Corona City Council
December 3, 2025

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3. 1. 2 Term. The term of this Agreement shall be from September 1, 2024 to August 31, 2027, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two ( 2) additional one- year terms, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3. 2 Compensation.

3. 2. 1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit " C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Seven Hundred Thousand Dollars and Zero Cents ($ 700, 000) without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3. 2. 2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non- disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty ( 30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3. 2. 3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit " C" of this Agreement.

3. 2. 4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, " Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

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

3. 3 Responsibilities of Consultant.

3. 3. 1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant' s exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in BB& K( 2023) 2- PROFESSIONAL SERVICES AGREEMENT
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Docusign Envelope ID: AC4E45C5- 4810- 4406- 8ED4- C30C5D99E902 connection with their performance of Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3. 3. 2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit " B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3. 3. 3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3. 3. 4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Rick H. Hagmann, Vice President, Operations & Client Services.

3. 3. 5 City' s Representative. The City hereby designates Angela C. Lopez, Executive Director Human Resources/ Risk Management, or his/ her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement City' s Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement.

The City Manager shall be authorized to act on City' s behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant' s total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/ her designee.

3. 3. 6 Consultant' s Representative. Consultant hereby designates Rick H.

Hagmann, Vice President, Operations & Client Services, or his/ her designee, to act as its representative for the performance of this Agreement (" Consultant' s Representative").

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

3. 3. 7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3. 3. 8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of BB& K( 2023) 3- PROFESSIONAL SERVICES AGREEMENT
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Docusign Envelope ID: AC4E45C5- 4810- 44C6- 8ED4- C30C5D99E902 California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant' s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3. 3. 9 Period of Performance.

3. 3. 9. 1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3. 1. 2 above (" Performance Time"). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits" A" or" B" attached hereto, orwhich may be separately agreed upon in writing by the City and Consultant (" Performance Milestones"). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/ or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3. 3. 9. 2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party' s performance and is one or more of the following: ( 1) Acts of God or other natural disasters; ( 2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); ( 4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and ( 5) pandemics, epidemics or quarantine restrictions. For purposes of this section, " orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.

3. 3. 9. 3 Should a Force Majeure Event occur, the non- performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/ or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

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3. 3. 10 Laws and Regulations: Employee/ Labor Certification.

3. 3. 10. 1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/ OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

3. 3. 10. 2 Employment Eligibility: Consultant. Consultant certifies 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 and shall require all subconsultants and sub- subconsultants to comply with the same. Consultant certifies 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.

3. 3. 10. 3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3. 3. 10. 4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/ or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District ( SCAQMD) and/ or California Air Resources Board ( CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3. 3. 10. 5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City' s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U. S. C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant' s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

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3. 3. 10. 6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3. 3. 11 Insurance.

3. 3. 11. 1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3. 3. 11. 2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.

A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office " occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $ 2, 000, 000 per occurrence and no less than $ 4, 000, 000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions ( 1) limiting coverage for contractual liability; ( 2) excluding coverage for claims or suits by one insured against another cross- liability); ( 3) products/ completed operations liability; or ( 4) containing any other exclusion( s) contrary to the terms or purposes of this Agreement.

B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering Any Auto" ( Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $ 2, 000,000 combined limit for each occurrence.

C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer' s Liability Insurance with a limit of not less than $ 1, 000,000 per accident for bodily injury and disease.

D) Professional Liability ( Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant' s profession with limits of not less than $ 2, 000, 000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed ( for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims- made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five ( 5) years from termination or expiration of this Agreement.

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3. 3. 11. 3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:

A) Commercial General Liability: ( 1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not ( 1) be restricted to " ongoing operations"; ( 2) exclude contractual liability"; ( 3) restrict coverage to " sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 ( or endorsements providing the exact same coverage) to effectuate this requirement. ( 2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.

B) Automobile Liability: ( 1) Additional Insured: The City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vendor or for which the Vendor is responsible. ( 2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.

C) Professional Liability ( Errors & Omissions): 1) Cancellation:

Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium. ( 2) This insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. " Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must " pay on behalf of the insured and include a provision establishing the insurer' s duty to defend.

D) Workers' Compensation: ( 1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium. ( 2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

3. 3. 11. 4 Primary and Non- Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3. 3. 11. 5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications BB& K( 2023) 7- PROFESSIONAL SERVICES AGREEMENT
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Docusign Envelope ID: AC4E45C5- 4810- 44C6- 8ED4- C30C5D99E902 to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3. 3. 11. 6 Deductibles and Self- Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3. 3. 11. 7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen ( 15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten ( 10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3. 3. 11. 8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best' s rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3. 3. 11. 9 Enforcement of Agreement Provisions ( non estoppel).

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non- compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3. 3. 11. 10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

3. 3. 11. 11 Additional Insurance Provisions
A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.

B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled BB& K( 2023) 8- PROFESSIONAL SERVICES AGREEMENT
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Docusign Envelope ID: AC4E45C5- 4810- 4406- 8ED4- C30C5D99E902 and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.

C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project.

D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.

E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant' s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.

F) Consultant shall report to the City, in addition to Consultant' s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3. 3. 11. 12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant' s policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant' s policies. All policies of Commercial General Liability insurance provided by Consultant' s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant' s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3. 4 Labor Code Requirements.

3. 4. 1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (" Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on " public works" and " maintenance" projects. If the Services are being performed as part of an applicable " public works" or maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is 1, 000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services BB& K( 2023) 9- PROFESSIONAL SERVICES AGREEMENT
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Docusign Envelope ID: AC4E45C5- 4810- 4406- 8ED4- C30C5D99E902 available to interested parties upon request, and shall post copies at the Consultant' s principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777. 5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3. 4. 2 Registration/ DIR Compliance. If the Services are being performed on a public works project of over $ 25, 000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $ 15, 000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725. 5 and 1771. 1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (" DIR"). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.

3. 4. 3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant' s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant' s performance of services, including any delay, shall be Consultant' s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3. 4. 4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3. 5 Termination of Agreement.

3. 5. 1. 1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven ( 7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3. 5. 1. 2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen ( 15) days of the request.

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3. 5. 1. 3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3. 6 Indemnification.

3. 6. 1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City' s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant' s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney' s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3. 6. 2 If Consultant' s obligation to defend, indemnify, and/ or hold harmless arises out of Consultant' s performance as a " design professional" ( as that term is defined under Civil Code section 2782. 8), then, and only to the extent required by Civil Code section 2782. 8, which is fully incorporated herein, Consultant' s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant' s liability for such claim, including the cost to defend, shall not exceed the Consultant' s proportionate percentage of fault.

3. 7 General Provisions.

3. 7. 1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three ( 3) years from the date of final payment under this Agreement.

3. 7. 2 Independent Contractors and Subcontracting.

3. 7. 2. 1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750. 3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (" Subcontractor( s)") unless approved by the City as set forth in Section 3. 7. 2. 2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant' s behalf are Consultant' s employees, and that Consultant complies with all applicable laws, rules and regulations governing its BB& K( 2023) 11- PROFESSIONAL SERVICES AGREEMENT
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Docusign Envelope ID: AC4E45C5- 4810- 4406- 8ED4- C30C5D99E902 employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

3. 7. 2. 2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor's use of further independent contractors, subcontractors or subconsultants without the City's prior written consent.

3. 7. 3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: AppleOne, Inc.
16371 Beach Blvd., Suite 240
Huntington Beach, CA 92647
aovservices( cbappleone. com
ATTN: Rick H. Hagmann, Vice President, Operations &
Client Services
City: City of Ontario
303 East " B" Street
Ontario, CA 91764
ATTN: Angela C. Lopez, Executive Director Human
Resources/ Risk Management
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. 7. 4 Ownership of Materials and Confidentiality.

3. 7. 4. 1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement(" Documents & Data"). All Documents& Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City' s express written permission. Within thirty ( 30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant BB& K( 2023) 12- PROFESSIONAL SERVICES AGREEMENT
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Docusign Envelope ID: AC4E45C5- 4810- 4406- 8ED4- C30C5D99E902 shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen ( 15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3. 7. 4. 2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3. 7. 4. 3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City' s sole risk. If City uses or reuses the Documents& Data on any project other than this Project, it shall remove the Consultant' s seal from the Documents& Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re- use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3. 7. 4. 4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3. 7. 4. 5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City' s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

BB& K( 2023) 13- PROFESSIONAL SERVICES AGREEMENT
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3. 7. 4. 6 Confidential Information. The City shall refrain from releasing Consultant' s proprietary information (" Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

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

3. 7. 5 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. 7. 6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3. 7. 7 Attorneys' 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 attorneys' fees and all costs of such action.

3. 7. 8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/ or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seg. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/ or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3. 7. 9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3. 7. 10 City' s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3. 7. 11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3. 7. 12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this BB& K( 2023) 14- PROFESSIONAL SERVICES AGREEMENT
46700. 00100\ 40935195, 1

Docusign Envelope ID: AC4E45C5- 4810- 4406- 8ED4- C30C5D99E902 Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

Consultant shall not subcontract any portion of the Services 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.

3. 7. 13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3. 7. 14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3. 7. 15 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. 7. 16 No Third- Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3. 7. 17 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. 7. 18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City' s Filing Officer as required under state law in the performance of the 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. 7. 19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

BB& K( 2023) 15- PROFESSIONAL SERVICES AGREEMENT
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3. 7. 20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3. 7. 21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

SIGNATURES ON NEXT PAGE
BB& K( 2023) 16- PROFESSIONAL SERVICES AGREEMENT
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
AppleOne, Inc.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO AppleOne, Inc.

Approved By.

DocuSigned by: DocuSigned by:

Sco{ f (9-cuxBy: hwr 64
S G0—tll C Oa
DA9414EWE2474...

City
ll
Manager Its: President
Approved as to Form: Printed Name:

Brett Howroyd
DocuSigned by:

AAi6a
DocuSigned by:

Best est Krieger LLP By: 1NYD96A14Ci5DF64E7...

City Attorney CFO Its:

Printed Name:

Thai Ngo
Attested By.

FSigned by:
l.aud. ia . Istit,ll,
City er
BB& K( 2023) 17- PROFESSIONAL SERVICES AGREEMENT
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Docusign Envelope ID: AC4E45C5- 4810- 4406- 8ED4- C30C5D99E902 EXHIBIT " A"

SCOPE OF SERVICES
Consultant will work directly with the City to provide quality temporary personnel in a timely manner at the established rates. This action is consistent with the City Council' s goal to operate in a businesslike manner.

An Agreement or contract with the City does not guarantee Consultant will be selected to provide staffing services. There is no guaranteed volume of staff hours for the Agreement. The City' s Human Resources Department will coordinate all temporary staffing services for all City Departments. Following the selection of a temporary employee, the requesting department will work directly with Consultant for the duration of the individual' s assignment. Following placement, any modifications to an individual' s assignment, including replacements for terminated assignments, must be authorized by the Human Resources Department.

The City has an established merit- based recruitment system that provides every individual with fair consideration for any job for which they are skilled and qualified, regardless of their referral source. Eligible candidates will be placed on a valid " eligibility list" following recruitment open to the public. This is not a request for temp-to- hire or paid placement services. As such, the City reserves the right to hire any individual currently or previously placed with the City in a temporary employee capacity without an additional fee and/ or a requirement for the individual to work a minimum number of hours prior to being hired by the City. The City also reserves the right to reject any proposed assignment of any individual who is a current or inactive member of the California Public Employees Retirement System ( CaIPERS) or is a CaIPERS Retired Annuitant.

The City is committed to complying with all Department of Labor ( and all other applicable) laws and regulations.

Skill Categories
The City requirements for temporary staffing services may include but are not limited to the skill categories listed below. In addition, the titles of equivalent City of Ontario positions are listed for each subcategory for reference of the required skills only. Please refer to the City of Ontario' s webpage (www.ontarioca.gov) to review the position' s job description. Any temporary staff selected by the City will not be assigned to any of the City' s regular positions. Rather, temporary staff will be assigned to temporary positions and will be ineligible for membership in CaIPERS.

Clerical / Administrative / Office Staff
Accounting Technical (Accounting Technician, Accounts Payable Technician, Payroll Technician, Purchasing Assistant)
General Clerical ( Office Assistant, Office Specialist) Skilled Clerical / Administrative ( Administrative Assistant, Senior Administrative Assistant)
Customer Service Technical ( Customer Services Representative, Library Page, Museum Assistant)
Library Professional ( Librarian, Senior Librarian)
Information Technology
Information Technology Professional ( Database Analyst, Systems Analyst, Programmer) Information Technology Support (IT Specialist, IT Technician) BB& K( 2023) Exhibit" A"- 1 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

Docusign Envelope ID: AC4E45C5- 4810- 4406- 8ED4- C30C5D99E902 The City will specify the required qualifications for each requested assignment when contacting Consultant. Consultant will only forward applications from applicants who meet the minimum qualifications of the assignment.

Hourly Rates
A. The hourly rate will be provided by the City based on the current Salary Grade Table for the assigned job classification ( posted on the City' s website at www. ontarioca. gov). The hourly rate for temporary personnel is generally Step 1 of the current Salary Grade Table for the assigned job classification and will remain fixed at that rate for the duration of the assignment.

B. Consultant shall provide the bill rate ( mark- up rate) for each specific skill category.

Duration of Assignments
A. Assignments are temporary. As such temporary employees are not permitted to work more than 999 hours in any fiscal year period ( July 1 — June 30). Consultant will track hours worked and provide biweekly reports of hours worked to the City by temporary employee. This will include cumulative hours worked within the fiscal year regardless of if the individual has held multiple assignments at the City. Consultant is responsible to ensure all temporary assignments do not exceed the 999 hours limit within a fiscal year and may be held responsible for any financial consequences experienced by the City that result from a violation of this provision.

B. Temporary employees assigned to job classifications represented by the American Federation of State, County, and Municipal Employees ( AFSCME) labor relation will be limited to a 6- month assignment, not to exceed 999 hours in the fiscal year( July 1 — June 30).

C. Consultant will communicate the anticipated duration of the assignment with the temporary employee prior to placement.

Requests for Temporary Employees
A. As the need for temporary staffing arises, the City' s Human Resources Department will contact Consultant. The Human Resources Department will coordinate the selection of the temporary employee and provide Consultant with the name and contact information of the department representative. The City requests that the Consultant submit an assignment agreement that will abide by the percentage markup submitted by the Consultant in its cost proposal. Consultant may not contact or interact with a City Department directly without the prior approval of an authorized representative from the Human Resources Department.

Selection of Temporary Employees
A. Consultant shall provide placement and payroll services for temporary employees for City departments in a timely manner.

B. Consultant shall be responsible for the recruitment, screening, testing, interviewing, selection, reference checks, criminal background checks, and drug screening ( if requested) for temporary employees.

BB& K( 2023) Exhibit" A"- 2 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

Docusign Envelope ID: AC4E45C5- 4810- 4406- 8ED4- C30C5D99E902 C. Consultant shall assist the City in determining the CaIPERS status of a candidate for assignment to the City. Prior to making the recommendation for placement with the City, Consultant shall require all candidates interested in placement with the City to complete the form titled " CaIPERS Status Verification Form." The completed form must be provided to an authorized representative from the Human Resources Department for verification of CaIPERS membership. The City reserves the right to reject any proposed assignment of any individual that is a current or inactive member of the California Public Employees Retirement System ( CaIPERS) or is a CaIPERS Retired Annuitant.

D. The City reserves the right to interview recommended candidates by telephone or in person in order to select an individual candidate best suited for the assignment. Consultant shall be required to coordinate candidate interviews at times and locations that are convenient to the City.

Testing
A. Consultant shall ensure that each temporary employee assigned to the City meets the requirements for each position as requested.

B. If necessary, Consultant shall test applicable temporary employees on their proficiency with applicable software programs based on assignment requirements.

C. Consultant shall test for other applicable skills such as data entry and typing speed, filing, grammar, phone etiquette and customer service skills as appropriate.

Criminal Background Check
A. Consultant shall run a criminal background check for each temporary employee assigned to the City. The criminal background check may be administered through fingerprinting or records check at the Consultant' s discretion. Consultant shall confirm, in writing, once the criminal background check has been completed on the employee.

B. Consultant shall be responsible for screening temporary employees in accordance with City' s policies and shall not assign any temporary employee who is ineligible under such policies. Consultant shall provide an Attestation certifying as to a temporary employee' s eligibility, but in no event shall Consultant be required to provide City with the results of any background checks conducted pursuant to applicable legal requirements set forth in the Fair Credit and Reporting Act.

Drug Screenina
A. Consultant shall require a pre- placement drug screen for all temporary employees who will be in safety sensitive positions, such as operating heavy equipment. The City shall inform the Consultant if the temporary position is safety sensitive.

Timecards, Billing, and Invoicing
A. Each temporary employee is required to maintain a daily record of hours worked on their timecard. These timecards are to be approved by a City department designee and become the source of the invoicing.

BB& K( 2023) Exhibit" A"- 3 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

Docusign Envelope ID: AC4E45C5- 4810- 4406- 8ED4- C30C5D99E902 B. Consultant shall submit invoices on at least a monthly basis. Separate invoices are to be prepared for each City department utilizing temporary personnel services. All invoices shall be addressed to the City department requesting services.

C. Invoices shall indicate the full name of the temporary personnel, the title of the assigned classification, the hourly rate of pay for each assignment (as indicated in the assignment agreement), and the total billed amount for each assignment, which includes markup times the hours worked. Consultant shall be responsible for all payroll withholding requirements and shall provide any and all benefits required by law to each temporary personnel.

Temporary personnel shall remain the employee of the Consultant and shall not receive City benefits.

D. Invoicing payments shall be made within 30 days of receipt.

Temporary Employee Expectations
A. Each temporary employee will be expected to report to their City contact overseeing their assignment at the requested date and time. Temporary employees must notify the Consultant representative and City contact if they will be late or absent from work due to illness or for any other reason. Such notifications should be made as soon as practicable, preferably 30 minutes before the agreed- upon daily starting time. Excessive tardiness or absence will cause the termination of the temporary assignment. All work must be performed to the City' s satisfaction.

B. Questions regarding appropriate dress attire should be directed to the Consultant representative. Consultant may consult with the City department and/ or the Human Resources Department as needed.

C. Temporary employees are expected to follow the City of Ontario' s employment policies, procedures, and rules of conduct.

Consultant Reporting
A. Consultant shall provide an assignment agreement prior to placement that confirms the name of the applicant, position, pay rate, markup rate and start date.

B. Consultant shall provide monthly expenditure reports showing monthly and cumulative totals for the current fiscal year (July 1 to June 30) for all temporary staff assigned to the City-by- City department.

C. Consultant shall provide monthly personnel count reports listing total assigned temporary employees with their start dates, City department, current assignment title, pay rate, and bill rate.

D. Consultant shall provide biweekly reports of cumulative hours worked by employee within the fiscal year ( July 1- June 30).

E. Consultant shall be responsible for providing online processes, procedures, and tools for temporary employees to submit hours worked and for the City to verify attendance and approve timesheets.

F. Consultant shall administer and maintain all employment and payroll records for temporary personnel, process payroll, and distribute wages to employees on a regular basis.

BB& K( 2023) Exhibit" A"- 4 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

Docusign Envelope ID: AC4E45C5- 4810- 4406- 8ED4- C30C5D99E902 G. For temporary personnel assigned to an AFSCME labor relation position, the City is required to submit all invoices to the labor relation union for review.

H. Consultant shall provide copies of the invoices to the Human Resources/ Risk Management Agency to confirm hours correspond with hours work and that the 999- hour limit is not exceeded.

Removal from Approved List
A. Repeated failure to provide qualified temporary employees, in a timely manner, or other unsatisfactory performance will cause Consultant to be removed from the list of approved temporary staffing agencies.

B. Failure to provide requested reports, bill in compliance with contract terms, comply with hourly restrictions and assigned agreement will cause Consultant to be removed from the list of approved temporary staffing agencies.

BB& K( 2023) Exhibit" A"- 5 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

Docusign Envelope ID: AC4E45C5- 4810- 4406- 8ED4- C30C5D99E902 EXHIBIT " B"

SCHEDULE OF SERVICES
City will engage Consultant to render such professional services for temporary staffing services for the City on an as- needed basis as set forth in this Agreement.

BB& K( 2023) Exhibit" B"- 1 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

Docusign Envelope ID: AC4E45C5- 4810- 4406- 8ED4- C30C5D99E902 EXHIBIT " C"

COMPENSATION
The table below displays the mark- up rates charged by temporary staffing agencies for different skill categories. These rates will remain fixed for the duration of the Agreements.

Clerical/ Admin. Information Technology
Office Staff
AppleOne, Inc. 48% 55%
BB& K( 2023) 1 PROFESSIONAL SERVICES AGREEMENT
46700. 00100\ 40935195. 1

DocuSign
Certificate Of Completion
Envelope Id: AC4E45C5481044C68ED4C3005D99E902 Status: Completed Subject: Complete with DocuSign: City of Ontario- Professional Services Agreement, AppleOne Source Envelope:

Document Pages: 42 Signatures: 8 Envelope Originator:

Certificate Pages: 6 Initials: 0 Karina Gonsalez
AutoNav: Enabled 303 E B St
Envelopeld Stamping: Enabled Ontario, CA 91764
Time Zone:( UTC- 08: 00) Pacific Time( US& Canada) kgonsalez@ontarioca. gov IP Address: 207. 114. 204. 222
Record Tracking
Status: Original Holder: Karina Gonsalez Location: DocuSign 9/ 2/ 2024 8: 02: 25 PM kgonsalez@ontarioca. gov
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: Carahsoft OBO City of Ontario Location: DocuSign Signer Events Signature Timestamp
Reed Sigler by: Sent: 9/ 2/ 2024 8: 31: 56 PM
rsigler@ontarioca. gov
ESI,",d
J i v Viewed: 9/ 3/2024 10:20: 15 AM
Security Level: Email, Account Authentication
236Ao1498A3446E
Signed: 9/ 3/ 2024 10: 20: 21 AM
None)
Signature Adoption: Pre- selected Style
Using IP Address: 207. 114. 204. 222
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Angela C. Lopez D Sig d by: Sent: 9/ 3/ 2024 10: 20: 25 AM aclopez@ontarioca. gov E
u" L C' N" Viewed: 9/ 3/ 2024 4: 27: 02 PM
Securit Level: Email Account Authentication
5893E8D2DCC94E6
Y
Signed: g9/ 3/ 2024 4: 27: 44 PM
None)
Signature Adoption: Pre- selected Style
Using IP Address: 4. 42. 180. 2
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Kristel Ralph Completed Sent: 9/ 3/ 2024 4:27: 51 PM
KRalph@ontarioca. gov Viewed: 9/ 3/ 2024 4: 28: 19 PM
Signing Group: Risk Management Signed: 9/ 3/ 2024 4: 28: 30 PM Security Level: Email, Account Authentication Using IP Address: 4. 42. 180. 2 None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Brett Howroyd by: Sent: 9/ 3/ 2024 4: 28: 35 PM
BWHowroyd@ain1. com
ED—Si," ed
vt hwr64 Viewed: 9/ 3/ 2024 5: 11: 56 PM
President
DA9414EBABE2474
Signed: 9/ 4/ 2024 7: 54: 46 AM
Howroyd- Wright Employment Agency, Inc. dba
AppleOne Employment Services
Signature Adoption: Pre- selected Style
Using IP Address: 76. 174. 248. 88
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:

Accepted: 9/ 3/ 2024 5: 11: 56 PM
ID: d2e21492- 0569- 466e- b771- 0a26b150954a

Signer Events Signature Timestamp
Thai Ngo Elvw.

DOCUSlgned by: Sent: 9/ 4/ 2024 7: 54: 49 AM
tngo@ain1. com my Viewed: 9/ 4/ 2024 11: 31: 39 AM
CFO
D9BA14C15DF64Ez_
Signed: 9/ 4/ 2024 11: 31: 52 AM
AppleOne Inc.

Security Level: Email, Account Authentication
Signature Adoption: Pre- selected Style
None) Using IP Address: 104. 63. 153. 164
Electronic Record and Signature Disclosure:

Accepted: 9/ 4/2024 11: 31: 39 AM
ID: 6525f35d- 99f9- 4cb8- 97a 1- 1 b084aa62fdf
Ryan Guiboa by: Sent: 9/ 4/ 2024 2: 11: 40 PM
ryan. guiboa@bbklaw. com aln, ltitl96a. Viewed: 9/ 9/ 2024 9: 46: 26 AM Signing Group: Best Best& Krieger
E
D- Signed
5Fe6A5D8E2o4E7...
9 9 P 9 Signed: 9 9/ 9/ 2024 9:47: 59 AM
Security Level: Email, Account Authentication
None) Signature Adoption: Pre- selected Style
Using IP Address: 74. 116. 243. 2
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Scott Ochoa by: Sent: 9/ 9/ 2024 9: 48: 03 AM
SOchoa@ontarioca. gov
ED—Sig", d
off 0-66, Viewed: 9/ 9/ 2024 9: 55: 27 AM
943ADB3C46DD448...

City Manager Signed: 9/ 9/ 2024 9: 55: 36 AM
City of Ontario
Signing Group: City Manager
Signature Adoption: Pre- selected Style
Using IP Address: 4. 42. 180. 2
Security Level: Email, Account Authentication
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Electronic Record and Signature Disclosure:

Accepted: 8/ 4/ 2023 11: 56: 01 AM
ID: 10802c31- b229- 4062- 97d5- 9867a935bb5a
Claudia Y. Isbell Sent: 9/ 9/ 2024 9: 55: 41 AM
recordsmanagement@ontarioca. gov
ESi,", d by:
a Viewed: 9/ 9/ 2024 11: 54: 31 AM
Security Level: Email, Account Authentication
898F9F55A8794ED
Signed: 9/ 9/ 2024 11: 55: 50 AM
None)
Signature Adoption: Pre- selected Style
Using IP Address: 4. 42. 180. 2
Electronic Record and Signature Disclosure:

Accepted: 9/ 9/ 2024 11: 54: 31 AM
ID: 1 f5f242c-d8be-48a0-8a84-f2b4bf00af40
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Vanny Khu
VIEWED
Sent: 9/ 4/ 2024 11: 31: 55 AM
VKhu@ontarioca. gov
Viewed: 9/ 4/ 2024 2: 11: 43 PM
Signing Group: City Manager' s Office
Completed: 9/ 4/ 2024 2: 11: 39 PM
Security Level: Email, Account Authentication Using IP Address: 172. 56. 241. 87 None) Completed using mobile
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Not Offered via DocuSign
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Carbon Copy Events Status Timestamp
Amanda A. Elias Sent: 9/ 2/ 2024 8: 31: 56 PM
ael ias@ontarioca. gov ED
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None)
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Adam Vazquez Sent: 9/ 3/ 2024 4: 27: 47 PM
AVazquez@ontarioca. gov
Adrian Pelayo
APelayo@ontarioca. gov
Maria Cuarezma
MCuarezma@ontarioca. gov
Allysa Santos
ASantos@ontarioca. gov
Michelle Aguirre
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Signing Group: Purchasing
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AngelicaMoraT* Sent: 9/ 3/ 2024 4: 28: 33 PM
amora@ontarioca. gov Pi E Resent: 9/ 9/ 2024 11: 56: 09 AM Karina Gonsalez
kgonsalez@ontarioca. gov
CEO
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Envelope Sent Hashed/ Encrypted 9/ 2/ 2024 8: 31: 56 PM Envelope Updated Security Checked 9/ 4/ 2024 2: 11: 39 PM Envelope Updated Security Checked 9/ 4/ 2024 2: 11: 39 PM Certified Delivered Security Checked 9/ 9/ 2024 11: 54: 31 AM Signing Complete Security Checked 9/ 9/ 2024 11: 55: 50 AM Completed Security Checked 9/ 9/ 2024 11: 55: 50 AM
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Electronic Record and Signature Disclosure

Electronic Record and Signature Disclosure created on: 3/ 23/ 2023 12: 54: 00 PM Parties agreed to: Brett Howroyd, Thai Ngo, Scott Ochoa, Claudia Y. Isbell

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Carahsoft OBO City of Ontario ( we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure ( ERSD), please confirm your agreement by selecting the check-box next to ` I agree to use electronic records and signatures' before clicking ` CONTINUE' within the DocuSign system.

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Docusign Envelope ID: AC4E45C5- 4810- 44C6- 8ED4- C30C5D99E902

CITY OF ONTARIO UPPLIER CONTRACT
w; V7" k' A, tl REVENUE CONTRACT
ONTAWIOAGREEMENT/ CONTRACT CHECK LIST 7 llullill al'' IIII IIIII' COIN 1111I112, A(17"

REQUEST FOR APPROVAL
Entity Name AppleOne, Inc.

Entity Type Supplier
Agreement/ Contract Type Professional Services Agreement Term start:

September 1, 2024
End:

August 31, 2027
DESCRIBE SCOPE OF SERVICES: As Needed Temporary Staffing Services VALUE: Amount:

Budget Check
Over
Ap
00 requires City
Councilcil Approval/ Acceptance NTE $700, 000
WORKDAY WORKTAGS:

Spend/ Revenue Category: Cost Center:

Include Reference ID and Other Professional Services Varies ( Citywide) Description for Spend/ Revenue
Category- If more than one of Fund: Additional Worktags:
each o please add a
breakdown on on separate page Varies (Citywide)
REQUIRED DOCUMENTS I Contract
IF APPLICABLE):
cityy Council Agenda Report p Council date, if applicable 11/ 21/ 2023 Attach applicable documents
and/ or reference requested Recap Worksheet (For Supplier Amendments prior toFV23- 24) information: BOLD items are
required for every Contract/ RFP/ Bid Invitation No. 1615 ( PlanetBids Summary, Proposals/ Bid Documents, DIR registration verification) Agreement Approval
Request for Non- Competitive Process( only valid up to$ 150, 000) Competitive Procurement Insurance ( Certificates require Risk Mgmt. approval. If waived, attach email) Bld Bonds ( All require Risk Mgmt. approval. If waived, attach email) F Business License#: 12405669 Exp: 8/ 31/ 2025 ( If waived, attach email) Conflict of Interest
COI requires prior Records Mgmt. approval. If waived, attach email.) Senate Bill 1439
See requirements on the form)
I. T. Hardware/ Software( Attach IT approval email)
R W- 9 (send to entity)
E] BB& K Approval (If taking exceptions to template or using supplier's agreement) SPECIAL INSTRUCTIONS:

CONTACT PERSON: Amanda Elias
Ext:
2439
DEPARTMENT HEAD Reed Sigler, Departmental Administrators S; APPROVAL:

A300fiF
AGENCY HEAD APPROVAL: Angela C. Lopez, Executive Director kuv tlc t
Department acknowledges understanding and acceptance of the proposal including all terms and conditions.

APPROVED BY FINANCE: d 9/ 2/ 2024
Finance approved form Revised 8/ 1/ 2023

DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 AI,
C I T Y O F 0 T A R I O
303 EAST B STREET ONTARIO, CALIFORNIA 917b4 r
909) 395- 2000 FAX( 909) 395- 2070 OnfarioCA. 9ov
iNCpapONWAS
PAUL S. LEON SHEILA MAUTZ

MAYOR CITY CLERK

DEBRA PORADA
MAYOR PRO TEM JAMES R. MILHISER

TREASURER
ALAN D. WAPNER
JIM W. BOWMAN

RUBEN VALENCIA SCOTT OCHOA

COUNCIL MEMBERS CITY MANAGER

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered as of
11/ 21/ 2023
by and between the City of
Ontario, a municipal corporation organized under the laws of the State of California with its principal place of business at 303 East "B" Street, Ontario, California 91764-4196, County of San Bernardino, State of California (" City") and Resource Logistics, Inc., a Corporation, with its principal place of business at 39 Milltown Road, East Brunswick, NJ 08816 are sometimes individually referred to herein as " Party" and collectively as " Parties."

2. RECITALS.

2. 1 Consultant.

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

Consultant represents that it is experienced in providing temporary staffing services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2. 2 Project.

City desires to engage Consultant to render such professional services for temporary staffing services for the City on an as- needed basis (" Project") as set forth in this Agreement.

3. TERMS.

3. 1 Scope of Services and Term.

3. 1. 1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional temporary staffing consulting services necessary for the Project (" Services"). The Services are more particularly described in Exhibit A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

BB& K( 2023) Exhibit" C"- 1 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4

3. 1. 2 Term. The term of this Agreement shall be from June 1, 2024 to June 1, 2027, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two ( 2) additional oneyear terms, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines.

The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3. 2 Compensation.

3. 2. 1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit " C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Seven Hundred Thousand Dollars and Zero Cents ($ 700, 000) without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3. 2. 2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non- disputed and approved charges. If the City disputes any of Consultant' s fees, the City shall give written notice to Consultant within thirty ( 30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3. 2. 3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3. 2. 4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, " Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

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

3. 3 Responsibilities of Consultant.

3. 3. 1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant' s exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in BB& K( 2023) 2- PROFESSIONAL SERVICES AGREEMENT
46700. 00100\ 40935195. 1

DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 connection with their performance of Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3. 3. 2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit " B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3. 3. 3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3. 3. 4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows:

Deepak Arora, COO/ Director.

3. 3. 5 City' s Representative. The City hereby designates Angela C. Lopez, Executive Director Human Resources/ Risk Management, or his/ her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement.

The City Manager shall be authorized to act on City' s behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant' s total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/ her designee.

3. 3. 6 Consultant' s Representative. Consultant hereby designates Deepak Arora, COO/ Director, or his/ her designee, to act as its representative for the performance of this Agreement (" Consultant' s Representative"). Consultant' s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant' s Representative shall supervise and direct the Services, using his/ her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3. 3. 7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3. 3. 8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of BB& K( 2023) 3- PROFESSIONAL SERVICES AGREEMENT
46700. 00100\ 40935195. 1

DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant' s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project.

3. 3. 9 Period of Performance.

3. 3. 9. 1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3. 1. 2 above (" Performance Time"). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits" A" or" B" attached hereto, or which may be separately agreed upon in writing by the City and Consultant (" Performance Milestones"). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/ or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3. 3. 9. 2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party' s performance and is one or more of the following: ( 1) Acts of God or other natural disasters; ( 2) terrorism or other acts of a public enemy; (3) orders of governmental authorities( including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); ( 4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and ( 5) pandemics, epidemics or quarantine restrictions. For purposes of this section, " orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.

3. 3. 9. 3 Should a Force Majeure Event occur, the non- performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/ or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

BB& K( 2023) 4- PROFESSIONAL SERVICES AGREEMENT
46700. 00100\ 40935195. 1

DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4

3. 3. 10 Laws and Regulations; Employee/ Labor Certification.

3. 3. 10. 1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/ OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

3. 3. 10. 2 Employment Eligibility; Consultant. Consultant certifies 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 and shall require all subconsultants and sub- subconsultants to comply with the same. Consultant certifies 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.

3. 3. 10. 3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City' s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3. 3. 10. 4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/ or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District ( SCAQMD) and/ or California Air Resources Board ( CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3. 3. 10. 5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City' s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act ( 33 U. S. C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant' s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

BB& K( 2023) 5- PROFESSIONAL SERVICES AGREEMENT
46700. 00100\ 40935195. 1

DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4

3. 3. 10. 6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3. 3. 11 Insurance.

3. 3. 11. 1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3. 3. 11. 2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.

A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office " occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $ 2, 000, 000 per occurrence and no less than $ 4, 000, 000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions ( 1) limiting coverage for contractual liability; ( 2) excluding coverage for claims or suits by one insured against another cross- liability); ( 3) products/ completed operations liability; or ( 4) containing any other exclusion( s) contrary to the terms or purposes of this Agreement.

B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering Any Auto" ( Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $ 2, 000, 000 combined limit for each occurrence.

C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer' s Liability Insurance with a limit of not less than $ 1, 000,000 per accident for bodily injury and disease.

D) Professional Liability ( Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant' s profession with limits of not less than $ 2, 000, 000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed ( for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims- made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five ( 5) years from termination or expiration of this Agreement.

BB& K( 2023) 6- PROFESSIONAL SERVICES AGREEMENT
46700. 00100\ 40935195. 1

DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4

3. 3. 11. 3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:

A) Commercial General Liability: ( 1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not ( 1) be restricted to " ongoing operations"; ( 2) exclude contractual liability"; ( 3) restrict coverage to " sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 ( or endorsements providing the exact same coverage) to effectuate this requirement. ( 2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.

B) Automobile Liability: ( 1) Additional Insured: The City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vendor or for which the Vendor is responsible. ( 2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.

C) Professional Liability ( Errors & Omissions): 1) Cancellation:

Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium. ( 2) This insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. " Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must " pay on behalf of the insured and include a provision establishing the insurer's duty to defend.

D) Workers' Compensation: ( 1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium. ( 2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

3. 3. 11. 4 Primary and Non- Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3. 3. 11. 5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications BB& K( 2023) 7- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3. 3. 11. 6 Deductibles and Self- Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3. 3. 11. 7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen ( 15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten ( 10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3. 3. 11. 8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best' s rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3. 3. 11. 9 Enforcement of Agreement Provisions ( non estoppel).

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non- compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3. 3. 11. 10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

3. 3. 11. 11 Additional Insurance Provisions
A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.

B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled BB& K( 2023) 8- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.

C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project.

D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.

E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant' s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.

F) Consultant shall report to the City, in addition to Consultant' s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3. 3. 11. 12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant' s policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant' s policies. All policies of Commercial General Liability insurance provided by Consultant' s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant' s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3. 4 Labor Code Requirements.

3. 4. 1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (" Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on " public works" and " maintenance" projects. If the Services are being performed as part of an applicable " public works" or maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is 1, 000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services BB& K( 2023) 9- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 available to interested parties upon request, and shall post copies at the Consultant' s principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777. 5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3. 4. 2 Registration/ DIR Compliance. If the Services are being performed on a public works project of over $ 25, 000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $ 15, 000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725. 5 and 1771. 1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (" DIR"). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.

3. 4. 3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant' s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant' s performance of services, including any delay, shall be Consultant' s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3. 4. 4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3. 5 Termination of Agreement.

3. 5. 1. 1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven ( 7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3. 5. 1. 2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen ( 15) days of the request.

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3. 5. 1. 3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3. 6 Indemnification.

3. 6. 1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City' s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant' s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney' s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant' s obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3. 6. 2 If Consultant' s obligation to defend, indemnify, and/ or hold harmless arises out of Consultant' s performance as a " design professional" ( as that term is defined under Civil Code section 2782. 8), then, and only to the extent required by Civil Code section 2782. 8, which is fully incorporated herein, Consultant' s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant' s liability for such claim, including the cost to defend, shall not exceed the Consultant' s proportionate percentage of fault.

3. 7 General Provisions.

3. 7. 1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three ( 3) years from the date of final payment under this Agreement.

3. 7. 2 Independent Contractors and Subcontracting_

3. 7. 2. 1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750. 3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (" Subcontractor( s)") unless approved by the City as set forth in Section 3. 7. 2. 2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant' s behalf are Consultant' s employees, and that Consultant complies with all applicable laws, rules and regulations governing its BB& K( 2023) 11- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

3. 7. 2. 2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor' s use of further independent contractors, subcontractors or subconsultants without the City' s prior written consent.

3. 7. 3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: Resource Logistics, Inc.
39 Milltown Road
East Brunswick, NJ 08816
ATTN: Deepak Arora, COO/ Director
City: City of Ontario
303 East " B" Street
Ontario, CA 91764
ATTN: Angela C. Lopez, Executive Director Human
Resources/ Risk Management
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. 7. 4 Ownership of Materials and Confidentiality.

3. 7. 4. 1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement(" Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City' s express written permission. Within thirty( 30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of BB& K( 2023) 12- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen ( 15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3. 7. 4. 2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3. 7. 4. 3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City' s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant' s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re- use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3. 7. 4. 4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3. 7. 4. 5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City' s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

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3. 7. 4. 6 Confidential Information. The City shall refrain from releasing Consultant' s proprietary information (" Proprietary Information") unless the City' s legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

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

3. 7. 5 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. 7. 6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3. 7. 7 Attorneys' 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 attorneys' fees and all costs of such action.

3. 7. 8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/ or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seg. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/ or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3. 7. 9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3. 7. 10 City' s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3. 7. 11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3. 7. 12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this BB& K( 2023) 14- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

Consultant shall not subcontract any portion of the Services 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.

3. 7. 13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3. 7. 14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3. 7. 15 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. 7. 16 No Third- Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3. 7. 17 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. 7. 18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City' s Filing Officer as required under state law in the performance of the 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. 7. 19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

BB& K( 2023) 15- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4

3. 7. 20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3. 7. 21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

SIGNATURES ON NEXT PAGE
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
Resources Logistics, Inc.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO Resource Logistics, Inc.

Approved By:

FD— by:: FDocuSigned by: Sign, d
66 f (Toa. c fA arwx
By:

Scott c oa
SP
City Manager Its:
coo
Approved as to Form: Printed Name:

Deepak Arora
ZD— Signed by:

Fr , DocuSigned by:

Best Best & Krieger LLP By. vi a lour
City Attorney coo Its:

Printed Name:

Priya Iyer
Attested By:

Signed by: If Corporation, TWO SIGNATURES,
F
D: ,,-
q ( SWL President OR Vice President AND Secretary
City ler
OR Treasurer REQUIRED]
BB& K( 2023) 17- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 EXHIBIT " A"

SCOPE OF SERVICES

PROPOSED SCOPE OF SERVICES
Consultant will work directly with the City to provide quality temporary personnel in a timely manner at the established rates. This action is consistent with the City Council' s goal to operate in a businesslike manner.

An Agreement or contract with the City does not guarantee Consultant will be selected to provide staffing services. There is no guaranteed volume of staff hours for the Agreement. The City's Human Resources Department will coordinate all temporary staffing services for all City Departments. Following the selection of a temporary employee, the requesting department will work directly with Consultant for the duration of the individual' s assignment. Following placement, any modifications to an individual' s assignment, including replacements for terminated assignments, must be authorized by the Human Resources Department.

The City has an established merit- based recruitment system that provides every individual with fair consideration for any job for which they are skilled and qualified, regardless of their referral source. Eligible candidates will be placed on a valid " eligibility list" following recruitment open to the public. This is not a request for temp-to- hire or paid placement services. As such, the City reserves the right to hire any individual currently or previously placed with the City in a temporary employee capacity without an additional fee and/ or a requirement for the individual to work a minimum number of hours prior to being hired by the City. The City also reserves the right to reject any proposed assignment of any individual who is a current or inactive member of the California Public Employees Retirement System ( CaIPERS) or is a CaIPERS Retired Annuitant.

The City is committed to complying with all Department of Labor ( and all other applicable) laws and regulations.

Skill Categories
The City requirements for temporary staffing services may include but are not limited to the skill categories listed below. In addition, the titles of equivalent City of Ontario positions are listed for each subcategory for reference of the required skills only. Please refer to the City of Ontario' s webpage (www.ontarioca. gov) to review the position' s job description. Any temporary staff selected by the City will not be assigned to any of the City' s regular positions. Rather, temporary staff will be assigned to temporary positions and will be ineligible for membership in CaIPERS.

Clerical / Administrative / Office Staff
Accounting Technical ( Accounting Technician, Accounts Payable Technician, Payroll Technician, Purchasing Assistant)
General Clerical ( Office Assistant, Office Specialist) Skilled Clerical / Administrative ( Administrative Assistant, Senior Administrative Assistant)
Customer Service Technical ( Customer Services Representative, Library Page, Museum Assistant)
Library Professional ( Librarian, Senior Librarian)
BB& K( 2023) Exhibit" A"- 1 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 Information Technology
Information Technology Professional ( Database Analyst, Systems Analyst, Programmer) Information Technology Support ( IT Specialist, IT Technician) Light Industrial
Maintenance Worker
Custodial ( Janitor)
Integrated Waste Collector
The City will specify the required qualifications for each requested assignment when contacting Consultant. Consultant will only forward applications from applicants who meet the minimum qualifications of the assignment.

Hourly Rates
A. The hourly rate will be provided by the City based on the current Salary Grade Table for the assigned job classification ( posted on the City' s website at www. ontarioca. gov). The hourly rate for temporary personnel is generally Step 1 of the current Salary Grade Table for the assigned job classification and will remain fixed at that rate for the duration of the assignment.

B. Consultant shall provide the bill rate ( mark- up rate) for each specific skill category.

Duration of Assignments
A. Assignments are temporary. As such temporary employees are not permitted to work more than 999 hours in any fiscal year period ( July 1 — June 30). Consultant will track hours worked and provide biweekly reports of hours worked to the City by temporary employee. This will include cumulative hours worked within the fiscal year regardless of if the individual has held multiple assignments at the City. Consultant is responsible to ensure all temporary assignments do not exceed the 999 hours limit within a fiscal year and may be held responsible for any financial consequences experienced by the City that result from a violation of this provision.

B. Temporary employees assigned to job classifications represented by the American Federation of State, County, and Municipal Employees ( AFSCME) labor relation will be limited to a 6- month assignment, not to exceed 999 hours in the fiscal year ( July 1 — June 30).

C. Consultant will communicate the anticipated duration of the assignment with the temporary employee prior to placement.

BB& K( 2023) Exhibit" A"- 2 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 Requests for Temporary Employees
A. As the need for temporary staffing arises, the City' s Human Resources Department will contact Consultant. The Human Resources Department will coordinate the selection of the temporary employee and provide Consultant with the name and contact information of the department representative. The City requests that the Consultant submit an assignment agreement that will abide by the percentage markup submitted by the Consultant in its cost proposal. Consultant may not contact or interact with a City Department directly without the prior approval of an authorized representative from the Human Resources Department.

Selection of Temporary Employees
A. Consultant shall provide placement and payroll services for temporary employees for City departments in a timely manner.

B. Consultant shall be responsible for the recruitment, screening, testing, interviewing, selection, reference checks, criminal background checks, and drug screening ( if requested) for temporary employees.

C. Consultant shall assist the City in determining the CaIPERS status of a candidate for assignment to the City. Prior to making the recommendation for placement with the City, Consultant shall require all candidates interested in placement with the City to complete the form titled " CaIPERS Status Verification Form." The completed form must be provided to an authorized representative from the Human Resources Department for verification of CaIPERS membership. The City reserves the right to reject any proposed assignment of any individual that is a current or inactive member of the California Public Employees Retirement System ( CaIPERS) or is a CaIPERS Retired Annuitant.

D. The City reserves the right to interview recommended candidates by telephone or in person in order to select an individual candidate best suited for the assignment. Consultant shall be required to coordinate candidate interviews at times and locations that are convenient to the City.

Testing
A. Consultant shall ensure that each temporary employee assigned to the City meets the requirements for each position as requested.

B. If necessary, Consultant shall test applicable temporary employees on their proficiency with applicable software programs based on assignment requirements.

C. Consultant shall test for other applicable skills such as data entry and typing speed, filing, grammar, phone etiquette and customer service skills as appropriate.

BB& K( 2023) Exhibit" A"- 3 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 Criminal Background Check
A. Consultant shall run a criminal background check for each temporary employee assigned to the City. The criminal background check may be administered through fingerprinting or records check at the Consultant' s discretion. Consultant shall confirm, in writing, once the criminal background check has been completed on the employee.

B. Consultant shall be responsible for notifying the City, in writing, of any misdemeanor or felony convictions that are reported on applicant' s background check. The City shall adhere to the Public Resources Code 5164 for all classifications/ positions and make an individualized assessment of the conviction( s) to the nexus to the position.

Drug Screening
A. Consultant shall require a pre- placement drug screen for all temporary employees who will be in safety sensitive positions, such as operating heavy equipment. The City shall inform the Consultant if the temporary position is safety sensitive.

Timecards, Billing, and Invoicing
A. Each temporary employee is required to maintain a daily record of hours worked on their timecard. These timecards are to be approved by a City department designee and become the source of the invoicing.

B. Consultant shall submit invoices on at least a monthly basis. Separate invoices are to be prepared for each City department utilizing temporary personnel services. All invoices shall be addressed to the City department requesting services.

C. Invoices shall indicate the full name of the temporary personnel, the title of the assigned classification, the hourly rate of pay for each assignment ( as indicated in the assignment agreement), and the total billed amount for each assignment, which includes markup times the hours worked. Consultant shall be responsible for all payroll withholding requirements and shall provide any and all benefits required by law to each temporary personnel.

Temporary personnel shall remain the employee of the Consultant and shall not receive City benefits.

D. Invoicing payments shall be made within 30 days of receipt.

Temporary Employee Expectations
A. Each temporary employee will be expected to report to their City contact overseeing their assignment at the requested date and time. Temporary employees must notify the Consultant representative and City contact if they will be late or absent from work due to illness or for any other reason. Such notifications should be made as soon as practicable, preferably 30 minutes before the agreed- upon daily starting time. Excessive tardiness or absence will cause the termination of the temporary assignment. All work must be performed to the City' s satisfaction.

B. Questions regarding appropriate dress attire should be directed to the Consultant representative. Consultant may consult with the City department and/or the Human Resources Department as needed.

C. Temporary employees are expected to follow the City of Ontario' s employment policies, procedures, and rules of conduct.

BB& K( 2023) Exhibit" A"- 4 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 Consultant Reporting
A. Consultant shall provide an assignment agreement prior to placement that confirms the name of the applicant, position, pay rate, markup rate and start date.

B. Consultant shall provide monthly expenditure reports showing monthly and cumulative totals for the current fiscal year ( July 1 to June 30) for all temporary staff assigned to the City- by- City department.

C. Consultant shall provide monthly personnel count reports listing total assigned temporary employees with their start dates, City department, current assignment title, pay rate, and bill rate.

D. Consultant shall provide biweekly reports of cumulative hours worked by employee within the fiscal year (July 1- June 30).

E. Consultant shall be responsible for providing online processes, procedures, and tools for temporary employees to submit hours worked and for the City to verify attendance and approve timesheets.

F. Consultant shall administer and maintain all employment and payroll records for temporary personnel, process payroll, and distribute wages to employees on a regular basis.

G. For temporary personnel assigned to an AFSCME labor relation position, the City is required to submit all invoices to the labor relation union for review.

H. Consultant shall provide copies of the invoices to the Human Resources/ Risk Management Agency to confirm hours correspond with hours work and that the 999- hour limit is not exceeded.

Removal from Approved List
A. Repeated failure to provide qualified temporary employees, in a timely manner, or other unsatisfactory performance will cause Consultant to be removed from the list of approved temporary staffing agencies.

B. Failure to provide requested reports, bill in compliance with contract terms, comply with hourly restrictions and assigned agreement will cause Consultant to be removed from the list of approved temporary staffing agencies.

BB& K( 2023) Exhibit" A"- 5 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 EXHIBIT " B"

SCHEDULE OF SERVICES
City will engage Consultant to render such professional services for temporary staffing services for the City on an as- needed basis as set forth in this Agreement.

BB& K( 2023) Exhibit" B"- 1 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 EXHIBIT " C"

COMPENSATION
The table below displays the mark- up rates charged by Resource Logistics, Inc. for different skill categories. These rates will remain fixed for the duration of the Agreement.

Clerical/ Admin. Office Staff Information Technology
Resource Logistics, Inc. 32% 38%
BB& K( 2023) Exhibit" C- 1 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign
Certificate Of Completion
Envelope Id: 156E814D5CB247009E27ADE76155CFC4 Status: Completed Subject: Complete with DocuSign: City of Ontario- Resource Logistics, Professional Services Agreement Source Envelope:

Document Pages: 62 Signatures: 9 Envelope Originator:

Certificate Pages: 6 Initials: 0 Karina Gonsalez
AutoNav: Enabled 303 E B St
Envelopeld Stamping: Enabled Ontario, CA 91764
Time Zone:( UTC- 08: 00) Pacific Time( US& Canada) kgonsalez@ontarioca. gov IP Address: 4. 42. 180. 2
Record Tracking
Status: Original Holder: Karina Gonsalez Location: DocuSign 5/ 13/ 2024 3: 12: 04 PM kgonsalez@ontarioca. gov
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: Carahsoft OBO City of Ontario Location: DocuSign Signer Events Signature Timestamp
Reed Sigler Ell— Si," edbY: Sent: 5/ 13/ 2024 3: 25: 23 PM rsigler@ontarioca. gov d Viewed: 5/ 13/ 2024 3:32:40 P M Security Level: Em it, Account Authentication 236Ao1498A3446FSigned: 5/ 13/ 2024 33307 PM None)
Signature Adoption: Pre- selected Style
Using IP Address: 207. 114. 204. 222
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Angela C. Lopez D Sig d by: Sent: 5/ 13/ 2024 3: 33: 10 PM aclopez@ontarioca. gov E
u" L C' N" Viewed: 5/ 14/ 2024 10: 26: 37 AM
Securit Level: Email Account Authentication
5893E8D2DCC94E6
Y
Signed: g5/ 14/ 2024 10: 27: 05 AM
None)
Signature Adoption: Pre- selected Style
Using IP Address: 4. 42. 180. 2
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Oscar Avila Completed Sent: 5/ 14/ 2024 10: 27: 11 AM
OAvila@ontarioca. gov Viewed: 5/ 14/ 2024 11: 11: 55 AM Signing Group: Risk Management Signed: 5/ 14/ 2024 11: 13: 16 AM Security Level: Email, Account Authentication Using IP Address: 4. 42. 180. 2 None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Angelica Mora
DocuSigned
Sent: 5/ 14/ 2024 11: 13: 19 AM
amora@ontarioca. gov 0 Viewed: 5/ 20/ 2024 4: 51: 54 PM Purchasin 9Manager Mana E6CF7F522o15E417_ Signed: 95/ 20/ 2024 4: 52: 04 PM Security Level: Email, Account Authentication
None) Signature Adoption: Uploaded Signature Image
Using IP Address: 4. 42. 180. 2
Electronic Record and Signature Disclosure:

Not Offered via DocuSign

Signer Events Signature Timestamp
Deepak Arora
E11 c Signed by: Sent: 5/ 20/ 2024 4: 52: 09 PM
deepak@resource- logistics.com
t c pad QrbVa Viewed: 5/ 21/ 2024 7: 57: 55 AM
COO
602F801E8CA64E4
Signed: 5/ 21/ 2024 8: 32: 28 AM
Resource Logistics, Inc
Security Level: Email, Account Authentication
Signature Adoption: Pre- selected Style
None) Using IP Address: 122. 161. 49. 183
Electronic Record and Signature Disclosure:

Accepted: 5/ 21/ 2024 7: 57: 55 AM
ID: fca7de41- f3c1- 4ed6- 9cce- 2a62e79668b1
Priya Iyer by: Sent: 5/ 21/ 2024 8: 32: 32 AM
priya@resource- logistics. com
ED—Sig" ed
VtUa W Viewed: 5/ 21/ 2024 10: 53: 07 AM
COO
2o4F6FD 4C9E4BD..

Signed: 5/21/ 2024 10: 54:45 AM
Resource Logistics Inc.

Security Level: Email, Account Authentication
Signature Adoption: Pre- selected Style
None) Using IP Address: 50. 210. 233. 198
Electronic Record and Signature Disclosure:

Accepted: 5/ 21/ 2024 10: 53: 07 AM
ID: ff67aa3f- e4b5- 4634- 93da- beff9eb02f1a
Ruben Duran
ED— Signed by: Sent: 5/21/ 2024 11: 06: 01 AM
ruben. duran@bbklaw. com NLIA, OWMA, Viewed: 5/ 23/ 2024 9: 52: 39 AM Ruben Duran
CBDA8DE8749F49e...

Signed: 5/ 23/ 2024 9: 55: 51 AM
Signing Group: Best Best& Krieger
Signature Adoption: Pre- selected Style
Security Level: Email, Account Authentication
None) Using IP Address: 108. 185. 61. 125
Signed using mobile
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Scott Ochoa by: Sent: 5/ 23/ 2024 9: 55: 55 AM
SOchoa@ontarioca. gov
ED—Sig" ed
Cbff 0-/6a Viewed: 5/ 24/ 2024 2: 24: 08 PM
Y Manager 9Signed:ned: 5/24/ 2024 2: 24: 51 PM
City of Ontario
Signing Group: City Manager
Signature Adoption: Pre- selected Style
Using IP Address: 4. 42. 180. 2
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:

Accepted: 8/ 4/ 2023 11: 56: 01 AM
ID: 10802c31- b229-4062-97d5-9867a935bb5a
Claudia Y IsbellSent: 5/ 24/ 2024 2: 24: 55 PM
recordsmanagement@ontarioca. gov u.ka q
by:

S( 91, t Viewed: 5/ 28/ 2024 9: 54: 47 AM
Security Level: Email, Account Authentication
ED,c" S1,", d
898F9F55A6794BD_
Signed: 5/ 28/ 2024 9: 55: 25 AM
None)
Signature Adoption: Pre- selected Style
Using IP Address: 4. 42. 180. 2
Electronic Record and Signature Disclosure:

Accepted: 5/ 28/ 2024 9: 54: 47 AM
ID: 05b26f6f- 3b9a- 4bde- ac7e- 2b02a4589b19
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp

Editor Delivery Events Status Timestamp
Jordan Villwock
VIEWED
Sent: 5/ 21/ 2024 10: 54: 48 AM
JVillwock@ontarioca. gov
Viewed: 5/ 21/ 2024 11: 05: 29 AM
Signing Group: City Manager' s Office
Completed: 5/ 21/ 2024 11: 06: 00 AM
Security Level: Email, Account Authentication Using IP Address: 4. 42. 180. 2 None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
AmandaElias Sent: 5/ 13/ 2024 3: 25: 23 PM
AElias@ontarioca. gov ED Viewed: 5/ 13/ 2024 4: 01: 52 PM Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Purchasing Sent: 5/ 14/ 2024 10: 27: 09 AM
purchasing@ontarioca. gov ED
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/ Encrypted 5/ 13/ 2024 3: 25: 23 PM Envelope Updated Security Checked 5/ 21/ 2024 11: 06: 00 AM Envelope Updated Security Checked 5/ 21/ 2024 11: 06: 00 AM Certified Delivered Security Checked 5/ 28/ 2024 9: 54: 47 AM Signing Complete Security Checked 5/ 28/ 2024 9: 55: 25 AM Completed Security Checked 5/ 28/2024 9: 55: 25 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

Electronic Record and Signature Disclosure created on: 3/ 23/ 2023 12: 54: 00 PM Parties agreed to: Deepak Arora, Priya Iyer, Scott Ochoa, Claudia Y Isbell

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Carahsoft OBO City of Ontario ( we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure ( ERSD), please confirm your agreement by selecting the check-box next to ` I agree to use electronic records and signatures' before clicking ` CONTINUE' within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period oftime usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a

0. 00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically

Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact Carahsoft OBO City of Ontario:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise Carahsoft OBO City of Ontario of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at rsigler@ontarioca. gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from Carahsoft OBO City of Ontario To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to rsigler@ontarioca. gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with Carahsoft OBO City of Ontario To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https: Hsgpport.docusincom/ yuides/ si i_ lamer- u_ idesi ening- system- requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and ( i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or ( ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system.

By selecting the check- box next to ` I agree to use electronic records and signatures', you confirm that:

You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify Carahsoft OBO City of Ontario as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Carahsoft OBO City of Ontario during the course of your relationship with Carahsoft OBO City of Ontario.

DocuSign Envelope ID: 156E814D- 5CB2- 4700- 9E27- ADE76155CFC4 1 k CITY OF ONTARIO SUPPLIERCONTRACT
17 i'7:' REVENUE CONTRACT
ONTARIO AGREEMENT/ CONTRACT CHECK LIST II II II III'' II II III Ii' COIN 11 II2,Ta'.7

REQUEST FOR APPROVAL
Entity Name Resource Logisitics, Inc.

Entity Type Supplier
Agreement/ Contract Type Professional Services Agreement Term Start:

June 1, 2024
End:

June 1, 2027
DESCRIBE SCOPE OF SERVICES: As Needed Temporary Staffing Services VALUE: Amount:

Budget Check
Over
Ap
00 requires City
Councilcil Approval/ Acceptance NTE $700, 000
WORKDAY WORKTAGS:

Spend/ Revenue Category: Cost Center:

Include Reference ID and Other Professional Services Varies ( Citywide) Description for Spend/ Revenue
Category- If more than one of Fund: Additional Worktags:
each o please add a
breakdown on on separate page Varies (Citywide)
REQUIRED DOCUMENTS I Contract
IF APPLICABLE):
cityy Council Agenda Report p Council date, if applicable 11/ 21/ 2023 Attach applicable documents
and/ or reference requested Recap Worksheet (For Supplier Amendments prior toFV23- 24) information: BOLD items are
required for every Contract/ RFP/ Bid Invitation No. 1615 ( PlanetBids Summary, Proposals/ Bid Documents, DIR registration verification) Agreement Approval
Request for Non- Competitive Process( only valid up to$ 150, 000) Competitive Procurement Insurance ( Certificates require Risk Mgmt. approval. If waived, attach email) Bld Bonds ( All require Risk Mgmt. approval. If waived, attach email) F Business License#: 12441674 Exp: 1/ 31/ 2025 ( If waived, attach email) Conflict of Interest
COI requires prior Records Mgmt. approval. If waived, attach email.) Senate Bill 1439
See requirements on the form)
I. T. Hardware/ Software( Attach IT approval email)
R W- 9 (send to entity)
E] BB& K Approval (If taking exceptions to template or using supplier's agreement) SPECIAL INSTRUCTIONS:

Amanda Elias, Senior Management Analyst
Ext:

CONTACT PERSON: g Y 2439
DEPARTMENT HEAD Reed Sigler, Departmental Administrator APPROVAL:

AGENCY HEAD APPROVAL: Angela C. Lopez, Executive Director c Department acknowledges understanding and acceptance of the proposal including all terms and conditions.

APPROVED BY FINANCE:

FD- S, g- dby:

Finance approved form Revised 8/ 1/ 2023

DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 AI,
C I T Y O F 0 T A R I O
303 EAST B STREET ONTARIO, CALIFORNIA 917b4 r
909) 395- 2000 FAX( 909) 395- 2070 OnfarioCA. 9ov
iNCpapONWAS
PAUL S. LEON SHEILA MAUTZ

MAYOR CITY CLERK

DEBRA PORADA
MAYOR PRO TEM JAMES R. MILHISER

TREASURER
ALAN D. WAPNER
JIM W. BOWMAN

RUBEN VALENCIA SCOTT OCHOA

COUNCIL MEMBERS CITY MANAGER

CITY OF ONTARIO

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered as of
11/ 21/ 2023
by and between the
City of Ontario, a municipal corporation organized under the laws of the State of California with its principal place of business at 303 East " B" Street, Ontario, California 91764- 4196, County of San Bernardino, State of California (" City") and SoftHQ, Inc., a Corporation, with its principal place of business at 6494 Weathers Place, Suite 200, San Diego, CA 92121 (" Consultant"). City and Consultant are sometimes individually referred to herein as " Party" and collectively as Parties."

2. RECITALS.

2. 1 Consultant.

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

Consultant represents that it is experienced in providing temporary staffing services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2. 2 Project.

City desires to engage Consultant to render such professional services for temporary staffing services for the City on an as- needed basis (" Project") as set forth in this Agreement.

3. TERMS.

3. 1 Scope of Services and Term.

3. 1. 1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional temporary staffing consulting services necessary for the Project (" Services"). The Services are more particularly described in Exhibit A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated BB& K( 2023) Exhibit" C"- 1 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 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 May 1, 2024 to May 1, 2027, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two ( 2) additional oneyear terms, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines.

The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3. 2 Compensation.

3. 2. 1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit " C" attached hereto and incorporated herein by reference. The total compensation shall not exceed One Million Three Hundred Thousand Dollars and Zero Cents ($ 1, 300, 000) without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3. 2. 2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non- disputed and approved charges. If the City disputes any of Consultant' s fees, the City shall give written notice to Consultant within thirty ( 30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3. 2. 3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit " C" of this Agreement.

3. 2. 4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, " Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

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

3. 3 Responsibilities of Consultant.

3. 3. 1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant' s exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of BB& K( 2023) 2- PROFESSIONAL SERVICES AGREEMENT
46700. 00100\ 40935195. 1

DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3. 3. 2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit " B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3. 3. 3 Conformance to ARplicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3. 3. 4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows:

Kranti Ponnam, President.

3. 3. 5 City' s Representative. The City hereby designates Angela C. Lopez, Executive Director Human Resources/ Risk Management, or his/ her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement City' s Representative"). City' s Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement.

The City Manager shall be authorized to act on City' s behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant' s total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City' s Representative or his/ her designee.

3. 3. 6 Consultant' s Representative. Consultant hereby designates Kranti Ponnam, President, or his/ her designee, to act as its representative for the performance of this Agreement (" Consultant' s Representative"). Consultant' s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/ her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3. 3. 7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3. 3. 8 Standard of Care; Performance of Employees. Consultant shall perform all BB& K( 2023) 3- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project.

3. 3. 9 Period of Performance.

3. 3. 9. 1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3. 1. 2 above (" Performance Time"). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits" A" or" B" attached hereto, or which may be separately agreed upon in writing by the City and Consultant (" Performance Milestones"). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/ or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3. 3. 9. 2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party's performance and is one or more of the following: ( 1) Acts of God or other natural disasters; ( 2) terrorism or other acts of a public enemy; ( 3) orders of governmental authorities( including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); ( 4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and ( 5) pandemics, epidemics or quarantine restrictions. For purposes of this section, " orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.

3. 3. 9. 3 Should a Force Majeure Event occur, the non- performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/ or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation.

BB& K( 2023) 4- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3. 3. 10 Laws and Regulations; Employee/ Labor Certification.

3. 3. 10. 1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/ OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

3. 3. 10. 2 Employment Eligibility; Consultant. Consultant certifies 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 and shall require all subconsultants and sub- subconsultants to comply with the same. Consultant certifies 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.

3. 3. 10. 3 Equal ORportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City' s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3. 3. 10. 4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/ or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District ( SCAQMD) and/or California Air Resources Board ( CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/ or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3. 3. 10. 5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City' s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U. S. C. § 1251, et seq.); the California Porter- Cologne Water Quality Control Act ( Water Code 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant' s BB& K( 2023) 5- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3. 3. 10. 6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3. 3. 11 Insurance.

3. 3. 11. 1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3. 3. 11. 2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.

A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office " occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $ 2, 000, 000 per occurrence and no less than $ 4, 000, 000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions ( 1) limiting coverage for contractual liability; ( 2) excluding coverage for claims or suits by one insured against another cross- liability); ( 3) products/ completed operations liability; or ( 4) containing any other exclusion( s) contrary to the terms or purposes of this Agreement.

B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering Any Auto" ( Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $ 2, 000, 000 combined limit for each occurrence.

C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer' s Liability Insurance with a limit of not less than $ 1, 000,000 per accident for bodily injury and disease.

D) Professional Liability ( Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant' s profession with limits of not less than $ 2, 000, 000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed ( for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on BB& K( 2023) 6- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 a claims- made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five ( 5) years from termination or expiration of this Agreement.

3. 3. 11. 3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:

A) Commercial General Liability: ( 1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not ( 1) be restricted to " ongoing operations"; ( 2) exclude contractual liability"; ( 3) restrict coverage to " sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 ( or endorsements providing the exact same coverage) to effectuate this requirement. ( 2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.

B) Automobile Liability: ( 1) Additional Insured: The City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vendor or for which the Vendor is responsible. ( 2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.

C) Professional Liability ( Errors & Omissions): 1) Cancellation:

Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium. ( 2) This insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. " Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must " pay on behalf of the insured and include a provision establishing the insurer' s duty to defend.

D) Workers' Compensation: ( 1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium. ( 2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

3. 3. 11. 4 Primary and Non- Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

BB& K( 2023) 7- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19

3. 3. 11. 5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3. 3. 11. 6 Deductibles and Self- Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3. 3. 11. 7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen ( 15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten ( 10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3. 3. 11. 8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3. 3. 11. 9 Enforcement of Agreement Provisions ( non estoppel).

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non- compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3. 3. 11. 10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

3. 3. 11. 11 Additional Insurance Provisions
A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations BB& K( 2023) 8- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.

B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.

C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project.

D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.

E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant' s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.

F) Consultant shall report to the City, in addition to Consultant' s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3. 3. 11. 12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant' s policies. All policies of Commercial General Liability insurance provided by Consultant' s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant' s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3. 4 Labor Code Requirements.

3. 4. 1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (" Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on " public works" and " maintenance" projects. If the Services are being performed as part of an applicable " public works" or BB& K( 2023) 9- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is 1, 000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant 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 Consultant' s principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777. 5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3. 4. 2 Registration/ DIR Compliance. If the Services are being performed on a public works project of over $ 25, 000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $ 15, 000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725. 5 and 1771. 1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (" DIR"). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.

3.4. 3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant' s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant' s performance of services, including any delay, shall be Consultant' s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3. 4. 4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker' s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3. 5 Termination of Agreement.

3. 5. 1. 1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven ( 7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

BB& K( 2023) 10- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19

3. 5. 1. 2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen ( 15) days of the request.

3. 5. 1. 3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3. 6 Indemnification.

3. 6. 1 To the fullest extent permitted by law, Consultant shall defend ( with counsel of City' s
choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant' s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney' s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3. 6. 2 If Consultant' s obligation to defend, indemnify, and/or hold harmless arises out of Consultant' s performance as a " design professional" ( as that term is defined under Civil Code section 2782. 8), then, and only to the extent required by Civil Code section 2782. 8, which is fully incorporated herein, Consultant' s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant' s liability for such claim, including the cost to defend, shall not exceed the Consultant' s proportionate percentage of fault.

3. 7 General Provisions.

3. 7. 1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three ( 3) years from the date of final payment under this Agreement.

3. 7. 2 Independent Contractors and Subcontracting.

3. 7. 2. 1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750. 3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 BB& K( 2023) 11- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (" Subcontractor( s)") unless approved by the City as set forth in Section 3. 7. 2. 2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant' s behalf are Consultant' s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.

3. 7. 2. 2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor' s use of further independent contractors, subcontractors or subconsultants without the City's prior written consent.

3. 7. 3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: SoftHQ, Inc.
6494 Weathers Place, Suite 200,
San Diego, CA 32121
ATTN: Kranti Ponnam, President
City: City of Ontario
303 East " B" Street
Ontario, CA 91764
ATTN: Angela C. Lopez, Executive Director Human
Resources/ Risk Management
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. 7. 4 Ownership of Materials and Confidentiality.

3. 7. 4. 1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement(" Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City' s express written permission. Within thirty( 30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required BB& K( 2023) 12- PROFESSIONAL SERVICES AGREEMENT
46700. 00100\ 40935195. 1

DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen ( 15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3. 7. 4. 2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3. 7. 4. 3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City' s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant' s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re- use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3. 7. 4. 4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3. 7. 4. 5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has BB& K( 2023) 13- PROFESSIONAL SERVICES AGREEMENT
46700. 00100\ 40935195. 1

DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3. 7. 4. 6 Confidential Information. The City shall refrain from releasing Consultant' s proprietary information (" Proprietary Information") unless the City' s legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

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

3. 7. 5 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. 7. 6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3. 7. 7 Attorneys' 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 attorneys' fees and all costs of such action.

3. 7. 8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/ or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et sea. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/ or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3. 7. 9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3. 7. 10 City' s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

BB& K( 2023) 14- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19

3. 7. 11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3. 7. 12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

Consultant shall not subcontract any portion of the Services 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.

3. 7. 13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3. 7. 14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3. 7. 15 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. 7. 16 No Third- Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3. 7. 17 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. 7. 18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City' s Filing Officer as required under state law in the performance of the 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.

BB& K( 2023) 15- PROFESSIONAL SERVICES AGREEMENT
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DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19

3. 7. 19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3. 7. 20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3. 7. 21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

SIGNATURES ON NEXT PAGE
BB& K( 2023) 16- PROFESSIONAL SERVICES AGREEMENT
46700. 00100\ 40935195. 1

DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19

SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
SoftHQ, Inc.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF ONTARIO SoftHQ Inc.

Approved By:

FSDI- Sig" Id by: DocuSigned by:
66ff t'kt6x By:54 PDn, -
Scott c oa
City Manager Its: President
Approved as to Form: Printed Name:

Kranti Ponnam
DocuSigned by:

Dby: FZ, vltiVBy: Siln,
ocuSigned
a wAa. aSc,{ f
Best Best & Krieger LLP
City Attorney CEO Its:

Printed Name: 5i ndhu ra Thummal asetty
Attested By:

DocuSigned by: If Corporation, TWO SIGNATURES,
Fla q, ( Sku President OR Vice President AND Secretary
City er.

OR Treasurer REQUIRED]
BB& K( 2023) 17- PROFESSIONAL SERVICES AGREEMENT
46700. 00100\ 40935195. 1

DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 EXHIBIT " A"

SCOPE OF SERVICES
Consultant will work directly with the City to provide quality temporary personnel in a timely manner at the established rates. This action is consistent with the City Council' s goal to operate in a businesslike manner.

An Agreement or contract with the City does not guarantee Consultant will be selected to provide staffing services. There is no guaranteed volume of staff hours for the Agreement. The City' s Human Resources Department will coordinate all temporary staffing services for all City Departments. Following the selection of a temporary employee, the requesting department will work directly with Consultant for the duration of the individual' s assignment. Following placement, any modifications to an individual' s assignment, including replacements for terminated assignments, must be authorized by the Human Resources Department.

The City has an established merit- based recruitment system that provides every individual with fair consideration for any job for which they are skilled and qualified, regardless of their referral source. Eligible candidates will be placed on a valid " eligibility list" following recruitment open to the public. This is not a request for temp-to- hire or paid placement services. As such, the City reserves the right to hire any individual currently or previously placed with the City in a temporary employee capacity without an additional fee and/ or a requirement for the individual to work a minimum number of hours prior to being hired by the City. The City also reserves the right to reject any proposed assignment of any individual who is a current or inactive member of the California Public Employees Retirement System ( CaIPERS) or is a CalPERS Retired Annuitant.

The City is committed to complying with all Department of Labor ( and all other applicable) laws and regulations.

Skill Categories
The City requirements for temporary staffing services may include but are not limited to the skill categories listed below. In addition, the titles of equivalent City of Ontario positions are listed for each subcategory for reference of the required skills only. Please refer to the City of Ontario' s webpage (www.ontarioca.gov) to review the position' s job description. Any temporary staff selected by the City will not be assigned to any of the City' s regular positions. Rather, temporary staff will be assigned to temporary positions and will be ineligible for membership in CalPERS.

Clerical / Administrative / Office Staff
Accounting Technical ( Accounting Technician, Accounts Payable Technician, Payroll Technician, Purchasing Assistant)
General Clerical ( Office Assistant, Office Specialist) Skilled Clerical / Administrative ( Administrative Assistant, Senior Administrative Assistant)
Customer Service Technical ( Customer Services Representative, Library Page, Museum Assistant)
Library Professional ( Librarian, Senior Librarian)
Information Technology
Information Technology Professional ( Database Analyst, Systems Analyst, Programmer) Information Technology Support ( IT Specialist, IT Technician) BB& K( 2023) Exhibit" A"- 1 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 Light Industrial
Maintenance Worker
Custodial ( Janitor)
Integrated Waste Collector
The City will specify the required qualifications for each requested assignment when contacting Consultant. Consultant will only forward applications from applicants who meet the minimum qualifications of the assignment.

Hourly Rates
A. The hourly rate will be provided by the City based on the current Salary Grade Table for the assigned job classification ( posted on the City' s website at www. ontarioca. gov). The hourly rate for temporary personnel is generally Step 1 of the current Salary Grade Table for the assigned job classification and will remain fixed at that rate for the duration of the assignment.

B. Consultant shall provide the bill rate ( mark- up rate) for each specific skill category.

Duration of Assignments
A. Assignments are temporary. As such temporary employees are not permitted to work more than 999 hours in any fiscal year period ( July 1 — June 30). Consultant will track hours worked and provide biweekly reports of hours worked to the City by temporary employee. This will include cumulative hours worked within the fiscal year regardless of if the individual has held multiple assignments at the City. Consultant is responsible to ensure all temporary assignments do not exceed the 999 hours limit within a fiscal year and may be held responsible for any financial consequences experienced by the City that result from a violation of this provision.

B. Temporary employees assigned to job classifications represented by the American Federation of State, County, and Municipal Employees ( AFSCME) labor relation will be limited to a 6- month assignment, not to exceed 999 hours in the fiscal year ( July 1 — June 30).

C. Consultant will communicate the anticipated duration of the assignment with the temporary employee prior to placement.

Requests for Temporary Employees
A. As the need for temporary staffing arises, the City' s Human Resources Department will contact Consultant. The Human Resources Department will coordinate the selection of the temporary employee and provide Consultant with the name and contact information of the department representative. The City requests that the Consultant submit an assignment agreement that will abide by the percentage markup submitted by the Consultant in its cost proposal. Consultant may not contact or interact with a City Department directly without the prior approval of an authorized representative from the Human Resources Department.

BB& K( 2023) Exhibit" A"- 2 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 Selection of Temporary Employees
A. Consultant shall provide placement and payroll services for temporary employees for City departments in a timely manner.

B. Consultant shall be responsible for the recruitment, screening, testing, interviewing, selection, reference checks, criminal background checks, and drug screening ( if requested) for temporary employees.

C. Consultant shall assist the City in determining the CaIPERS status of a candidate for assignment to the City. Prior to making the recommendation for placement with the City, Consultant shall require all candidates interested in placement with the City to complete the form titled " CaIPERS Status Verification Form." The completed form must be provided to an authorized representative from the Human Resources Department for verification of CaIPERS membership. The City reserves the right to reject any proposed assignment of any individual that is a current or inactive member of the California Public Employees Retirement System ( CaIPERS) or is a CaIPERS Retired Annuitant.

D. The City reserves the right to interview recommended candidates by telephone or in person in order to select an individual candidate best suited for the assignment. Consultant shall be required to coordinate candidate interviews at times and locations that are convenient to the City.

Testing
A. Consultant shall ensure that each temporary employee assigned to the City meets the requirements for each position as requested.

B. If necessary, Consultant shall test applicable temporary employees on their proficiency with applicable software programs based on assignment requirements.

C. Consultant shall test for other applicable skills such as data entry and typing speed, filing, grammar, phone etiquette and customer service skills as appropriate.

Criminal Background Check
A. Consultant shall run a criminal background check for each temporary employee assigned to the City. The criminal background check may be administered through fingerprinting or records check at the Consultant' s discretion. Consultant shall confirm, in writing, once the criminal background check has been completed on the employee.

B. Consultant shall be responsible for notifying the City, in writing, of any misdemeanor or felony convictions that are reported on applicant' s background check. The City shall adhere to the Public Resources Code 5164 for all classifications/ positions and make an individualized assessment of the conviction( s) to the nexus to the position.

Drug Screening
A. Consultant shall require a pre- placement drug screen for all temporary employees who will be in safety sensitive positions, such as operating heavy equipment. The City shall inform the Consultant if the temporary position is safety sensitive.

BB& K( 2023) Exhibit" A"- 3 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 Timecards, Billing, and Invoicing
A. Each temporary employee is required to maintain a daily record of hours worked on their timecard. These timecards are to be approved by a City department designee and become the source of the invoicing.

B. Consultant shall submit invoices on at least a monthly basis. Separate invoices are to be prepared for each City department utilizing temporary personnel services. All invoices shall be addressed to the City department requesting services.

C. Invoices shall indicate the full name of the temporary personnel, the title of the assigned classification, the hourly rate of pay for each assignment ( as indicated in the assignment agreement), and the total billed amount for each assignment, which includes markup times the hours worked. Consultant shall be responsible for all payroll withholding requirements and shall provide any and all benefits required by law to each temporary personnel.

Temporary personnel shall remain the employee of the Consultant and shall not receive City benefits.

D. Invoicing payments shall be made within 30 days of receipt.

Temporary Employee Expectations
A. Each temporary employee will be expected to report to their City contact overseeing their assignment at the requested date and time. Temporary employees must notify the Consultant representative and City contact if they will be late or absent from work due to illness or for any other reason. Such notifications should be made as soon as practicable, preferably 30 minutes before the agreed- upon daily starting time. Excessive tardiness or absence will cause the termination of the temporary assignment. All work must be performed to the City' s satisfaction.

B. Questions regarding appropriate dress attire should be directed to the Consultant representative. Consultant may consult with the City department and/or the Human Resources Department as needed.

C. Temporary employees are expected to follow the City of Ontario' s employment policies, procedures, and rules of conduct.

Consultant Reporting
A. Consultant shall provide an assignment agreement prior to placement that confirms the name of the applicant, position, pay rate, markup rate and start date.

B. Consultant shall provide monthly expenditure reports showing monthly and cumulative totals for the current fiscal year ( July 1 to June 30) for all temporary staff assigned to the City- by- City department.

C. Consultant shall provide monthly personnel count reports listing total assigned temporary employees with their start dates, City department, current assignment title, pay rate, and bill rate.

D. Consultant shall provide biweekly reports of cumulative hours worked by employee within the fiscal year (July 1- June 30).

BB& K( 2023) Exhibit" A"- 4 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 E. Consultant shall be responsible for providing online processes, procedures, and tools for temporary employees to submit hours worked and for the City to verify attendance and approve timesheets.

F. Consultant shall administer and maintain all employment and payroll records for temporary personnel, process payroll, and distribute wages to employees on a regular basis.

G. For temporary personnel assigned to an AFSCME labor relation position, the City is required to submit all invoices to the labor relation union for review.

H. Consultant shall provide copies of the invoices to the Human Resources/ Risk Management Agency to confirm hours correspond with hours work and that the 999- hour limit is not exceeded.

Removal from Approved List
A. Repeated failure to provide qualified temporary employees, in a timely manner, or other unsatisfactory performance will cause Consultant to be removed from the list of approved temporary staffing agencies.

B. Failure to provide requested reports, bill in compliance with contract terms, comply with hourly restrictions and assigned agreement will cause Consultant to be removed from the list of approved temporary staffing agencies.

BB& K( 2023) Exhibit" A"- 5 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 EXHIBIT " B"

SCHEDULE OF SERVICES
City will engage Consultant to render such professional services for temporary staffing services for the City on an as- needed basis as set forth in this Agreement.

BB& K( 2023) Exhibit" B"- 1 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 EXHIBIT " C"
SoftHQ, Inc.' s markup percentages for each Job Category are below:

Job Category Marku %
Clerical / Administrative/ Office Staff 40%
Information Technology 40%
Light Industrial 40%
Other Categories 40%
BB& K( 2023) Exhibit" C- 1 PROFESSIONAL SERVICES AGREEMENT 46700. 00100\ 40935195. 1

DocuSign
Certificate Of Completion
Envelope Id: 5AE8AA7A5E474D3E95DAB980A066BD19 Status: Completed Subject: Complete with DocuSign: City of Ontario- Professional Services Agreement, SoftHQ Source Envelope:

Document Pages: 42 Signatures: 9 Envelope Originator:

Certificate Pages: 6 Initials: 0 Karina Gonsalez
AutoNav: Enabled 303 E B St
Envelopeld Stamping: Enabled Ontario, CA 91764
Time Zone:( UTC- 08: 00) Pacific Time( US& Canada) kgonsalez@ontarioca. gov IP Address: 4. 42. 180. 2
Record Tracking
Status: Original Holder: Karina Gonsalez Location: DocuSign 5/ 31/ 2024 11: 16: 24 AM kgonsalez@ontarioca. gov
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: Carahsoft OBO City of Ontario Location: DocuSign Signer Events Signature Timestamp
Reed Sigler Ell— Si," edby: Sent: 6/ 6/ 2024 8: 51: 12 AM rsigler@ontarioca. gov d Viewed: 6/ 6/2024 8:54: 25 AM
Security Level: Em it, Account Authentication 236Ao1498A3446FSigned: 6/ 6/ 2024 8:54: 55 AM None)
Signature Adoption: Pre- selected Style
Using IP Address: 4. 42. 180. 2
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Angela C. Lopez D Sig d by: Sent: 6/ 6/ 2024 8: 54: 57 AM aclopez@ontarioca. gov E
u" L C' N" Viewed: 6/ 8/ 2024 7: 53: 45 AM
Securit Level: Email Account Authentication
5893E8D2DCC94E6
Y
Signed: g6/ 8/ 2024 7: 54: 26 AM
None)
Signature Adoption: Pre- selected Style
Using IP Address: 47. 229. 100. 15
Signed using mobile
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Oscar Avila Completed Sent: 6/ 8/ 20247:54: 31 AM
OAvila@ontarioca. gov Viewed: 6/ 10/ 2024 7: 38: 47 AM
Signing Group: Risk Management Signed: 6/ 10/ 2024 7: 39: 24 AM Security Level: Email, Account Authentication Using IP Address: 207. 114. 204. 222 None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Angelica Mora
DocuSigned
Sent: 6/ 10/ 2024 7: 39: 27 AM
amora@ontarioca. gov E 0 Viewed: 6/ 10/ 2024 4: 53: 49 PM Purchasing Manager
6CF7F522o15E417_
Signed: 6/ 10/ 2024 4: 58: 12 PM
Security Level: Email, Account Authentication
None) Signature Adoption: Uploaded Signature Image
Using IP Address: 97. 131. 66. 189
Signed using mobile
Electronic Record and Signature Disclosure:

Not Offered via DocuSign

Signer Events Signature Timestamp
Kranti PonnamCDo s9 edby: Sent: 6/ 10/ 20244: 58: 15 PM kranti@softhginc. com 4avti pb"- qwi Viewed: 6/ 10/ 2024 6: 17: 59 PM President
o7CMD4280ENE1..,
Signed: 6/ 10/ 2024 6: 18: 17 PM
SoftHQ
Security Level: Email, Account Authentication
Signature Adoption: Pre- selected Style
None) Using IP Address: 108. 75. 133. 252
Electronic Record and Signature Disclosure:

Accepted: 6/ 10/2024 6: 17: 59 PM
ID: fe0becc4- 4a92- 41a1- 9x26- f00d7767fd29
Sindhura Thummalasetty by: Sent: 6/ 10/ 2024 6: 18: 19 PM rfp@softhginc. com
ED,c" Si,", d
t n, atnkvwlat aSt{{ Viewed: 6/ 11/ 20241: 59: 52AM
CEO
E297AA853967484...

Signed: 6/ 11/ 2024 2: 01: 38 AM
SoftHQ, Inc.

Security Level: Email, Account Authentication
Signature Adoption: Pre- selected Style
None) Using IP Address: 49. 37. 154. 85
Electronic Record and Signature Disclosure:

Accepted: 6/ 11/ 2024 1: 59: 52 AM
ID: a0de8942- 63e9- 4005- 9615- b6705fe86ba3
Ruben Duran
ED— Si9, ed by: Sent: 6/ 11/ 2024 5: 39:46 AM
ruben. duran@bbklaw. com NLIA, OWaA& Viewed: 6/ 11/ 2024 7: 43: 19 AM Ruben Duran
c8DA8DE8749F498
Signed: 6/ 11/ 2024 7: 50: 30 AM
Signing Group: Best Best& Krieger
Signature Adoption: Pre- selected Style
Security Level: Email, Account Authentication
None) Using IP Address: 74. 116. 243. 2
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Scott Ochoa by: Sent: 6/ 11/ 2024 7: 50: 33 AM
SOchoa@ontarioca. gov
ED—Sig" el
Cbff 0-/aa Viewed: 6/ 11/ 2024 9: 31: 47 AM
Y Manager 9Signed:ned: 6/ 11/ 2024 9: 32: 36 AM
City of Ontario
Signing Group: City Manager
Signature Adoption: Pre- selected Style
Security Level: Email, Account Authentication Using IP Address: 47. 181. 138. 76 None) Signed using mobile
Electronic Record and Signature Disclosure:

Accepted: 8/ 4/ 2023 11: 56: 01 AM
ID: 10802c31- b229-4062-97d5-9867a935bb5a
Claudia Y. Isbell by: Sent: 6/ 11/ 2024 9: 32: 40 AM
recordsmanagement@ontarioca. gov
ED,c" Si,", d
L&'uka q, IStit L Viewed: 6/ 11/ 2024 9: 34: 54 AM
Security Level: Email, Account Authentication 898F9F55A87948 DSigned: 6/ 11/ 2024 9: 36: 16 AM None)
Signature Adoption: Pre- selected Style
Using IP Address: 4. 42. 180. 2
Electronic Record and Signature Disclosure:

Accepted: 6/ 11/ 2024 9: 34: 54 AM
ID: 5f9e8037- f924- 4793- 8a01- 2e27c138fe61
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp

Editor Delivery Events Status Timestamp
Vanny Khu
VIEWED
Sent: 6/ 11/ 2024 2: 01: 41 AM
VKhu@ontarioca. gov
Viewed: 6/ 11/ 2024 5: 39: 40 AM
Signing Group: City Manager' s Office
Completed: 6/ 11/ 2024 5: 39: 45 AM
Security Level: Email, Account Authentication Using IP Address: 47. 145. 248. 145 None) Completed using mobile
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Amanda Elias Sent: 6/ 4/ 2024 11: 57: 34 AM
AElias@ontarioca. gov Viewed: 6/ 6/ 2024 8: 51: 11 AM
Security Level: Email, Account Authentication
None)
Using IP Address: 108. 185. 58. 144
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Adam Vazquez Sent: 6/ 8/ 2024 7: 54: 29 AM
AVazquez@ontarioca. gov
Adrian Pelayo
APelayo@ontarioca. gov
Karina Gonsalez
kgonsalez@ontarioca. gov
Maria Cuarezma
MCuarezma@ontarioca. gov
Signing Group: Purchasing
Security Level: Email, Account Authentication
None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
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Envelope Summary Events Status Timestamps
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Electronic Record and Signature Disclosure

Electronic Record and Signature Disclosure created on: 3/ 23/ 2023 12: 54: 00 PM Parties agreed to: Kranti Ponnam, Sindhura Thummalasetty, Scott Ochoa, Claudia Y. Isbell

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Carahsoft OBO City of Ontario ( we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure ( ERSD), please confirm your agreement by selecting the check-box next to ` I agree to use electronic records and signatures' before clicking ` CONTINUE' within the DocuSign system.

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0. 00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

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If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

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Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact Carahsoft OBO City of Ontario:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

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You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify Carahsoft OBO City of Ontario as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Carahsoft OBO City of Ontario during the course of your relationship with Carahsoft OBO City of Ontario.

DocuSign Envelope ID: 5AE8AA7A- 5E47- 4D3E- 95DA- B980A066BD19 1 k CITY OF ONTARIO SUPPLIERCONTRACT
17 i'7:' REVENUE CONTRACT
ONTARIOAGREEMENT/ CONTRACT CHECK LIST ill hill III'' II II III Ii' COIN 11 II2,Ta'.7

REQUEST FOR APPROVAL
Entity Name SOftHQ, Inc.

Entity Type Supplier
Agreement/ Contract Type Professional Services Agreement Term Start:

May 1, 2024 1
End:

May 1, 2027
DESCRIBE SCOPE OF SERVICES: As Needed Temporary Staffing Services VALUE: Amount:

Budget Check
Over
Ap
00 requires City
Councilcil Approval/ Acceptance NTE $ 1 , 300, 000
WORKDAY WORKTAGS:

Spend/ Revenue Category: Cost Center:

Include Reference ID and Other Professional Services Varies ( Citywide) Description for Spend/ Revenue
Category- If more than one of Fund: Additional Worktags:
each o please add a
breakdown on on separate page Varies (Citywide)
REQUIRED DOCUMENTS I Contract
IF APPLICABLE):

City Council Agenda Report council date, if applicable
Attach applicable documents
and/ or reference requested Recap Worksheet (For Supplier Amendments prior to FV 23- 24) information: BOLD items are
required for every Contract/ RFP/ Bid Invitation No. 1615 ( PlanetBids Summary, Proposals/ Bid Documents, DIR registration verification) Agreement Approval
Request for Non- Competitive Process( only valid up to$ 150, 000) Competitive Procurement Insurance ( certificates require Risk Mgmt. approval. If waived, attach email) Bld Bonds ( All require Risk Mgmt. approval. If waived, attach email) F Business License#: 12442041 Exp: 2/ 28/ 2025 ( If waived, attach email) Conflict of Interest
COI requires prior Records Mgmt. approval. If waived, attach email.) Senate Bill 1439
See requirements on the form)
I. T. Hardware/ Software( Attach IT approval email)
R W- 9 (send to entity)
E] BB& K Approval (If taking exceptions to template or using supplier's agreement) SPECIAL INSTRUCTIONS:

Amanda Elias, Senior Management Analyst
Ext:

CONTACT PERSON: g Y 2439
DEPARTMENT HEAD Reed Sigler, Departmental Administrator APPROVAL:

AGENCY HEAD APPROVAL: Angela C. Lopez, Executive
Directorwtl
Department acknowledges understanding and acceptance of the proposal including all terms and conditions.

DD c uS' gn by:

APPROVED BY FINANCE:

Finance approved form Revised 8/ 1/ 2023

CA\DD\02000.50101\1401461.15
PTEAM 12.29.2023 (CITY ATTY: 05-19)

CITY OF CORONA

PROFESSIONAL SERVICES AGREEMENT
WITH APPLEONE, INC.
(TEMPORARY STAFFING SERVICES – CITYWIDE AS-NEEDED TEMPORARY

STAFFING SERVICES)

1. PARTIES AND DATE.

This Agreement is made and entered into this _____________ day of _____________________, 2025 (“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 AppleOne, Inc., a California corporation with its principal place of business at 1999 W. 190th Street, Torrance, CA 90504 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Consultant.

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

Consultant represents that it is experienced in providing as-needed temporary staffing services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services for the Citywide As-Needed Temporary Staffing Services project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

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

3.1.2 Term. The term of this Agreement shall be from
____________________________to June 30, 2027 (“Term”), unless earlier terminated as Docusign Envelope ID: 34C9FBBE-4E60-4B14-92C8-CFEA537BF6C9 Docusign Envelope ID: DA48C833-68F5-4DCB-8C2D-81C7052FCF75

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PTEAM 12.29.2023 2 (CITY ATTY: 05-19)
provided herein. Consultant shall complete the Services within the Term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the Term of this Agreement one or more times by executing a written amendment pursuant to Section 3.6.8 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 Consultant.

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

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

3.2.2 Schedule of Services. Consultant 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. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

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

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

The key personnel for performance of this Agreement are as follows Rick H. Hagmann, Vice President, Operations & Client Services.
.

Docusign Envelope ID: 34C9FBBE-4E60-4B14-92C8-CFEA537BF6C9 Docusign Envelope ID: DA48C833-68F5-4DCB-8C2D-81C7052FCF75

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PTEAM 12.29.2023 3 (CITY ATTY: 05-19)

3.2.5 City’s Representative. The City hereby designates Tom Moody, Utilities 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 Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.6 Consultant’s Representative. Consultant hereby designates Rick H.

Hagmann, Vice President, Operations & Client Services, or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”).

Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

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

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant agrees that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants 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, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations; Employee/Labor Certifications. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work or Services knowing them to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Docusign Envelope ID: 34C9FBBE-4E60-4B14-92C8-CFEA537BF6C9 Docusign Envelope ID: DA48C833-68F5-4DCB-8C2D-81C7052FCF75

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PTEAM 12.29.2023 4 (CITY ATTY: 05-19)
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; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control 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 Consultant.

Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the Term of the Agreement. Consultant shall avoid any violation of any such law during the Term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.9 or any of its subsections.

3.2.9.2 Employment Eligibility; Subcontractors, Consultants, Subsubcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work 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 Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, subsubcontractors or subconsultants 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 Consultant 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, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for 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. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or Docusign Envelope ID: 34C9FBBE-4E60-4B14-92C8-CFEA537BF6C9 Docusign Envelope ID: DA48C833-68F5-4DCB-8C2D-81C7052FCF75

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PTEAM 12.29.2023 5 (CITY ATTY: 05-19)
applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

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

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

Consultant shall be solely liable for any and all costs associated with compliance with the Regulation as well asfor any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Consultant 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.

Docusign Envelope ID: 34C9FBBE-4E60-4B14-92C8-CFEA537BF6C9 Docusign Envelope ID: DA48C833-68F5-4DCB-8C2D-81C7052FCF75

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PTEAM 12.29.2023 6 (CITY ATTY: 05-19)

3.2.10 Insurance.

3.2.10.1 Time for Compliance. Promptly following the Effective Date of this Agreement, but in no event before Consultant commences any Services under this Agreement, Consultant 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. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subconsultants.

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

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto), or if Consultant 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. Consultant 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 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.

3.2.10.4 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 Consultant, including materials, parts or equipment furnished in connection Docusign Envelope ID: 34C9FBBE-4E60-4B14-92C8-CFEA537BF6C9 Docusign Envelope ID: DA48C833-68F5-4DCB-8C2D-81C7052FCF75

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PTEAM 12.29.2023 7 (CITY ATTY: 05-19)
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 Consultant’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 Consultant. (C) All Coverages. If Consultant 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 Consultant. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

3.2.10.5 Other Provisions; Endorsements Preferred. Consultant 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 Consultant:
(A) Waiver of Subrogation – All Other Policies. Consultant hereby waives all rights of subrogation any insurer of Consultant’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 Consultant.

Consultant 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. Consultant 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 Consultant. Consultant 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.

3.2.10.6 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, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.

Docusign Envelope ID: 34C9FBBE-4E60-4B14-92C8-CFEA537BF6C9 Docusign Envelope ID: DA48C833-68F5-4DCB-8C2D-81C7052FCF75

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3.2.10.7 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 Consultant 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.

3.2.10.8 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.

3.2.10.9 Verification of Coverage. Consultant 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 Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

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

3.2.10.11 Sub-Consultants. All sub-consultants shall comply with each and every insurance provision of this Section 3.2.10. Consultant shall therefore not allow any sub-consultant to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the sub-consultant has secured all insurance required under this Agreement.

3.2.10.12 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. Consultant 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 Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Services and the conditions under which the Services are to be performed.

3.2.12 Payment Bond. The California Department of Industrial Relations (“DIR”) has communicated to the City that there is a possibility that a payment bond may be required for certain services provided in connection with a public works project. Since such a requirement is currently contrary to the industry standard for the services provided by Consultant under this Docusign Envelope ID: 34C9FBBE-4E60-4B14-92C8-CFEA537BF6C9 Docusign Envelope ID: DA48C833-68F5-4DCB-8C2D-81C7052FCF75