect on the environment.

Therefore, no environmental analysis is required.

PREPARED BY: SARAH ARCE, MANAGEMENT ANALYST I

MOSES CORTEZ, FACILITIES, PARKS, AND TRAILS MANAGER
REVIEWED BY: DONNA FINCH, COMMUNITY SERVICES DIRECTOR
ATTACHMENT:

1. Exhibit 1 – Award Letter

Page 117 of 484 ends

City of Corona
Project Amount: $100,000
Project Completion Date:11/30/2027
Project Number: 00000013
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 1
GreenLatinos Urban & Community Forestry Program
Subaward Agreement for City of Corona
Rooted in Corona - Urban and Community Forestry
Grant
This Subaward Agreement (“Agreement”) is entered into between GreenLatinos, a nonprofit organization duly incorporated pursuant to the laws of the District of Columbia with principal offices at 1919 14 Street, Suite 700, Boulder, CO 80302 (“GreenLatinos”) and City of Corona, with its principal offices at 400 S. Suite 225 Vicentia Ave Corona, CA 92881 (“Subrecipient”).

GreenLatinos and Subrecipient may be collectively referred to as “Parties” or each, individually, as a “Party.”
Contacts: Individuals listed below are authorized to act in their respective areas for matters related to this award. Any revision to key personnel identified in this agreement requires notification by the Subrecipient by email to GreenLatinos within 10 business days.

Principal Subaward Contacts:

Subaward Program Contact
Subaward Program Contact Name: Moses Cortez
Subaward Business Address: 400 South Vicentia Ave. Corona Ca 92882.

Telephone: 951-739-4957
Email: [email protected]
Subaward Financial Contact
Subaward Financial Contact Name Sarah Arce/ Mirna Romero Subaward Business Address 400 South Vicenta Ave. Corona Ca 92882.

Telephone: 951-279-3681
Email: [email protected] and [email protected] Docusign Envelope ID: A87DC6F1-5200-4329-9794-0F00B35E49F8

Page 118 of 484 ends

City of Corona
Project Amount: $100,000
Project Completion Date:11/30/2027
Project Number: 00000013
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 2
Principal GreenLatinos Contacts:

GreenLatinos Program Contact Subaward Financial Contact Rachna Vas
1919 14th Street, Suite 700
Boulder, CO 80302
Telephone: (202) 677-0991
Email: [email protected]
Joe Toolan
1919 14th Street, Suite 700
Boulder, CO 80302
Telephone: (443) 713-9026
Email: [email protected]
Whereas, the originating source of Federal assistance funds for this Agreement is made under the authority of the Cooperative Forestry Assistance Act, P.L. 95-313 as amended, 16 USC section 2105 and Public Law 117-169, Subtitle D, Section 23003(a). The Federal Assistance Listing (formerly Catalog of Federal Domestic Assistance - CFDA) number and name are 10.727, Inflation Reduction Act Urban & Community Forestry Program.

GreenLatinos’ Award Cooperative Agreement (FAIN) number is 24-CA11132544-013, and the originating grant period is December 13, 2023 to November 30, 2028; and
Whereas, the purpose of this Agreement is to outline Parties’ collaborative efforts to develop and implement an urban and community forestry project (“Project”) funded, supported by, and meeting the United States Department of Agriculture (USDA) Forest Service’s Urban and Community Forestry Program guidelines and objectives; and Whereas, Parties aim to support frontline communities in restoring and expanding urban forest canopy in areas with low tree cover, and engaging residents in community forestry, resulting in (1) increased resilience to heat, flood, and storm events; (2) increased wellness and recreational opportunities; and (3) reductions in greenhouse gas and air quality pollutants in frontline communities across underserved areas in Corona, as outlined in the attached Table of Priority Census tracts and block groups.

Now, therefore, the Parties do hereby agree as follows:

Docusign Envelope ID: A87DC6F1-5200-4329-9794-0F00B35E49F8

Page 119 of 484 ends

City of Corona
Project Amount: $100,000
Project Completion Date:11/30/2027
Project Number: 00000013
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 3
[ ]

1. TERM. This Agreement shall govern the performance of the Parties for the period (the “Effective Date”)
through November 30, 2027, unless earlier terminated by either party in accordance with the terms of this Agreement (such period of performance, the “Agreement Term”).

2. SCOPE OF WORK AND BUDGET; PRIOR APPROVAL FOR
CHANGES.
a. Scope of Work and Budget. Subrecipient shall, in a
satisfactory manner as determined by GreenLatinos,
perform all activities described in the scope of work as approved by GreenLatinos and attached hereto as
Exhibit A, as may be amended from time to time (the
“Approved Services”) in accordance with the program
budget as approved by GreenLatinos and attached hereto
as Exhibit B, as may be amended from time to time (the
“Approved Budget”).
b. Prior Approval for Changes. Subrecipient may not transfer more than 10% allocated funds among cost categories
within a budgeted program account without the prior
written approval of GreenLatinos nor shall Subrecipient make any changes, directly or indirectly, in program design or in the Approved Services or in the Approved Budget
without the prior written approval of GreenLatinos.

3. ROLES AND RESPONSIBILITIES.
a. GreenLatinos. As a national pass-through partner for the USDA Forest Service that subawards funding to
community-based organizations and local government
agencies serving priority communities, GreenLatinos will have administrative and programmatic oversight over the implementation of and compliance with the terms of this Agreement. GreenLatinos is responsible for:
i. Funding and Payment Processing. GreenLatinos will
provide funding for the project in an amount not to
exceed $100,000 USD. Payment(s) are to be made on
Docusign Envelope ID: A87DC6F1-5200-4329-9794-0F00B35E49F8 8/26/2024 | 1:11 PM PDT

Page 120 of 484 ends

City of Corona
Project Amount: $100,000
Project Completion Date:11/30/2027
Project Number: 00000013
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 4
a reimbursable basis according to the Payment
Schedule shown in Exhibit A Table 1. GreenLatinos
will process invoices quarterly.
ii. Invoices. Invoices are to be submitted through
GreenLatinos’ subrecipient portal.
iii. Project Funds. Project funds are to be expended in accordance with the proposed budget, in accordance
with the terms in this Agreement, and fulfilling the
scope of the final and awarded proposal.
iv. Monitoring and Reporting. GreenLatinos will
supervise and aggregate semi-annual performance
and quarterly reimbursement reports, and will
provide an online portal for Subrecipient to submit
reports.
v. Technical Assistance. GreenLatinos may organize
kick-off and close-out convenings, monthly peer
learning calls, and topic-specific webinars on project
design, reporting and financial assistance, and
community engagement. GreenLatinos will provide
case management and some technical assistance.

Requests for technical assistance, supporting project
implementation, shall be submitted through
GreenLatinos subrecipient’ portal.
b. Community Lead. City of Corona, Unique Entity Identifier UEI: JCVFXGCJ8BK8, serving as the Community Lead for
the City of Corona, shall have the legal authority to enter into this award, and the institutional, managerial, and financial capability to ensure proper planning,
management, and completion of the proposed project,
which includes funds sufficient to pay the non-Federal
share of project costs, when applicable. Subrecipient is responsible for:
i. Program Participation. Actively participating in
technical assistance activities organized by
Docusign Envelope ID: A87DC6F1-5200-4329-9794-0F00B35E49F8

Page 121 of 484 ends

City of Corona
Project Amount: $100,000
Project Completion Date:11/30/2027
Project Number: 00000013
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 5
GreenLatinos, including but not limited to kick-off
and close-out convenings, monthly peer learning
calls, topic-specific webinars, training on reporting
and financial assistance, and community
engagement, and submission of technical assistance
requests through GreenLatinos’ online portal.
ii. Project Management and Coordination. Completing
Project deliverables during the designated period of
performance, in accordance with program
requirements.
iii. Finances. Establishing a dedicated account explicitly designated for funds disbursed under this subaward.

Subrecipient is also responsible for submitting
quarterly reimbursement requests tying program
activities to approved budget expenses, to access
grant funding.
iv. Reporting.
1) Quarterly Financial Check-ins and
Reimbursement Reports: Subrecipient shall
submit quarterly reimbursement reports with
reimbursement requests as prescribed by
GreenLatinos throughout the subaward’s
performance period, to be submitted through
GreenLatinos' subrecipient portal. In
accordance with 2 CFR § 200.301, reports must
relate financial data to performance
accomplishments of the federal award.

Quarterly reimbursement reports will be due
on April 10 for Q1 ending on March 31; July 10 for
Q2 ending on June 30; October 10 for Q3
ending on September 30 and January 10 for Q4
ending December 31. There will be informal
quarterly progress check-ins in April and
October where reimbursements and
performance accomplishments will be
discussed. Quantitative and qualitative project
Docusign Envelope ID: A87DC6F1-5200-4329-9794-0F00B35E49F8

Page 122 of 484 ends

City of Corona
Project Amount: $100,000
Project Completion Date:11/30/2027
Project Number: 00000013
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 6
accomplishments must be reported to the
USFS Impact Reporting Platform. Late reports
will result in withholding of reimbursement
payments.
2) Semi-annual Reports: Subrecipient shall submit
semi-annual reports as prescribed by
GreenLatinos throughout the subaward’s
performance period, to be submitted through
GreenLatinos' subrecipient portal. In
accordance with 2 CFR § 200.301, reports must
relate financial data to performance
accomplishments of the federal award. Semiannual reports will be due on November 10th for the period of May 1 to October 31 and May
10th for the period of November 1 to April 31.

Quantitative and qualitative project
accomplishments must be reported to the
USFS Impact Reporting Platform. Late reports
will result in withholding of reimbursement
payments.
3) Ongoing Reporting: Ongoing project reporting
may include providing GreenLatinos and the
USDA with success stories with brief project
descriptions, outcomes, photographs and
testimonials via the USDA Forest Service
reporting system.
4) Final Deliverables and Report. By February 28,
2028, submitting all substantial products and
outputs, a final reporting form, high resolution
.jpg photographs of project work (by
submitting a photograph Subrecipient
consents to allow GreenLatinos and USDA
Forest Service to use those photographs in
communications and reporting and represents
and warrants that Subrecipient has obtained all
necessary consents, permissions or licenses
Docusign Envelope ID: A87DC6F1-5200-4329-9794-0F00B35E49F8

Page 123 of 484 ends

City of Corona
Project Amount: $100,000
Project Completion Date:11/30/2027
Project Number: 00000013
GreenLatinos: 1919 14th Street, Suite 700, Boulder, CO 80302 | https://www.greenlatinos.org/ Email: [email protected] 7
necessary to permit GreenLatinos and USDA
Forest Service to do so), and a detailed record of
project expenditures, including a comparison of
the original proposed budget to award
expenditures.
v. GreenLatinos Communications. Subrecipient shall
actively communicate their project achievements,
impact, and outcomes with the media. Subrecipients
shall work with GreenLatinos and GreenLatinos’
media consultant to promote their projects to the
media. Clear recognition of USDA's support shall be
included in all press releases, digital, and print media.

Subrecipient shall acknowledge GreenLatinos and
the Forest Service support in any publications,
audiovisuals, and electronic media developed as a
result of this award. Follow direction in USDA
Supplemental 2 CFR 415.2. GreenLatinos may provide
plaques and certificates to all sub-awardees to
acknowledge USDA’s support. If plaques and
certificates are provided, they shall be publicly
displayed. Subrecipients may be asked to present
Project outcomes during a GreenLatinos virtual or in
person meeting, if requested.1

4. AWARD AND ADMINISTRATION; COMPLIANCE WITH APPLICABLE LAWS.
a. JUSTICE40. The federal match requirement for this award has been waived under the provision of Public Law 117-169 (Inflation Reduction Act), with the requirement that 100% of work and funding under this subaward must benefit
disadvantaged communities.
b. Compliance with Prime Award and Subaward. Subrecipient shall perform all activities funded by this Agreement in accordance with: (i) the Notice of Prime Award attached 1Thisrequest issubject to GreenLatinos’ communicationsschedule and is not guaranteed to be made.

Docusign Envelope ID: A87DC6F1-5200-4329-9794-0F00B35E49F8

Page 124 of 484 ends
← All documents from this meeting