Costa Mesa City Council
November 19, 2024

COST PROPOSAL 1

1. Calculate average hourly rate for 1st year of the contract (Direct Labor Subtotal divided b y total hours) Direct Labor
Subtotal per
Cost
Proposal
Total Hours
per Cost
Proposal
Avg Hourly
Rate
$11,002.00 / 248 = $44.36 Year 1 Avg Hourly Rate

2. Calculate hourly rate for all periods (Increase the Average hourly rate for a period by proposed escalation %) Avg Hourly
Rate
Proposed
Escalation
Year 1 $44.36 + 5% = $46.58
Year 2 $46.58 + 5% = $48.91
Year 3 $48.91 + 5% = $51.36 Year 4 Avg Hourly Rate
Year 4 $51.36 + 5% = $53.92 Year 5 Avg Hourly Rate

3. Calculate estimated hours per year (Multiply estimate % each period by total hours) Estimated %
Completed
Each Period
Total Hours
per Cost
Proposal
Total Hours
per Period
Year 1 60.00% * 248 = 148.8 Estimated Hours Year 1
Year 2 40.00% * 248 = 99.2 Estimated Hours Year 2
Year 3 0.00% * 248 = 0 Estimated Hours Year 3
Year 4 0.00% * 248 = 0 Estimated Hours Year 4
Year 5 0.00% * 248 = 0 Estimated Hours Year 5
Total 100% Total = 248

4. Calculate Total Costs includin
g Escalation (Multiply average hourly rate by the number of hours) Avg Hourly
Rate
Estimated
Hours
(calculated
above)
(calculated
above)
Year 1 $44.36 * 148.8 = $6,601.20 Estimated Hours Year 1 Year 2 $46.58 * 99.2 = $4,620.84 Estimated Hours Year 2 Year 3 $48.91 * 0 = $0.00 Estimated Hours Year 3
Year 4 $51.36 * 0 = $0.00 Estimated Hours Year 4
Year 5 $53.92 * 0 = $0.00 Estimated Hours Year 5
= $11,222.04
= $11,002.00
= $220.04 Transfer to Page 1
Direct Labor Subtotal before escalation
Estimated total of Direct Labor Salary Increase
Cost
Per Period
Total Direct Labor Cost with Escalation
Year 2 Avg Hourly
Year 3 Avg Hourly

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (CALCULATIONS FOR ANTICIPATED SALARY INCREASES)
5 Year
Contract Duration
COST PROPOSAL 1

COST PROPOSAL 1
Name: Title*:

Signature: Date of Certification (mm/dd/yyyy): 10/9/ 2024 Email: Phone Number:

Address:

List services the consultant is providing under the proposed contract:
21660 Copley Drive, Suite 270, Diamond Bar, CA 91765
*An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract.

Subconsultant to provide design plans and estimates for 28 intersections Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Prime Consultant or Subconsultant Certifying:

William Sun Principal
[email protected] 909-396-6850

2. Terms and conditions of the contract

3. Title 23 United States Code Section 112 - Letting of Contracts

4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures

5. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of

6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement.

COST PROPOSAL 1
Certification of Direct Costs:

I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, and allocable to the contract in accordance with the contract terms and the following requirements:

1. Generally Accepted Accounting Principles (GAAP)

&HUWL¿FDWLRQRI,QGLUHFW&RVWVDQG)LQDQFLDO0DQDJHPHQW6\VWHP,QGHSHQGHQW2I¿FHRI$XGLWVDQG,QYHVWLJDWLRQV5HYLVHG 
Inspector General
California Department of Transportation
Certification of Indirect Costs and Financial Management System (Note: If a Safe Harbor Indirect Cost Rate is approved, this form is not required) Consultant’s Full Legal Name:

Important: Consultant means the individual or consultant providing engineering and design related services as a party of a contract with a recipient or sub-recipient of Federal assistance. Therefore, the Indirect Cost Rate(s) shall not be combined with its parent company or subsidiaries.

Indirect Cost Rate (ICR):

Combined Rate: Or
+RPH2ႈFH5DWH
 DQG)LHOG2ႈFH5DWH
LIDSSOLFDEOH


Facilities Capital Cost of Money (if applicable):

Fiscal Period:*
* Fiscal period is annual one year applicable accounting period that the ICR was developed (not the contract period). The ICR is based on the FRQVXOWDQW¶VRQH\HDUDSSOLFDEOHDFFRXQWLQJSHULRGIRUZKLFKILQDQFLDOVWDWHPHQWVDUHUHJXODUO\SUHSDUHGE\WKHFRQVXOWDQW ,KDYHUHYLHZHGWKHSURSRVDOWRHVWDEOLVKDQ,&5
V
IRUWKHILVFDOSHULRGDVVSHFLILHGDERYHDQGKDYHGHWHUPLQHG to the best of my knowledge and belief that:
• All costs included in the cost proposal to establish the ICR(s) are allowable in accordance with the cost principles of the Federal Acquisition Regulation (FAR) 48, Code of Federal Regulations (CFR), Chapter 1, Part 31 (48 CFR Part 31)
• The cost proposal does not include any costs which are expressly unallowable under the cost principles of 48 CFR Part 31
• The accounting treatment and billing of prevailing wage delta costs are consistent with our prevailing wage policy as either direct labor, indirect costs, or other direct costs on all federally-funded A&E Consultant Contracts.
• $OONQRZQPDWHULDOWUDQVDFWLRQVRUHYHQWVWKDWKDYHRFFXUUHGVXEVHTXHQWWR\HDUHQGDIIHFWLQJWKHFRQVXOWDQW¶V RZQHUVKLSRUJDQL]DWLRQDQGLQGLUHFWFRVWUDWHVKDYHEHHQGLVFORVHGDVRIWKHGDWHRIWKLVFHUWLILFDWLRQ I am providing the required and applicable documents as instructed on the Financial Document Review Request form.

Financial Management System:
2XUODERUFKDUJLQJMREFRVWLQJDQGDFFRXQWLQJV\VWHPVPHHWWKHVWDQGDUGVIRU¿QDQFLDOUHSRUWLQJDFFRXQWLQJ records, and internal control adequate to demonstrate that costs claimed have been incurred, appropriately accounted for, are allocable to the contract, and comply with the federal requirements as set forth in Title 23
United States Code (U.S.C.) Section 112(b)(2); 48 CFR Part 31.201-2(d); 23 CFR, Chapter 1, Part 172.11(a)(2); and all applicable state and federal rules and regulations. 2XU¿QDQFLDOPDQDJHPHQWV\VWHPKDVWKHIROORZLQJDWWULEXWHV 
• Account numbers identifying allowable direct, indirect, and unallowable cost accounts; • Ability to accumulate and segregate allowable direct, indirect, and unallowable costs into separate cost accounts;
1
LIN Consulting, Inc.
156.74
01/01/2023~12/31/2023
449
&HUWL¿FDWLRQRI,QGLUHFW&RVWVDQG)LQDQFLDO0DQDJHPHQW6\VWHP,QGHSHQGHQW2I¿FHRI$XGLWVDQG,QYHVWLJDWLRQV5HYLVHG 
• Ability to accumulate and segregate allowable direct costs by project, contract and type of cost; • ,QWHUQDOFRQWUROVWRPDLQWDLQLQWHJULW\RIILQDQFLDOPDQDJHPHQWV\VWHP

• Ability to account and record costs consistently and to ensure costs billed are in compliance with FAR; • Ability to ensure and demonstrate costs billed reconcile to general ledgers and job costing system; and • Ability to ensure costs are in compliance with contract terms and federal and state requirementV Cost Reimbursements on Contracts:

I also understand that failure to comply with 48 CFR Part 16.301-3 or knowingly charge unallowable costs to Federal-Aid Highway Program (FAHP) contracts may result in possible penalties and sanctions as provided by the following:
• Sanctions and Penalties -
23 CFR Part 172.11(c)(4)
• False Claims Act - Title 31 U.S.C. Sections 3729-3733 • Statements or entries generally - Title 18 U.S.C. Section 1001 • Major Fraud Act - Title 18 U.S.C. Section 1031
All A&E Contract Information:
• Total participation amount ___________________ on all State and FAHP contracts for Architectural & (QJLQHHULQJVHUYLFHVWKDWWKHFRQVXOWDQWUHFHLYHGLQWKHODVWWKUHHILVFDOSHULRGV • The number of states in which the consultant does business is • Years of consultant’s experience with 48 CFR Part 31 is • ,GHQWLI\WKHW\SHRIDXGLWVOLVWHGEHORZWKDWWKHFRQVXOWDQWKDVKDGSHUIRUPHG LIDSSOLFDEOH

Cognizant ICR Audit Local Govt ICR Audit
Caltrans ICR Audit
CPA ICR Audit Federal Govt ICR Audit
I, the undersigned, certify all of the above to the best of my knowledge and belief and that I have reviewed the ICR Schedule to determine that any costs which are expressly unallowable under the Federal cost principles have been removed and comply with
Title 23 U.S.C. Section 112(b)(2), 48 CFR Part 31, 23 CFR Part 172, and all applicable state and federal rules and regulations. I also certify that I understand that all documentation of compliance must be retained by the consultant. I hereby acknowledge that costs that are noncompliant with the federal and state requirements are not eligible for reimbursement and must be returned to Caltrans.

Name
** Title**:

Signature: Date:

Phone**: Email**:

$QLQGLYLGXDOH[HFXWLYHRU¿QDQFLDORႈFHURIWKHFRQVXOWDQW¶VRUVXEFRQVXOWDQW¶VRUJDQL]DWLRQDWDOHYHOQRORZHUWKDQD 9LFH3UHVLGHQWD&KLHI)LQDQFLDO2ႈFHURUHTXLYDOHQWZKRKDVDXWKRULW\WRUHSUHVHQWWKH¿QDQFLDOLQIRUPDWLRQXVHGWR establish the indirect cost rate.

Note: Both prime and subconsultants as parties of a contract must complete their own forms. Caltrans will not SURFHVVORFDODJHQF\¶VLQYRLFHVXQWLODFRPSOHWHIRUPLVDFFHSWHGDQGDSSURYHGE\WKH,QGHSHQGHQW2ႈFHRI Audits and Investigations. 2
7,376,445.00
1 19
Sandy Hou Corporate Secretary/Principal
Sandy Hou
Digitally signed by Sandy Hou
DN: C=US, [email protected], O="LIN Consulting,
Inc.", CN=Sandy Hou
Date: 2024.10.08 09:20:16-07'00'
[email protected](909) 396-6850
10/08/2024
450

EXHIBIT D

PROJECT SCHEDULE
451
Proposal for SIGNAL MODERNIZATION FOR SYSTEMIC SAFETY IMPROVEMENTS FEDERAL PROJECT NO. HSIPL-5312(107)
City of Costa Mesa  TRCALAD001992.2024
1 Project Schedule
Months from Notice to Proceed
1 2 3 4 Until Project Completion
Phase 1: Detailed Citywide Traffic Signal Inventory ◆◆
Phase 2: Preliminary Design
Phase 3: Environmental Approval
Phase 4: Final Design

4.1 60% Plans ◆◆

4.2 90% Plans ◆◆

4.3 100% Plans ◆◆

4.4 LPI Timing Sheets

4.5 Right of Way

4.6 RFA for CON

4.7 Processing and Approvals
◆ ◆ Project Meeting Kimley-Horn effort Caltrans Review Period City Review Period 452

EXHIBIT E

CITY COUNCIL POLICY 100-5

453

CITY OF COSTA MESA, CALIFORNIA

COUNCIL POLICY

BACKGROUND

Under the Federal Drug-Free Workplace Act of 1988, passed as part of omnibus drug legislation enacted November 18, 1988, contractors and grantees of Federal funds must certify that they will provide drug-free workplaces. At the present time, the City of C osta Mesa, as a sub -grantee of Federal funds under a variety of programs, is required to abide by this Act. The City Council has expressed its support of the national effort to eradicate drug abuse through the creation of a Substance Abuse Committee, institution of a City-wide D.A.R.E. program in all local schools and other activities in support of a drug -free community. This policy is intended to extend that effort to contractors and grantees of the City of Costa Mesa in the elimination of dangerous drugs in the workplace.

PURPOSE

It is the purpose of this Policy to:

1. Clearly state the City of Costa Mesa’s commitment to a drug-free society.

2. Set forth guidelines to ensure that public, private, and nonprofit organizations receiving funds from the City of Costa Mesa share the commitment to a drug-free workplace.

POLICY

The City Manager, under direction by the City Council, shall take the necessary steps to see that the following provisions are included in all contracts and agreements entered into by the City of Costa Mesa involving the disbursement of funds.

1. Contractor or Sub-grantee hereby certifies that it will provide a drug-free workplace by:

A. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in Contractor’s and/or sub -grantee’s workplace, specifically the job site or location included in this contract, and specifying the actions that will be taken against the employees for violation of such prohibition;

B. Establishing a Drug-Free Awareness Program to inform employees about:

SUBJECT

DRUG-FREE WORKPLACE
POLICY
NUMBER
100-5

EFFECTIVE
DATE
8-8-89
PAGE

1 of 3

454

SUBJECT

DRUG-FREE WORKPLACE
POLICY
NUMBER
100-5

EFFECTIVE
DATE
8-8-89
PAGE

2 of 3

1. The dangers of drug abuse in the workplace;

2. Contractor’s and/or sub-grantee’s policy of maintaining a drug-free workplace;

3. Any available drug counseling, rehabilitation and employee assistance programs; and

4. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;

C. Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by subparagraph A;

D. Notifying the employee in the statement required by subparagraph 1 A that, as a condition of employment under the contract, the employee will:

1. Abide by the terms of the statement; and

2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction;

E. Notifying the City of Costa Mesa within ten (10) days after receiving notice under subparagraph 1 D 2 from an employee or otherwise receiving the actual notice of such conviction;

F. Taking one of the following actions within thirty (30) days of receiving notice under subparagraph 1 D 2 with respect to an employee who is so convicted:

1. Taking appropriate personnel action against such an employee, up to and including termination; or

2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health agency, law enforcement, or other appropriate agency;

455

SUBJECT

DRUG-FREE WORKPLACE
POLICY
NUMBER
100-5

EFFECTIVE
DATE
8-8-89
PAGE

3 of 3

G. Making a good faith effort to maintain a drug -free workplace through implementation of subparagraphs 1 A through 1 F, inclusive.

2. Contractor and/or sub-grantee shall be deemed to be in violation of this Policy if the City of Costa Mesa determines that:

a. Contractor and/or sub -grantee has made a false certification under paragraph 1 above;

b. Contractor and/or sub-grantee has violated the certification by failing to carry out the requirements of subparagraphs 1 A through 1 G above;

c. Such number of employees of Contractor and/or sub-grantee have been convicted of violations of criminal drug statutes for violations occurring in the workplace as to indicate that the contractor and/or sub -grantee has failed to make a good faith effort to provide a drug-free workplace.

3. Should any contractor and/or sub-grantee be deemed to be in violation of this Policy pursuant to the provisions of 2 A, B, and C, a suspension, termination or debarment proceeding subject to applicable Federal, State, and local laws shall be conducted. Up on issuance of any final decision under this section requiring debarment of a contractor and/or sub-grantee, the contractor and/or sub -grantee shall be ineligible for award of any contract, agreement or grant from the City of Costa Mesa for a period specified in the decision, not to exceed five (5) years. Upon issuance of any final decision recommending against debarment of the contractor and/or sub-grantee, the contractor and/or sub-grantee shall be eligible for compensation as provided by law.

456

EXHIBIT F

ARTICLE XXXII TITLE VI ASSURANCES

APPENDIX A

457

APPENDIX A

During the performance of this Agreement, the contractor, for itself, its assignees and successors in interest (hereinafter collectively referred to as CONSULTANT) agrees as follows:

a. Compliance with Regulations: CONSULTANT shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement.

b. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub -applicants, includin g procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the agreement covers a program set forth in Appendix B of the Regulations.

c. Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub - agreement, including procurements of materials o r leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.

d. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives.

Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information.

e. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:

i. withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or

ii. cancellation, termination or suspension of the Agreement, in whole or in part.

f. Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (1) through (6) in every sub -agreement, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.

CONSULTANT shall take such action with respect to any sub -agreement or procurement as the recipient or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event CONSULTANT becomes i nvolved in, or is threatened with, litigation with a sub -applicant or supplier as a result of such direction, 458

CONSULTANT may request the recipient enter into such litigation to protect the interests of the State, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.

459

EXHIBIT G

ARTICLE XXXII TITLE VI ASSURANCES

APPENDIX B

460

APPENDIX B

CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY

The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4:

NOW THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the recipient will accept title to the lands and maintain the project constructed thereon in accordance with Title 23 U.S.C., the regulations for the administration of the preceding statute, and the policies and procedures prescribed by the FHWA of the U.S.

Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations,
U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non- discrimination in Federally-assisted programs of the U.S. Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the recipient all the right, title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof.

(HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto the recipient and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real pro perty or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the recipient, its successors and assigns. The recipient, in consideration of the conveyance of said lands and interest in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the recipient w ill use the lands and interests in lands and interest in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended [, and (3) that in the event of breach of any of the above-mentioned non-discrimination conditions, the Department will have a right to enter or re - enter said lands and facilities on said lands, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction].*

(*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to make clear the purpose of Title VI.)

461

EXHIBIT H

ARTICLE XXXII TITLE VI ASSURANCES –

APPENDIX C

CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER

THE ACTIVITY, FACILITY, OR PROGRAM

462

APPENDIX C

CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE

ACTIVITY, FACILITY, OR PROGRAM

The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the recipient pursuant to the provisions of Assurance 7(a):

A. The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add “as a covenant running with the land”] that:

1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations(as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, the recipient will have the right to terminate the (lease, license, permit, etc.) and to enter, re -enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued.*

C. With respect to a deed, in the event of breach of any of the above Non -discrimination covenants, the recipient will have the right to enter or re -enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the recipient and its assigns.*

(*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.)

463

EXHIBIT I

ARTICLE XXXII TITLE VI ASSURANCES

APPENDIX D

CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER

THE ACTIVITY, FACILITY OR PROGRAM

464

APPENDIX D

CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER

THE ACTIVITY, FACILITY OR PROGRAM

A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest ,and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, “as a covenant running with the land”) that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishings of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits or, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance.

B. With respect to (licenses, leases, permits, etc.) in the event of breach of any of the above of the above Non -discrimination covenants, the recipient will have the right to terminate the (license, permits, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued.*

C. With respect to deeds, in the event of breach of any of the above Non -discrimination covenants, the recipient will there upon revert to and vest in and become the absolute property of the recipient and its assigns.

465

EXHIBIT J

ARTICLE XXXII TITLE VI ASSURANCES

APPENDIX E

466

APPENDIX E
During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees to comply with the following non-discrimination statutes and authorities, including, but not limited to:

Pertinent Non-Discrimination Authorities:

• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.

• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);

• Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), prohibits discrimination on the basis of sex;

• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CR Part 27;

• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), prohibits discrimination on the basis of age);

• Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended,(prohibits discrimination based on race, creed, color, national origin, or sex);

• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);

• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination of the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);

• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;

• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English Proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful 467

access to your programs (70 Fed. Reg. at 74087 to 74100);

• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C.1681 et seq).

468

EXHIBIT K

DEBARMENT AND SUSPENSION CERTIFICATION

469

DEBARMENT AND SUSPENSION CERTIFICATION

DEBARMENT AND SUSPENSION CERTIFICATION
(Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

The Contractor, under penalty of perjury, certifies that, except as noted below, the Contractor, its principals, and any named and unnamed subcontractor:

• Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

• Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past three years;

• Does not have a proposed debarment pending; and

• Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three years.

If there are any exceptions to this certification, insert the exceptions in the following space.

For any exception noted, indicate to whom it applies, initiating agency, and dates of action.

Exceptions will not necessarily result in denial of the award but will be considered in determining Contractor responsibility.

Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute the signature of this Certification.

CONTRACTOR: _______________________

PRINCIPAL: ___________________________ TITLE: ___________________________

SIGNATURE:___________________________ DATE: ___________________________

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EXHIBIT L

ADDITIONAL CONTRACT PROVISIONS – FEDERAL PROVISION

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ADDITIONAL CONTRACT PROVISIONS – FEDERAL PROVISION

Funds used for payment of this Contract may be from or subject to reimbursement by state and/or federal funds. Some of these funding sources require additional contractual obligations and City and Contractor hereby agree to the following additional terms and conditions. The parties agree to each of these terms for reasons including, but not limited to, meeting all contrac ting requirements as set forth in 2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II. These terms supplement the General Terms and Conditions.

I. General Provisions
A. Remedies. In the event of a breach by Contractor of any term or provision of this Agreement, the City shall have the right to pursue all available remedies at law or equity, including recovery of damages and specific performance of this Agreement. The parties heret o agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by Contractor of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, Contractor shall waive the defense that a remedy at law would be adequate. Except as expressly provided elsewhere in this Agreement, each party's rights and remedies under this Agreement are cumulative and in addition to, not e xclusive of or in substitution for, any rights or remedies otherwise available to that party.

B. Termination. The City may suspend, terminate, or abandon the execution of any work by the Contractor under this Contract with or without cause at any time upon giving the Contractor prior written notice. In the event that the City should abandon, terminate, or suspend the Contractor’s work, the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination, or abandonment, but in no event shall Contractor be entitled to more than the not to exceed amount of the Contract, or if applicable, the portion of the Contract being terminated.

C. Nondiscrimination. Consultant, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub -applicants, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including practices when the agreement covers a program set forth in Appendix B of the Regulation s. During the performance of this contract, Contractor agrees as follows:

1. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
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2. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

3. The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another e mployee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee’s essential job functions discloses the compensation of such o ther employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor’s legal duty to furnish information.

4. The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the labor union or workers’ representatives of the contractor’s commitments under section 202 of Executive Order 11246 of September 24, 1965 and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

5. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

6. The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to their books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

7. In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provi ded in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

8. The Contractor will include the portion of the sentence immediately preceding paragraph 1 and the provisions of paragraphs 1 through 8 in every subcontract or 473

purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contract or will take such action with respect to any subcontract or purchase order as the City may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

Contractor further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, that if the Contractor so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The Contractor agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and releva nt orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the dis charge of the agency’s primary responsibility for securing compliance.

The Contractor further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the Contractor agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: C ancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory ass urance of future compliance has been received from such Contractor and refer the case to the Department of Justice for appropriate legal proceedings.

These provisions are included in addition to the Equal Employment Opportunity Practices Provisions in the General Terms and Conditions and Contractor shall abide by both provisions.
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CONSULTANT shall execute Exhibit “ J,” Article XXXII Title VI Assurances, Appendix E.

D. Rights to Inventions Made Under a Contract or Agreement. If this Contract is funded in whole or part by a Federal award of funds and the Contract and/or funding meets the definition of ‘‘funding agreement’’ under 37 CFR § 401.2 (a) and the Contractor (the “recipient or subrecipient”) wishes to enter into a con tract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that ‘‘funding agreement,’’ the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, ‘‘Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,’’ and any implementing regulations issued by the awarding agency. This requir ement applies to “funding agreements,” but it does not apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Progra m, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.”

E. Clean Air Act and the Federal Water Pollution Control Act. The following provisions apply for all contracts in excess of $150,000:

1. Clean Air Act (42 U.S.C. 7401–7671q).
a. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 740, et seq.
b. The Contractor agrees to report each violation of the Clean Air Act to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropria te Environmental Protection Agency Regional Office.
c. The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance.

2. Federal Water Pollution Control Act (33 U.S.C. 1251–1387). a. The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 125, et seq.

b. The Contractor agrees to report each violation of the Federal Water Pollution Control Act to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agenc y, and the appropriate Environmental Protection Agency Regional Office.

c. The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance.
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F. Debarment and Suspension. In addition to the debarment and suspension requirements in the General Terms and Conditions and executed Debarment certificate, the following terms shall apply:

1. This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the Contractor is required to verify that none of the contractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

2. The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters.

3. This certification is a material representation of fact relied upon by the City. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

4. The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C throughout the period of the Contract. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered contracts.

G. Conflict of Interest. By executing this Contract, Contractor certifies that it does not know of any fact which constitutes a violation of Section 66 of City’s Charter; Title 9, Chapter 7 of the California Government Code (Section 87100 , et seq.), or Title 1, Division 4, Chapter 1, Article 4 of the California Government Code (Section 1090, et seq.), and further agrees promptly to notify the City if it becomes aware of any such fact during the term of this Contract. In addition, Contractor shall be in full compliance with all other conflict of interest requirements, including those contained in 2 C.F.R. § 200.318.

H. Byrd Anti -Lobbying Amendment. For any contract of $100,000 or more, Contractor shall complete the required certification (included below) Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the City.

I. Procurement of Recovered Materials.

1. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired—
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a. Competitively within a timeframe providing for compliance with the Contract performance schedule;
b. Meeting Contract performance requirements; or
c. At a reasonable price.

2. Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program .

3. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.

J. Access to Records.

CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information.

1. The Contractor agrees to provide the City, the Federal Awarding Agency, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions.

2. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

3. The Contractor agrees to provide the Federal Awarding Agency or its authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.

4. In compliance with the Disaster Recovery Act of 2018, the City and the Contractor acknowledge and agree that no language in this Contract is intended to prohibit audits or internal reviews by the Federal Awarding Agency or the Comptroller General of the United States.

K. Changes. The cost of any change, modification, change order, or constructive change must be allowable, allocable, within the scope of a funding grant or cooperative agreement, and reasonable for the completion of project scope. Changes can be made by either party to alter the method, price, or schedule of the work without breaching the Contract by entering a written amendment executed by authorized representatives. The Contract may not be modified except by a written document signed by both parties. It is mutually understood and agreed that no alterations or variations of the terms of this Contract shall be valid unless made in writing and signed 477

by the parties hereto, and that no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto.

L. Seal, Logo, And Flags. The Contractor shall not use the Department of Homeland Security, or any other Federal, state or local seals, logos, crests, or reproductions of flags or likenesses of agency officials without specific Federal Awarding Agency pre - approval.

M. Compliance with Federal Law, Regulations and Executive Orders. Contractor shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred t o as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement. This is an acknowledgement that Federal financial assistance may be used to fund all or a p ortion of the contract. The Contractor will comply with all applicable Federal law, regulations, executive orders, Federal Awarding Agency policies, procedures, and directives.

N. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impost such agreement sanctions as it or the FHWA may determine to be appropriate, including but not limited to: i) withholding of payments of CONSULTAN T under the Agreement within a reasonable period of time, not to exceed 90 days; and/or ii) cancellation, termination or suspension of the Agreement, in whole or in part.

O. No Obligation of Federal Government. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to any matter resulting from the Contract.

P. Program Fraud and False or Fraudulent Statements or Related Acts . The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this Contract.

Q. Local Preferences: To the extent that any local preferences are prohibited by funding, SLEB and other local preferences and policies have already been or are waived.

R. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701–3708). For all contracts in excess of $100,000 that involve the employment of mechanics or laborers, the following provisions, from 29 C.F.R §5.5(b) shall apply:

1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one -half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
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2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $26 for each calendar day on which such individual was required or permi tted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section.

3. Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section.

4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section.

S. Domestic Preferences for Procurements . As appropriate and to the extent consistent with law, the contractor and their subcontractor(s), to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this section:

1. “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

2. “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer - based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

T. Prohibition on Contracting for Covered Telecommunications Equipment and 479

Services.

1. Definitions. As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy 405 -143-1, Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or Services (Interim), as used in this clause—

2. Prohibitions.
a. Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. No. 115-232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after Aug ust 13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons.
b. Unless an exception in paragraph (3) of this clause applies, the contractor and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to:
(1) Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a
substantial or essential component of any system, or as critical technology of any system;
(2) Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered
telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;
(3) Enter into, extend, or renew contracts with entities that use covered telecommunications equipment or services as a
substantial or essential component of any system, or as critical technology as part of any system; or
(4) Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.

3. Exceptions.
a. This clause does not prohibit contractors from providing— 480

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
b. By necessary implication and regulation, the prohibitions also do not apply to:
(1) Covered telecommunications equipment or services that:
(a) Are not used as a substantial or essential component of any system; and
(b) Are not used as critical technology of any system.
(2) Other telecommunications equipment or services that are not considered covered telecommunications equipment or
services.

4. Reporting requirement.
a. In the event the contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the contractor is notified of such by a subcontractor at any tier or by any other source, the contractor shall report the information in paragraph (4)(b) of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information.
b. The Contractor shall report the following information pursuant to paragraph (4)(a) of this clause:
(1) Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if kn own); brand; model number (original equipment manufacturer number, manufacturer part number, or
wholesaler number); item description; and any readily
available information about mitigation actions undertaken or recommended.
(2) Within 10 business days of submitting the information in paragraph (4)(b)(i) of this clause: Any further available information about mitigation actions undertaken or
recommended. In addition, the contractor shall describe the efforts it undertook to preven t use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or
services.
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5. Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (5), in all subcontracts and other contractual instruments.

U. License and Delivery of Works Subject to Copyright and Data Rights. In order to comply with 2 C.F.R. § 200.315, Contractor grants to the City, a paid -up, royalty- free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, includin g prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this contract, the Contractor will identify such data and grant to the City or acquires on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this contract, the Contractor will deliver to the City data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this contract in formats acceptable by the City.

V. Affirmative Socioeconomic Steps for Subcontracts. As a condition for the approval of any subcontract, the prime contractor is required to take all necessary steps identified in 2 C.F.R. § 200.321(b)(1) -(5) to ensure that small and minority businesses, women’s business enterprises, and labor surplus area f irms are used when possible.

W. Solicitations for Sub -agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub – agreement, including procurements of materials of leases of equipment, each potential sub -applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’s obligations under this Agreement and the Regulations relative to non discrimination on the grounds of race, color, or national origin.

X. Incorporation of Provisions. CONSULTANT shall include the provisions of paragraphs C (Nondiscrimination), J (Information & Reports), M (Compliance with Regulations), N (Sanctions for noncompliance), and V (Solicitations for subagreements, including procurement of materials and equipment).

CONSULTANT shall take such action with respect to any sub -agreement or procurement as the recipient of FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event CONSULTANT becomes involved in, or is threatened with, litigation with a sub- applicant or supplier as a result of such direction, CONSULTANT may request the recipient enter into such litigation to protect the interests of the State, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.
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II. Construction and Repair Work. The following provisions apply to construction or repair work:

Compliance with the Davis-Bacon Act and Copeland ‘‘Anti-Kickback’’ Act. For all prime construction contracts in excess of $2,000 the following terms shall apply:

A. Davis-Bacon Act

1. All transactions regarding this Contract shall be done in compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The Contractor shall comply with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable.

2. Contractors are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor.

3. Additionally, contractors are required to pay wages not less than once a week.

B. Copeland ‘‘Anti-Kickback’’ Act

1. Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.

2. The Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the Federal Awarding Agency may by appropriate instructions require, and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.

3. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.

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EXHIBIT M

DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION

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Disadvantaged Business Enterprises (DBE) Participation
Disadvantaged Business Enterprises (DBE) Participation.

(1) CONSULTANT, subrecipient (LOCAL AGENCY), or subconsultant, shall take necessary and reasonable steps to ensure that DBEs have opportunities to participate in the contract (49 CFR 26). To ensure equal participation of DBEs provided in 49 CFR 26.5, the LOCAL AGENCY shows a contract goal for DBEs. CONSULTANT shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers.

CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate Good Faith Efforts (GFE) to meet this goal. It is CONSULTANT’s responsibility to verify at date of proposal opening that the DBE firm is certified as a DBE by using the California Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract. Additionally, the CONSULTANT is responsible to document the verification record by printing out the CUCP data for each DBE firm. A list of DBEs certified by the CUCP can be found at https://dot.ca.gov/programs/civil-rights/dbe-search.

All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts toward the goal in the following manner:
▪ 100 percent counts if the materials or supplies are obtained from a DBE manufacturer.
▪ 60 percent counts if the materials or supplies are purchased from a DBE regular dealer.
▪ Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49 CFR 26.55 defines “manufacturer” and “regular dealer.”
This AGREEMENT is subject to 49 CFR 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs.” CONSULTANTs who enter into a federally -funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California’s statewide overall DBE goal. (2) The goal for DBE participation for this AGREEMENT is twenty -six point six (26.6) percent. Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10 -02: Consultant Contract DBE Commitment attached hereto as Exhibit “P,” and incorporated as part of the AGREEMENT. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met. (3) CONSULTANT can meet DBE participation goal by either documenting commitments to DBEs to meet the AGREEMENT goal, or by documenting adequate good faith efforts to 485

meet the AGREEMENT goal. An adequate good faith effort means that the CONSULTANT must show that it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If CONSULTANT has not met the DBE goal, complete and submit Exhibit 15 -H: Proposer/Contractor Good Faith Efforts to document efforts to meet the goal. Refer to 49 CFR 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.
(4) Contract Assurance. Under 49 CFR 26.13(b): CONSULTANT, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal-aid-contracts.

Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: 1) with holding monthly progress payments; 2) Assessing sanctions; 3) Liquidated damages; and/or 4) Disqualifying CONSULTANT from future proposing as non-responsible. (5) Termination and Replacement of DBE Subconsultants.

CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the LOCAL AGENCY’s written consent. CONSULTANT shall not terminate or replace a listed DB E for convenience and perform the work with their own forces or obtain materials from other sources without authorization from the LOCAL AGENCY. Unless the LOCAL AGENCY’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02: Consultant Contract DBE Commitment form.

Termination of DBE Subconsultants.

After execution of the AGREEMENT, termination of a DBE may be allowed for the following, but not limited to, justifiable reasons with prior written authorization from the LOCAL AGENCY:
a. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project.
b. The LOCAL AGENCY stipulated that a bond is a condition of executing the subcontract and the listed DBE fails to meet the LOCAL AGENCY’s bond requirements.
c. Work requires a consultant’s license and listed DBE does not have a valid license under Contractors License Law.
d. Listed DBE fails or refuses to perform the work or furnish the listed materials (failing or refusing to perform is not an allowable reason to remove a DBE if the failure or refusal is a result of bad faith or discrimination). 486

e. Listed DBE’s work is unsatisfactory and not in compliance with the contract. f. Listed DBE is ineligible to work on the project because of suspension or debarment.
g. Listed DBE becomes bankrupt or insolvent or exhibits credit unworthiness. h. Listed DBE voluntarily withdraws with written notice from the Contract. i. Listed DBE is ineligible to receive credit for the type of work required. j. Listed DBE owner dies or becomes disabled resulting in the inability to perform the work on the Contract.
k. The LOCAL AGENCY determines other documented good cause.

CONSULTANT must use the following procedures to request the termination of a DBE or portion of a DBE’s work:
a. Send a written notice to the DBE of the CONSULTANT’s intent to use other forces or material sources and include one or more justifiable reasons listed above. Simultaneously send a copy of this written notice to the LOCAL AGENCY. The written notice to the D BE must request they provide any response within five (5) business days to both the CONSULTANT and the LOCAL AGENCY by either acknowledging their agreement or documenting their reasoning as to why the use of other forces or sources of material should not occur.
b. If the DBE does not respond within five (5) business days, CONSULTANT may move forward with the request as if the DBE had agreed to CONSULTANT’s written notice.
c. Submit CONSULTANT’s DBE termination request by written letter to the LOCAL AGENCY and include the following: 1) One or more above listed justifiable reasons along with supporting documentation; 2) CONSULTANT’s written notice to the DBE regarding the reques t, including proof of transmission and tracking documentation of CONSULTANT’S written notice; and 3) The DBE’s response to CONSULTANT’s written notice, if received. If a written response was not provided, provide a statement to that effect.

The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE termination request within five (5) business days.

Replacement of DBE Subconsultants.

After receiving the LOCAL AGENCY’s written authorization of DBE termination request, CONSULTANT must obtain the LOCAL AGENCY’s written agreement for DBE replacement. CONSULTANT must find or demonstrate GFEs to find qualified DBE replacement firms to perfor m the work to the extent needed to meet the DBE commitment.
487

The following procedures shall be followed to request authorization to replace a DBE firm:

1. Submit a request to replace a DBE with other forces or material sources in writing to the LOCAL AGENCY which must include:
a. Description of remaining uncommitted work item made available for replacement DBE solicitation and participation. b. The proposed DBE replacement firm's business information, the work they have agreed to perform, and the following: 1) Description of scope of work and cost proposal ; 2) Proposed subcontract agreement and written confirmation of agreement to perform on the Contract ; 3)Revised Exhibit 10 -O2: Consultant Contract DBE Commitment

2. If CONSULTANT has not identified a DBE replacement firm, submits documentation of CONSULTANT’s GFEs to use DBE replacement firms within seven (7) days of LOCAL AGENCY's authorization to terminate the DBE.

CONSULTANT may request the LOCAL AGENCY's approv al to extend this submittal period to a total of 14 days. Submit documentation of actions taken to find a DBE replacement firm, such as:
• Search results of certified DBEs available to perform the original DBE work identified and or other work CONSULTANT had intended to self -perform, to the extent needed to meet DBE commitment
• Solicitations of DBEs for performance of work identified • Correspondence with interested DBEs that may have included contract details and requirements
• Negotiation efforts with DBEs that reflect why an agreement was not reached • If a DBE's quote was rejected, provide reasoning for the rejection, such as why the DBE was unqualified for the work, or why the price quote was unreasonable or excessive
• Copies of each DBE's and non -DBE's price quotes for work identified, as the LOCAL AGENCY may contact the firms to verify solicitation efforts and determine if the DBE quotes are substantially higher
• Additional documentation that supports CONSULTANT’s GFE The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE replacement request within five (5) business days.
(6) Commitment and Utilization
The LOCAL AGENCY’s DBE program must include a monitoring and enforcement mechanism to ensure that DBE commitments reconcile to DBE utilization.

The LOCAL AGENCY shall request CONSULTANT to:
488

1. Notify the LOCAL AGENCY’s contract administrator or designated representative of any changes to its anticipated DBE participation

2. Provide this notification before starting the affected work

3. Maintain records including: 1) Name and business address of each 1st -tier subconsultant; 2) Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier;3) Date of payment and total amount paid to each business (see Exhibit 9-F: Monthly Disadvantaged Business Enterprise Payment)
If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.

If a DBE is decertified before completing its work, the DBE must notify CONSULTANT in writing of the decertification date. If a business becomes a certified DBE before completing its work, the business must notify CONSULTANT in writing of the certification date. CONSULTANT shall submit the notifications to the LOCAL AGENCY. On work completion, CONSULTANT shall complete Exhibit 17 -O: Disadvantaged Business Enterprises (DBE) Certification Status Change and submit the form to the LOCAL AGENCY within 30 days of contract acceptance.

Upon work completion, CONSULTANT shall complete Exhibit 17 -F: Final Report – Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors and submit it to the LOCAL AGENCY within 90 days of contract acceptance. The LOCAL AGENCY will w ithhold $10,000 until the form is submitted. The LOCAL AGENCY will release the withhold upon submission of the completed form.

In the LOCAL AGENCY’s reports of DBE participation to Caltrans, the LOCAL AGENCY must display both commitments and attainments.
(7) Commercially Useful Function
DBEs must perform a commercially useful function (CUF) under 49 CFR 26.55 when performing work or supplying materials listed on the DBE Commitment form. The DBE value of work will only count toward the DBE commitment if the DBE performs a CUF.

A DBE perfor ms a CUF when it is responsible for execution of the work of the AGREEMENT and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to mat erials and supplies used on the AGREEMENT, for negotiating price, determining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself.

CONSULTANT must perform CUF evaluation for each DBE working on a federal -aid contract, with or without a DBE goal. Perform a CUF evaluation at the beginning of the DBE’s work and continue to monitor the performance of CUF for the duration of the project.

CONSULTANT must provide written notification to the LOCAL AGENCY at least 15 days in advance of each DBE's initial performance of work or supplying materials for the 489

Contract. The notification must include the DBE's name, work the DBE will perform on the contract, and the location, date, and time of where their work will take place.

Within 10 days of a DBE initially performing work or supplying materials on the Contract, CONSULTANT shall submit to the LPA the initial evaluation and validation of DBE performance of a CUF using the LAPM 9 -J: Disadvantaged Business Enterprise Commercially Useful Function Evaluation. Include the following information with the submittal:
• Subcontract agreement with the DBE
• Purchase orders
• Bills of lading
• Invoices
• Proof of payment
CONSULTANT must monitor all DBE’s performance of CUF by conducting quarterly evaluations and validations throughout their duration of work on the Contract using the LAPM 9-J: DBE Commercially Useful Function Evaluation. CONSULTANT must submit to the LOCAL AGENCY these quarterly evaluations and validations by the 5th of the month for the previous three months of work.

CONSULTANT must notify the LOCAL AGENCY immediately if they believe the DBE may not be performing a CUF.

The LOCAL AGENCY will verify DBEs performance of CUF by reviewing the initial and quarterly submissions of LAPM 9 -J: DBE Commercially Useful Function Evaluation, submitted supporting information, field observations, and through any additional LOCAL AGENCY evaluations. The LOCAL AGENCY must evaluate DBEs and their CUF performance throughout the duration of a Contract. The LOCAL AGENCY will provide written notice to the CONSULTANT and the DBE at least two (2) business days prior to any evaluation. The CONSULT ANT and the DBE must participate in the evaluation.

Upon completing the evaluation, the LOCAL AGENCY must share the evaluation results with the CONSULTANT and the DBE. An evaluation could include items that must be remedied upon receipt. If the LOCAL AGENCY determines the DBE is not performing a CUF, the CONSULTANT must suspend performance of the noncompliant work.

CONSULTANT and DBEs must submit any additional CUF related records and documents within five (5) business days of LOCAL AGENCY’s request such as:
• Proof of ownership or lease and rental agreements for equipment • Tax records
• Employee rosters
• Certified payroll records
• Inventory rosters
490

Failure to submit required DBE Commercially Useful Function Evaluation forms or requested records and documents can result in withholding of payment for the value of work completed by the DBE.

If CONSULTANT and/or the LOCAL AGENCY determine that a listed DBE is not performing a CUF in performance of their DBE committed work, CONSULTANT must immediately suspend performance of the noncompliant portion of the work. LOCAL AGENCY may deny payment for the noncompliant portion of the work. LOCAL AGENCY will ask the CONSULTANT to submit a corrective action plan (CAP) to the LOCAL AGENGY within five (5) days of the noncompliant CUF determination. The CAP must identify how the CONSULTANT will correct the noncompliance findings for the remaining portion of the DBE's work. LOCAL AGENCY has five (5) days to review the CAP in conjunction with the CONSULTANT’s review. The CONSULTANT must implement the CAP within five (5) days of the LOCAL AGENCY's approval. The LOCAL AGENCY will then authorize the prior noncompliant portion of work for the DBE's committed work.

If corrective actions cannot be accomplished to ensure the DBE performs a commercially useful function on the Contract, CONSULTANT may have good cause to request termination of the DBE.
(8) A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, AGREEMENT, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate.
(9) If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.
(10) CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE CONSULTANT’s shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. (11) If a DBE subconsultant is decertified during the life of the AGREEMENT, the decertified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the AGREEMENT, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to LOCAL AGENCY’s Contract Administrator within thirty (30) calendar days.
(12) For projects awarded on or after March 1, 2020, but before September 1, 2023: after submitting an invoice for reimbursement that includes a payment to a DBE, but no later 491

than the 10th of the following month, the prime contractor/consultant must complete and email Exhibit 9 -F: Disadvantaged Business Enterprise Running Tally of Payments to [email protected] with a copy to local administering agencies.

For projects awarded on or after September 1, 2023: Exhibit 9 -F is no longer required.

Instead, by the 15th of the month following the month of any payment(s), the CONSULTANT must now submit Exhibit 9-P to the LOCAL AGENCY administering the contract. If th e CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P. (13) Any subcontract entered into as a result of this AGREEMENT shall contain all of the provisions of this section.

492

EXHIBIT N

CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS –
CERTIFICATION REGARDING LOBBYING (APPENDIX A, 44 C.F.R. PART 18)

493

CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS –
CERTIFICATION REGARDING LOBBYING (APPENDIX A, 44 C.F.R. PART 18)

The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subr ecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any.

Signature of Contractor’s Authorized Official Date

Name Title

494

EXHIBIT O

THE IRAN CONTRACTING ACT (ICA) OF 2010

495

THE IRAN CONTRACTING ACT (ICA) OF 2010

For Procurements of $1,000,000 or more
The California Legislature adopted the Iran Contracting Act (ICA) to respond to policies of Iran in a uniform fashion (PCC § 2201(q)). The ICA prohibits persons engaged in investment activities in Iran from bidding on, submitting proposals for, or entering into or renewing contracts with public entities for goods and services of one million dollars ($1,000,000) or more ( PCC § 2203(a)). A person who “engages in investment activities in Iran” is defined in either of two ways:

1. The person provides goods or services of twenty million dollars ($20,000,000) or more in the energy sector of Iran, including a person that provides oil or liquefied natural gas tankers, or products used to construct or maintain pipelines used to transport oil or liquefied natural gas, for the energy sector of Iran; or

2. The person is a financial institution (as that term is defined in 50 U.S.C. § 1701) that extends twenty million dollars ($20,000,000) or more in credit to another person, for 45 days or more, if that person will use the credit to provide goods or services in the energy sector in Iran and is identified on a list created by the California Department of General Services (DGS) pursuant to PCC § 2201(b) as a person engaging in the investment activities described in paragraph 1 above.

By signing below, I hereby certify that as of the time of bidding or proposing for a new contract or renewal of an existing contract, neither I nor the company I own or work for are identified on the DGS list of ineligible persons and neither I nor the com pany I own or work for are engaged in investment activities in Iran in violation of the Iran Contracting Act of 2010.

If either I or the company I own or work for are ineligible to bid or submit a proposal or to renew a contract, but I believe I or it qualifies for an exception listed in PCC § 2202(c), I have described in detail the nature of the exception:

CONTRACTOR:

PRINCIPAL: TITLE:

SIGNATURE:

496

EXHIBIT P

CONSULTANT CONTRACT DBE COMMITMENT

497
Local Assistance Procedures Manual Exhibit 10-O2
Consultant Contract DBE Commitment
EXHIBIT 10-O2 CONSULTANT CONTRACT DBE COMMITMENT

1. Local Agency: City of Costa Mesa 2. Contract DBE Goal: 20%

3. Project Description: SIGNAL MODERNIZATION FOR SYSTEMIC SAFETY IMPROVEMENTS

4. Project Location: Costa Mesa, CA

5. Consultant's Name: Kimley-Horn and Associates, Inc. 6. Prime Certified DBE: 7. Total Contract Award Amount: $300,729.25

8. Total Dollar Amount for ALL Subconsultants: $79,999.63 9. Total Number of ALL Subconsultants: 3

10. Description of Work, Service, or Materials
Supplied

11. DBE
Certification
Number

12. DBE Contact Information

13. DBE
Dollar
Amount
Environmental Documentation and Caltrans LAPM
documentation 36060
Advanced Avant-Garde Corporation
3670 W Temple Ave, Ste. 278
Pomona, CA 91768
Ana Marie Lenoue / 909-979-6586
$26,095.11
Traffic Signal 49778
Architectural Engineering Technologies, DBA AET
& Associates, Inc.
5132 Stone Canyon Avenue
Yorba Linda, CA 92886
Uyen Pham / 714-837-2177
$21,990.81
Traffic Signal Planning 28897
LIN Consulting, Inc.
21660 Copley Dr. # 270 Diamond Bar, CA 91765
Denwun Lin / 909-396-6850
$31,913.71
Local Agency to Complete this Section

14. TOTAL CLAIMED DBE PARTICIPATION
$79,999.6320. Local Agency Contract
Number:

21. Federal-Aid Project Number:

26.60%22. Contract Execution
Date:

Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate.

IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is required.
10/14/24

15. Preparer's Signature 16. Date
Jean B. Fares, PE 213-354-9402

17. Preparer's Name 18. Phone
Sr. Vice President

19. Preparer's Title

23. Local Agency Representative's Signature 24. Date

25. Local Agency Representative's Name 26. Phone

27. Local Agency Representative's Title
DISTRIBUTION: 1. Original – Local Agency

2. Copy – Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de-obligation of federal funds on contract.

ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. 10/14/24
714-754-5184
Ramin Nikoui
Senior Engineer
498

EXHIBIT Q

PROHIBITION ON EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR

LOBBYING

499

PROHIBITION ON EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR

LOBBYING

A. The CONSULTANT certifies, to the best of his or her knowledge and belief, that:

1. No State, Federal, or LOCAL AGENCY appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT, to any person for influencing or attempting to influence an officer or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension, continuation , renewal, amendment, or modification of this AGREEMENT.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this AGREEMENT, the CONSULTANT shall complete and submit Standard Form -LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. § 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars ($100,000) for each such failure.

C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier subagreements, which exceed one hundred thousand dollars ($100,000), and that all such subrecipients shall certify and disclose accordingly.

500

EXHIBIT R

COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS

501

COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS

COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS

A. The CONSULTANT agrees that 48 CFR 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost.

B. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

C. Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR 31 or 2 CFR 200 are subject to repayment by the CONSULTANT to LOCAL AGENCY.

D. When a CONSULTANT or Subconsultant is a Non -Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.

502

EXHIBIT S

RETENTION OF RECORD/AUDITS

503

RETENTION OF RECORD/AUDITS

RETENTION OF RECORD/AUDITS

For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Subconsultants, and LOCAL AGENCY shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT’s Independent CPA, shall make such workpapers and materials available at their respective offices a t all reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT and records for real property and equipment acquired with federal funds must be retained for three (3) years after final dispositi on. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, rec ords, and documents of the CONSULTANT, Subconsultants, and the CONSULTANT’s Independent CPA, that are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.

504

EXHIBIT T

AUDIT REVIEW PROCEDURES

505

AUDIT REVIEW PROCEDURES

AUDIT REVIEW PROCEDURES

A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by LOCAL AGENCY’S Chief Financial Officer.

B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing.

C. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT.

D. CONSULTANT and subconsultant AGREEMENTs, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances E. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

1. During IOAI’s review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve an y audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) comp liant ICR (e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines) is received and approved by IOAI. 506

Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) -the accepted rate reimbursed will be ninety percent (90%) of the proposed rate.

b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) -the accepted rate will be eighty-five percent (85%) of the proposed rate.

c. If the proposed rate is greater than two hundred percent (200%) -the accepted rate will be seventy-five percent (75%) of the proposed rate.

2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. IOAI will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.
a. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if IOAI is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT.
b. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR;

3. all work under this AGREEMENT has been completed to the satisfaction of LOCAL AGENCY; and, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO LOCAL AGENCY no later than sixty (60) calendar days after occurre nce of the last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

507

EXHIBIT U

SUBCONTRACTING

508

SUBCONTRACTING

SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the LOCAL AGENCY and any Subconsultants, and no subagreement shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the LOCAL AGENCY for the acts and omissions of its Subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the LOCAL AGENCY's obligation to make payments to the CONSULTANT.

B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the LOCAL AGENCY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal C. Any subagreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted.

C. CONSULTANT shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the CONSULTANT by the LOCAL AGENCY.

D. Any substitution of Subconsultants must be approved in writing by the LOCAL AGENCY Contract Administrator in advance of assigning work to a substitute Subconsultant.

E. Prompt Progress Payment
CONSULTANT or subconsultant shall pay to any subconsultant, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed CONSULTANT on account of the work performed by the subconsultants, to the extent of each subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subcons ultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount du e per month for every month that payment is not made.

In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, e ither civil, administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.

F. Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work, and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY shall designate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant. No retainage will be held by the LOCAL AGENCY from progress payments 509

due to CONSULTANT. CONSULTANTS and subconsultants are prohibited from holding retainage from subconsultants. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administr ative or judicial remedies, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant. this clause applies to both DBE and non-DBE subconsultants.

510

CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 24-397 Meeting Date: 11/19/2024
TITLE:

ACCEPTANCE OF THE CONNECTOR PIPE SCREEN INSTALLATION PROJECT, PHASE IV, CITY PROJECT NO. 23-08
DEPARTMENT: PUBLIC WORKS DEPARTMENT/ENGINEERING DIVISION PRESENTED BY: RAJA SETHURAMAN, PUBLIC WORKS DIRECTOR
CONTACT INFORMATION: SEUNG YANG, P.E., CITY ENGINEER (714) 754-5335 RECOMMENDATION:

Staff recommends the City Council:

1. Accept the work performed by United Storm Water, Inc. and authorize the City Clerk to file the Notice of Completion.

2. Authorize the City Manager to release the retention monies thirty-five (35) days after the Notice of Completion filing date; release the Labor and Material Bond seven (7) months after the filing date.

BACKGROUND:

On December 5, 2023, a construction contract was awarded to United Storm Water, Inc. for the Connector Pipe Screen Installation, Phase IV, City Project No. 23-08. The City Clerk received and opened 2 bids for this project on November 13, 2023. United Storm Water Inc., the apparent low bidder, submitted a bid proposal in the amount of $283,500.

The scope of work for this project consisted of furnishing labor and materials to complete the installation of 300 full-capture connector pipe screens in City-owned catch basin locations throughout the City. The project was completed as part of the City’sNational Pollutant Discharge Elimination System (NPDES) permit requirements and in order to comply with the Trash Amendments as required by the State Water Resources Control Board (SWRCB) and Santa Ana Regional Water Quality Control Board. The City received grant funds from Orange County Transportation Authority (OCTA) Environmental Cleanup Program (ECP) Tier 1 for 80 percent of the total project costs.

The construction is now complete and is ready to be accepted by the City Council.

511
File #: 24-397 Meeting Date: 11/19/2024
ANALYSIS:

The work required by the contract documents was completed on September 6, 2024 to the satisfaction of the City Engineer with a final contract cost of $142,695.

A summary of the costs is as follows:

Original Contract Cost: $283,500.00
Final Quantity Adjustment: ($140,805.00)
Final Contract Cost: $142,695.00
This is the final phase of installing connector pipe screens throughout the City. In prior years, the City made the commitment to install these devices on all of its storm drain catch basins during four (4) different phases. With this last installment of Phase IV, virtually all of the City’sstorm drain catch basins are now equipped with these connector pipe screens, which will now significantly reduce the amount of debris that will flow into the ocean, as well as adhering to NPDES and SWRCB regulatory requirements.

During the course of this project, it became apparent that this last phase of installation did not entirely reflect redundancies in installation from previous phases of installation. In addition, there were certain areas that were difficult to reach, as well as areas within private entities, which upon reassessment by staff, did not require new connector pipe screen installation. Therefore, due to material quantity adjustments and reassessment of storm drain catch basin locations, the final quantity of installed connector pipe screens have been reduced, resulting in an overall reduction in project costs.

As of this date, there are no Stop Notices filed against the monies due to United Storm Water, Inc.

Therefore, staff recommends that the City Council accept this project as complete and authorize the City Clerk to file the Notice of Completion.

BEFORE
AFTER

512
File #: 24-397 Meeting Date: 11/19/2024
ALTERNATIVES:

This report is administrative in nature, and therefore, there are no alternatives considered for this item.

FISCAL REVIEW:

The funds for this project were appropriated from the OCTA Environmental Cleanup Program (ECP) Tier 1 Program with 80% from Measure M2 Regional Grant Fund (Fund 415) and 20% of the City’s match portion from the Drainage Fund (Fund 209).

LEGAL REVIEW:

This report is administrative in nature, and therefore, there is no legal review required for this item.

CITY COUNCIL GOALS AND PRIORITIES:

This item supports the following City Council Goals:
· Strengthen the public’s safety and improve the quality of life. · Maintain and enhance the City’s facilities, equipment, and technology.

CONCLUSION:

Staff recommends the City Council:

1. Accept the work performed by United Storm Water, Inc. and authorize the City Clerk to file the Notice of Completion.

2. Authorize the City Manager to release the retention monies thirty-five (35) days after the Notice of Completion filing date; release the Labor and Material Bond seven (7) months after the filing date.

513

CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 24-399 Meeting Date: 11/19/2024
TITLE:

ACCEPTANCE OF CALRECYCLE SB 1383 LOCAL ASSISTANCE OWR4 GRANT FUNDS DEPARTMENT: PUBLIC WORKS DEPARTMENT / GENERAL SERVICES

DIVISION
PRESENTED BY: RAJA SETHURAMAN, PUBLIC WORKS DIRECTOR
CONTACT INFORMATION: PATRICK BAUER, DEPUTY PUBLIC WORKS DIRECTOR, 714- 754-5029
RECOMMENDATION:

Staff recommends the City Council:

1. Accept $295,972 in grant funds from the California Department of Resources Recycling and Recovery (CalRecycle) SB 1383 Local Assistance OWR4 Grant Program.

2. Authorize the City Manager or designee with signature authority to execute all documents necessary to implement the grant and all grant-related reports to CalRecycle.

3. Authorize revenue and expense appropriations in the amounts of $295,972, respectively, to account for the SB 1383 grant award in the City’s State Grant Fund (Fund 231).

BACKGROUND:

In September 2016, Governor Edmund Brown Jr. set methane emissions reduction targets for California (SB 1383 Lara, Chapter 395, Statutes of 2016) in a statewide effort to reduce emissions of short-lived climate pollutants (SLCP). SB 1383 aims to reduce emissions of SLCP by 75% by 2025; and achieve 20% edible food recovery by 2025. These regulations require jurisdictions to implement a variety of organic waste recovery programs including curbside collection, education and outreach, contamination monitoring, edible food recovery, procurement, and inspection and enforcement.

In order to assist municipalities with the implementation of the SB 1383, CalRecycle provides grants for various projects within the program. The subject Local Assistance Grant Program (OWR4) is intended to provide jurisdictions with a one-time upfront payment to assist in implementing the various programs relating to education outreach, collection, edible food recovery, enforcement and inspection, procurement, and recordkeeping. Eligible projects include:

514
File #: 24-399 Meeting Date: 11/19/2024
· Capacity Planning;
· Collection;
· Edible Food Recovery;
· Education and outreach;
· Enforcement and Inspection;
· Program Evaluation/Gap Analysis;
· Procurement Requirements; and
· Record Keeping.

During the previous cycle, the City received $159,969 as a part of the first round of SB 1383 Local Assistance Grant, which was awarded in 2022. This funding was used to cover consultant fees, education, personnel, and edible food recovery efforts.

ANALYSIS:

The FY 2022-23 Budget Act allocated $180,000,000 to be used to assist local jurisdictions in the implementation of SB 1383 regulations; CalRecycle allocated $90,000,000 to the SB 1383 Local Assistance Grant Program.

The City of Costa Mesa has taken numerous actions to address climate change and meet SB 1383 requirements. Since the City revised its municipal code and successfully updated the non-exclusive agreements with seven haulers in 2021, the City was eligible for the first round of funding.

City staff submitted a grant application again in November 2023 to support its ongoing efforts in edible food recovery, education and outreach, and capacity planning. The City was successful in securing $295,972 in grant funding in this grant cycle. Staff requests City Council to accept the grant and authorize City Manager or designee to execute the necessary agreements for the administration of the grant.

ALTERNATIVES:

The City may opt to not accept the grant funding awarded by CalRecycle. Staff does not recommend this as the City would then be required to rely on internal budget resources to meet State mandates.

FISCAL REVIEW:

Revenue and expense appropriations in the amounts of $295,972, respectively, will be established in the City’s State Grant Fund (Fund 231) for the SB 1383 Local Assistance Grant award.

LEGAL REVIEW:

The City Attorney’s Office has reviewed the staff report and it approves it as to form.

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File #: 24-399 Meeting Date: 11/19/2024
CITY COUNCIL GOALS AND PRIORITIES:

This item works toward achieving the following City Council goals:
· Advance Environmental Sustainability and Climate Resiliency · Strengthen the Public’s Safety and Improve the Quality of Life.

CONCLUSION:

Staff recommends the City Council:

1. Accept $295,972 CalRecycle’s SB 1383 Local Assistance Grant Program that was recently awarded to the City.

2. Authorize the City Manager or designee with signature authority to execute all documents necessary to implement the grant and all grant-related reports to CalRecycle.

3. Authorize revenue and expense appropriations in the amounts of $295,972, respectively to account for the SB 1383 grant award in the City’s State Grant Fund (Fund 231).

516
Request for Approval
Revised May 2024
To: Karen Kayfetz
Acting Deputy Director, Division of Circular Economy
Fr
om: Michelle Martin
Branch Chief, Financial Resources Management Branch
R
equest Date: February 14, 2024
D
ecision Subject: Awards for the SB 1383 Local Assistance Grant Program (Greenhouse Gas Reduction Fund, Fiscal Year 2022–23)
Action By: February 20, 2024 May 24, 2024
Summary of Request
Staff requests approval of 387 grant awards in the amount of $109,515,543$109,590,543 for the SB 1383 Local Assistance Grant Program (Program) for fiscal year (FY) 2022–23.

Funding
The FY 2022–23 Budget Act allocated $180,000,000 to be used to assist local jurisdictions in the implementation of regulations adopted by the Department of Resources Recycling and Recovery pursuant to Chapter 395 of the Statutes of 2016, with $9,000,000 reserved to cover administrative costs. CalRecycle allocated $90,000,000 to the SB 1383 Local Assistance Grant Program. The remaining funds were allocated to the Organics Grant Program to fund immediate, critical infrastructure needed to process organic waste as required by SB 1383.

After award of the Organics Grant Program, there was $19,590,543 remaining. Those funds were moved to the SB 1383 Local Assistance Grant making the total amount available for award to $109,590,543.

Table 1. Funding
Fund Source Amount
Available
Amount to
Fund Item
Amount
Remaining Line Item
Greenhouse Gas
Reduction Fund
$109,590,543 $109,515,543
$109,590,543
$75,000
$0
Local Assistance
Grants
Background and Findings
Statutory Authority
Senate Bill (SB) 1383 Lara, Chapter 395, Statutes of 2016, set methane emissions reduction targets for California in a statewide effort to reduce emissions of short-lived climate pollutants.

The Budget Act of 2022 authorizes CalRecycle to award grants to local jurisdictions to assist in the implementation of programs to meet these statutory requirements.

ATTACHMENT 1
517
Program Background
The SB 1383 Local Assistance Grant Program provides funding to assist local jurisdictions with meeting the requirements below:
• Provide organics collection services to all residents and businesses • Conduct education and outreach to the community
• Secure access to recycling and edible food recovery capacity • Establish edible food recovery program
• Procure recyclable and recovered organic products
• Monitor compliance and conduct enforcement

Criteria and Process
The Eligibility Criteria and Evaluation Process was approved by the Deputy Director on July 19, 2023 and was presented at the July 2023 CalRecycle Monthly Public Meeting. The Notice of Funds Available was placed on the CalRecycle web site on September 14, 2023, with an appropriate notice sent to interested parties.

Applications were due November 15, 2023, with a secondary due date of December 20, 2023, for authorizing documentation submission. CalRecycle received 390 applications requesting $78,899,869. Staff reviewed the applications in accordance with the approved evaluation and criteria. Subsequently, three applications did not meet the eligibility requirements and are therefore ineligible. The base grant award is $75,000 for eligible entities. The remaining funds will be distributed to eligible entities based on per capita calculations using the Department of Finance’s January 2023 population statistics and data provided by special districts. Staff proposes to fund 387 applications.

If additional monies become available, staff recommends funding the remaining applicants.

Listed below are the types of projects recommended for funding. The types of projects recommended for funding include but are not limited to: green bins and food waste counter pails, development of education and outreach materials, record keeping subscriptions, equipment for food rescue, compost procurement, enforcement and inspections, and personal and administrative costs.

Recommendation
Staff recommends approval of 387 grant awards as listed below for $109,515,543$109,590,543.

Table 2. Recommended Awards
518

Applicant Award Amount
Alameda County $388,722
Amador County
• City of Amador
• City of Ione
• City of Jackson
• City of Plymouth
• City of Sutter Creek
$450,000
Castro Valley Sanitary District $173,811
Central Contra Costa Solid Waste Authority dba
RecycleSmart
• City of Lafayette
• City of Orinda
• City of Walnut Creek
• Town of Danville
• Town of Moraga
$531,371
City and County of San Francisco $2,161,472
City of Adelanto $103,014
City of Agoura Hills $75,000
City of Alameda $208,212
City of Alhambra $218,610
City of Aliso Viejo $139,546
City of American Canyon $75,000
City of Anaheim $858,835
City of Antioch $306,999
City of Arcata $75,000
City of Artesia $75,000
City of Atwater $89,452
City of Auburn $75,000
City of Avalon $75,000
City of Avenal $75,000
City of Bakersfield $1,065,428
City of Banning $89,017
City of Barstow $75,000
City of Beaumont $154,625
City of Bell Gardens $107,651
City of Bellflower $207,272
City of Belmont $77,478
City of Benicia $75,891
City of Berkeley $328,023
City of Beverly Hills $90,074
City of Big Bear Lake $75,000
City of Blythe $75,000
City of Brawley $79,409
City of Brea $132,861
519

Applicant Award Amount
City of Brentwood $175,139
City of Brisbane $75,000
City of Buellton $75,000
City of Buena Park $224,342
City of Burbank $278,760
City of Burlingame $86,133
City of Calabasas $75,000
City of Calexico $108,298
City of Calimesa $75,000
City of Camarillo $187,556
City of Canyon Lake $75,000
City of Capitola $75,000
City of Carlsbad $304,687
City of Carpinteria $75,000
City of Cathedral City $141,273
City of Ceres $131,683
City of Chico $286,162
City of Chino $249,249
City of Chino Hills $207,619
City of Chula Vista $719,552
City of Citrus Heights $230,349
City of Claremont $103,281
City of Clayton $75,000
City of Clovis $330,511
City of Coachella $118,046
City of Coalinga $75,000
City of Colfax $75,000
City of Colton $145,729
City of Compton $250,756
City of Concord $324,170
City of Corcoran $75,000
City of Corona $414,610
City of Coronado $75,000
City of Costa Mesa $295,972
City of Culver City $110,849
City of Cupertino $161,264
City of Cypress $137,092
City of Daly City $270,827
City of Davis $174,062
City of Del Mar $75,000
City of Delano $142,034
City of Desert Hot Springs $92,533
City of Diamond Bar $146,317
City of Dinuba $75,000
City of Dixon $75,000
520

Applicant Award Amount
City of Dos Palos $75,000
City of Downey $296,174
City of Dublin $193,876
City of East Palo Alto $82,120
City of Eastvale $188,087
City of El Cajon $278,977
City of El Centro $123,181
City of El Cerrito $75,000
City of El Monte $283,529
City of El Segundo $75,000
City of Elk Grove $466,392
City of Emeryville $75,000
City of Encinitas $166,263
City of Escalon $75,000
City of Escondido $395,953
City of Eureka $75,785
City of Fairfield $317,573
City of Ferndale $75,000
City of Fillmore $75,000
City of Folsom $229,471
City of Fontana $561,790
City of Fort Bragg $75,000
City of Fortuna $75,000
City of Foster City $92,779
City of Fountain Valley $155,653
City of Fremont $602,222
City of Fresno $1,415,099
City of Fullerton $378,021
City of Galt $75,000
City of Garden Grove $451,318
City of Gardena $162,960
City of Glendale $503,362
City of Goleta $92,104
City of Grass Valley $75,000
City of Gustine $75,000
City of Half Moon Bay $75,000
City of Hawaiian Gardens $75,000
City of Hawthorne $229,999
City of Hayward $421,847
City of Hemet $240,915
City of Hermosa Beach $75,000
City of Hesperia $267,124
City of Hidden Hills $75,000
City of Highland $153,056
City of Holtville $75,000
521

Applicant Award Amount
City of Hughson $75,000
City of Huntington Beach $514,832
City of Huntington Park $146,058
City of Imperial $75,000
City of Imperial Beach $75,072
City of Indio $243,294
City of Industry $75,000
City of Inglewood $283,195
City of Irvine $792,738
City of Jurupa Valley $279,920
City of Kerman $75,000
City of Kingsburg $75,000
City of La Habra $168,205
City of La Mesa $164,536
City of La Puente $104,826
City of La Quinta $106,439
City of La Verne $91,104
City of Laguna Beach $75,000
City of Laguna Hills $87,140
City of Laguna Niguel $175,628
City of Laguna Woods $75,000
City of Lake Elsinore $194,453
City of Lake Forest $233,689
City of Lakewood $215,635
City of Lancaster $456,996
City of Lathrop $98,934
City of Lawndale $88,065
City of Lemon Grove $79,101
City of Lemoore $77,001
City of Lincoln $143,552
City of Livermore $227,646
City of Livingston $75,000
City of Lodi $179,747
City of Lomita $75,000
City of Lompoc $120,716
City of Long Beach $1,194,492
City of Los Alamitos $75,000
City of Los Altos $88,425
City of Los Angeles $9,758,951
City of Lynwood $179,579
City of Malibu $75,000
City of Manhattan Beach $96,873
City of Martinez $102,722
City of Maywood $75,000
City of Menifee $292,997
522

Applicant Award Amount
City of Menlo Park $92,197
City of Millbrae $75,000
City of Milpitas $217,999
City of Mission Viejo $245,907
City of Modesto $569,930
City of Montclair $105,184
City of Montebello $167,713
City of Monterey Park $161,611
City of Moorpark $99,117
City of Moreno Valley $547,390
City of Morgan Hill
• City of Gilroy
$290,583
City of Mountain View $224,560
City of Murrieta $292,904
City of Napa $207,005
City of National City $165,976
City of Newark $130,984
City of Norco $75,000
City of Norwalk $270,003
City of Oakdale $75,000
City of Oakland $1,094,382
City of Oakley $124,605
City of Oceanside $451,008
City of Ojai $75,000
City of Ontario $476,003
City of Orange $368,156
City of Orange Cove $75,000
City of Oroville $75,000
City of Oxnard $519,396
City of Pacifica $104,117
City of Palm Desert $139,155
City of Palm Springs $122,267
City of Palmdale $437,684
City of Palo Alto $182,321
City of Palos Verdes Estates $75,000
City of Paramount $143,202
City of Pasadena $362,784
City of Patterson $75,000
City of Pico Rivera $165,978
City of Pinole $75,000
City of Pittsburg $201,796
City of Placentia $144,054
City of Placerville $75,000
City of Pleasant Hill $94,576
City of Pleasanton $206,068
523

Applicant Award Amount
City of Point Arena $75,000
City of Porterville $170,155
City of Poway $133,635
City of Rancho Cordova $218,128
City of Rancho Cucamonga $457,434
City of Rancho Mirage $75,000
City of Rancho Palos Verdes $114,339
City of Rancho Santa Margarita $129,967
City of Redding $247,509
City of Redlands $194,451
City of Redondo Beach $185,221
City of Redwood City $219,107
City of Reedley $75,000
City of Rialto $274,747
City of Richmond $302,018
City of Ridgecrest $80,305
City of Rio Dell $75,000
City of Rio Vista $75,000
City of Ripon $75,000
City of Riverbank $75,000
City of Riverside $820,247
City of Rocklin $192,398
City of Rolling Hills $75,000
City of Rolling Hills Estates $75,000
City of Roseville $404,054
City of Sacramento $1,349,680
City of San Bruno $116,990
City of San Buenaventura $286,025
City of San Carlos $84,476
City of San Diego $3,551,023
City of San Dimas $96,342
City of San Fernando $75,000
City of San Gabriel $107,700
City of San Jacinto $148,186
City of San Jose $2,491,720
City of San Juan Capistrano $98,957
City of San Leandro $234,647
City of San Marcos $252,856
City of San Mateo $275,609
City of San Pablo $89,149
City of San Ramon $222,667
City of Sanger $76,049
City of Santa Ana $783,881
City of Santa Barbara $229,264
City of Santa Clara $351,102
524

Applicant Award Amount
City of Santa Cruz $171,801
City of Santa Fe Springs $75,000
City of Santa Maria $291,555
City of Santa Monica $245,580
City of Santa Paula $89,465
City of Santee $161,453
City of Scotts Valley $75,000
City of Seal Beach $75,000
City of Selma $75,000
City of Shafter $75,000
City of Solana Beach $75,000
City of South Gate $247,931
City of South Lake Tahoe $75,000
City of South San Francisco $174,647
City of Stanton $109,300
City of Stockton $835,924
City of Suisun City $81,822
City of Sunnyvale $412,829
City of Taft $75,000
City of Tehachapi $75,000
City of Temecula $290,059
City of Thousand Oaks $326,482
City of Torrance $378,497
City of Tracy $255,665
City of Trinidad $75,000
City of Tulare $188,509
City of Turlock $191,561
City of Tustin $214,092
City of Twentynine Palms $75,241
City of Union City $180,941
City of Upland $211,031
City of Vacaville $269,105
City of Vallejo $323,093
City of Vernon $75,000
City of Victorville $363,315
City of Villa Park $75,000
City of Visalia $378,430
City of Vista $266,591
City of Wasco $77,035
City of Watsonville $137,242
City of West Sacramento $148,404
City of Westlake Village $75,000
City of Westminster $242,417
City of Whittier $234,113
City of Wildomar $102,186
525

Applicant Award Amount
City of Willits $75,000
City of Winters $75,000
City of Woodlake $75,000
City of Woodland $163,146
City of Yorba Linda $181,754
City of Yucaipa $147,896
Contra Costa County $459,414
Costa Mesa Sanitary District $315,341
Del Norte Solid Waste Management Authority
• City of Crescent City
• Del Norte County
$150,000
El Dorado County $416,857
El Dorado Hills Community Services District $126,168
Fresno County $419,377
Garden Grove Sanitary District $455,122
Heber Public Utility District $75,000
Helendale Community Service District $75,000
Home Garden Community Services District $75,000
Humboldt County $191,655
Imperial County $95,705
Kensington Police Protection and Community Services
District
$75,000
Kern County $793,965
Kings County $87,593
Lake County $125,832
Los Angeles County $2,592,030
Madera County $199,091
Marin City Community Services District $75,000
Marin County Hazardous and Solid Waste Management Joint Powers Authority
• City of Belvedere
• City of Larkspur
• City of Mill Valley
• City of Novato
• City of San Rafael
• City of Sausalito
• Marin County
• Town of Corte Madera
• Town of Fairfax
• Town of Ross
• Town of San Anselmo
• Town of Tiburon
$1,157,867
526

Applicant Award Amount
Mariposa County $75,000
Mendocino County $165,846
Merced County $242,717
Midway City Sanitary District $274,786
Modoc County $75,000
Montara Water & Sanitary District $75,000
Monterey County $277,986
Monterey Regional Waste Management District (dba ReGen
Monterey)
• City of Carmel-by-the-Sea
• City of Del Rey Oaks
• City of Marina
• City of Monterey
• City of Pacific Grove
• City of Sand City
• City of Seaside
• Pebble Beach Community Services District
$612,849
Mountain House Community Service District $75,000
Nevada County $182,132
Novato Sanitary District $163,454
Orange County $350,165
Oro Loma Sanitary District $357,637
Phelan Pinon Hills Community Services District $75,360
Placer County $297,821
Plumas County $75,000
Rancho Murieta Community Services District $75,000
Regional Waste Management Authority
• City of Live Oak
• City of Marysville
• City of Wheatland
• City of Yuba City
• Sutter County
• Yuba County
$667,656
Riverside County $1,048,132
Rodeo Sanitary District $75,000
Sacramento County $1,557,735
Salinas Valley Solid Waste Authority
• City of Gonzales
• City of Greenfield
• City of King City
• City of Salinas
• City of Soledad
$722,025
527

Applicant Award Amount
San Benito County Integrated Waste Management Regional
Agency
• City of Hollister
• City of San Juan Bautista
• San Benito County
$269,157
San Bernardino County $778,319
San Diego County $1,328,221
San Gabriel Valley Council of Governments
• City of Arcadia
• City of Azusa
• City of Baldwin Park
• City of Covina
• City of Duarte
• City of Glendora
• City of Irwindale
• City of La Canada Flintridge
• City of Monrovia
• City of Pomona
• City of Rosemead
• City of San Marino
• City of Sierra Madre
• City of South El Monte
• City of South Pasadena
• City of Temple City
• City of Walnut
• City of West Covina
$2,314,899
$2,389,899
San Joaquin County $416,125
San Luis Obispo County $321,734
San Luis Obispo County Integrated Waste Management
Authority
• Avila Beach Community Services District
• California Valley Community Service District
• Cambria Community Services District
• Cayucos Sanitary District
• City of Arroyo Grande
• City of Atascadero
• City of Grover Beach
• City of Morro Bay
• City of Paso Robles
• City of Pismo Beach
• City of San Luis Obispo
• Heritage Ranch Community Service District
• Los Osos Community Services District
• Nipomo Community Service District
$1,430,723
528

Applicant Award Amount
• Oceano Community Service District
• San Miguel Community Services District
• San Simeon Community Services District
• Templeton Community Service District

San Mateo County $165,976
Santa Barbara County $365,114
Santa Clara County $245,397
Santa Cruz County $338,133
Santa Lucia Community Services District $75,000
Shasta County
• City of Anderson
• City of Shasta Lake
$328,282
Siskiyou County
• City of Dorris
• City of Dunsmuir
• City of Etna
• City of Fort Jones
• City of Montague
• City of Mount Shasta
• City of Tulelake
• City of Weed
• City of Yreka
$750,000
Solano County $75,000
Sonoma County Waste Management Agency
• City of Cloverdale
• City of Cotati
• City of Healdsburg
• City of Petaluma
• City of Rohnert Park
• City of Santa Rosa
• City of Sebastopol
• City of Sonoma
• Sonoma County
• Town of Windsor
$1,537,564
Stanislaus County $292,184
Tamalpais Community Services District
• Almonte Sanitary District
• Alto Sanitary District
• Bolinas Community Public Utility District
• Homestead Valley Sanitary District
• Las Gallinas Valley Sanitary District
• Strawberry Recreation District
$535,781
529

Applicant Award Amount
Tehama County Solid Waste Management Agency
• City of Corning
• City of Red Bluff
• City of Tehama
• Tehama County
$340,333
Town of Apple Valley $202,280
Town of Atherton $75,000
Town of Colma $75,000
Town of Hillsborough $75,000
Town of Loomis $75,000
Town of Mammoth Lakes $75,000
Town of Paradise $75,000
Town of Portola Valley $75,000
Town of Truckee $75,000
Town of Woodside $75,000
Town of Yucca Valley $75,000
Tulare County $354,476
Tuolumne County
• City of Sonora
$211,328
Upper Valley Waste Management Agency
• City of Calistoga
• City of St Helena
• Napa County
• Town of Yountville
$300,000
Ventura County $246,469
West Contra Costa Integrated Waste Management Authority • City of Hercules
$76,194
West Valley Solid Waste Management Authority
• City of Campbell
• City of Monte Sereno
• City of Saratoga
• Town of Los Gatos
$374,757
Yolo County $99,195
Total Award $109,515,543
$109,590,543

Revisions were made to the RFA because one of the participating jurisdictions was not able to resolve the outstanding debt issue in time and were subsequently removed from the grant award.
530
Deputy Director Action
On the basis of the information and analysis in this Request for Approval and the findings set out herein, I hereby conditionally approve the grant awards for the SB 1383 Local Assistance Grant Program as listed in Table 2. Each proposed grantee’s award is subject to three conditions:

1. The recommended grantee must pay all outstanding debts due to CalRecycle, or bring current any outstanding payments owed to CalRecycle, within 60 days of the date of the award email.

2. The recommended grantee is responsible for submitting all outstanding documents required by CalRecycle during the application process, as well as those identified in the Application Guidelines and Instructions, prior to the release of funding.

3. The recommended grantee must have a valid Resolution in place within 60 days of the date of the award email.

Signed By: Karen Kayfetz, Acting Deputy Director May 30, 2024 Karen Kayfetz Dated
Acting Deputy Director

531

CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 24-402 Meeting Date: 11/19/2024
TITLE:

AWARD THE MAINTENANCE SERVICES AGREEMENT FOR SIDEWALK INSPECTIONS WITH

PRECISION CONCRETE CUTTING
DEPARTMENT: PUBLIC WORKS DEPARTMENT/MAINTENANCE SERVICES DIVISION PRESENTED BY: RAJA SETHURAMAN, PUBLIC WORKS DIRECTOR
CONTACT INFORMATION: ROBERT RYAN, MAINTENANCE SERVICES MANAGER, (714) 754-5123
RECOMMENDATION:

Staff recommends the City Council:

1. Award the Maintenance Services Agreement (MSA) for citywide sidewalk inspections with Precision Concrete Cutting, for an initial two-year period with three one-year renewal periods for a not-to-exceed annual amount of $150,000.

2. Authorize the City Manager or designee to execute the agreement and future amendments to this agreement within Council authorized limits.

BACKGROUND:

The City of Costa Mesa has over 1,500,000 linear feet of sidewalk throughout the City. Historically, the Public Works Department has utilized a combination of in-house staff and outside contractors to maintain uneven sidewalk lifts and gutter flow locations throughout the City by grinding down offsets of 1/2 inch to 3/4 inch. Temporary asphalt ramps are installed to address offsets that are greater than 3/4 inch and those locations are then added to a list for future sidewalk replacement projects.

ANALYSIS:

Staff is continuously seeking methods to ensure that City sidewalks are safe, accessible and ADA- compliant. Precision Concrete Cutting was identified as a contractor that can provide comprehensive Sidewalk Assessment Surveys using specialized GPS software to identify problem areas and provide an in-depth report and recommendations to resolve those issues. The survey will provide the size and severity of the offset, prioritize the offsets for remediation based on risk factors, and track areas that require complete replacement. All data will be summarized by street segment and physical address. Repairs to the sidewalks will be performed under separate agreements with outside contractors as well as by City staff.

In order to identify a scope of work and a contract that met the needs of the City, staff compared

532
File #: 24-402 Meeting Date: 11/19/2024
In order to identify a scope of work and a contract that met the needs of the City, staff compared contracts between Precision Concrete Cutting and other government agencies using a competitive pricing arrangement. Subsequently, staff identified a cooperative agreement between CollegeBuys and Precision Concrete Cutting for on-call sidewalk assessment, which included a well-defined scope of work that addressed all of staff concerns and criteria (Attachment 1). The term of the agreement is for an initial two (2) year period with the option for three (3) additional one-year extensions. This agreement through CollegeBuys meets all of the City of Costa Mesa’spurchasing requirements and the State of California in regard to regional cooperative purchasing agreements. CollegeBuys established pre-approved contractors following a nationwide competitive process. This assures that the City receives the lowest available pricing and meets the competitive bidding process requirements, and has been utilized successfully to procure services in the past.

Staff recommends that the City Council award the Maintenance Services Agreement (Attachment 2) to Precision Concrete Cutting in the amount of $150,000 annually over the contract period. This will provide assessment and implementation of recommendations for approximately 20 percent of City sidewalks annually.

ALTERNATIVES:

Staff could advertise its own separate Invitation for Bid and not utilize an already existing eligible competitive agreement. However, this alternative would not result in locating a higher-rated company with more competitive pricing than received through the cooperative agreement with College Buys.

Additionally, the City would be without critical surveying services until the new process and contract award are completed creating further delays.

FISCAL REVIEW:

The funding for this contract is available in the Fiscal Year 2024-25 budget and future Public Works Department budget, which includes, but are not limited to, the General Fund (Fund 101), Gas Tax Fund (Fund 201), Capital Improvement Fund (Fund 401), and other funds on an as-needed basis.

LEGAL REVIEW:

The City Attorney’sOffice has reviewed this report, prepared the Maintenance Services Agreement, and approves them both as to form.

CITY COUNCIL GOALS AND OBJECTIVES:

This agreement works toward achieving the following City Council goal:
· Strengthen the public’s safety and improve the quality of life. · Maintain and Enhance the City’s Infrastructure, Facilities, Equipment, and Technology.

533
File #: 24-402 Meeting Date: 11/19/2024
CONCLUSION:

Staff recommends the City Council:

1. Award the Maintenance Services Agreement (MSA) for citywide sidewalk inspections with Precision Concrete Cutting, for an initial two-year period with three one-year renewal periods for a not-to-exceed annual amount of $150,000.

2. Authorize the City Manager or designee to execute the agreement and future amendments to this agreement within Council authorized limits.

534
CollegeBuys
Master Services Agreement
Agreement No. 00006494
FOUN DATCO for CALIFO R IA
I OMMUNTTY CoLLEGES
This Master Agreement ("Agreement") is entered into between the Foundation for California Community Colleges, a California 501(c)(3) nonprofit organization , ("Foundation") and Precision Emprise LLC dba Precision Concrete Cutting a California limited liability company, ("Supplier").

By signing this Agreement , the Parties acknowledge their acceptance of all the terms and conditions in this Agreement and any exhibits attached hereto (collectively the "Agreement").

The term of this Agreement is December 1, 2022 through November 30, 2025 The parties agree to com1lly with the terms and conditions of the following exhibits which are by this reference made a part of the Agreement.

Recitals
Terms and Conditions
Special Terms and Conditions
Notices
General Provisions
Products and Services
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Supplier Commitment & Program Promotion

Page3

Sample Form of Supplier Quarterly Reporting to Foundation Cooperative Utilization
Contract Amendments/Modifications
THE PARTIES HEREBY EXECUTE THIS AGREEMENT.

SUPPLIER
dfatc cuw@t By: Marc Cussenot (D ec 1, 2022 13:44 PST)
Print Name: Marc Cussenot
Title: CEO _____________ _
Date: Dec 1, 2022
SUPPLIER - second signature if applicable
By:

Print Name: _____________ _
Title: _______________ _
Date: _______________ _

FOUNDATION FOR CALIFORNIA

COMMUNITY COLLEGES
By: JORGE ALES (Dec 1, 2022 12:46 PST)
Print Name: Jorge J.C. Sales
Title: Vice President of Program Development
Dec 1, 2022 Date: _______________ _

FOUNDATION FOR CALIFORNIA
COMMUNITY COLLEGES - signature 2 if applicable
By: c&::

Print Name: ---"-Jo=sc:.ep~h'--'O"-'u=in=t=an= a ______ _ Title: ____ C =h=i=ef~Op'-"-"'er= a=tin= g ~O ~ffi= 1 =ce~r ____ _ Date: Dec 2, 2022
1 of 30
Agreement No. 0000 6494
ATTACHMENT 1
535

EXHIBIT A
(Master Services Agreement)

RECITALS

1. WHEREAS , the Foundation is a 50l(c)(3) nonprofit organization and established the official auxiliary organization for the California Community College Board of Governors and the California Community Colleges Chancellor's Office in accordance with California Education Code 72670.5 and may enter into systemwide agreements on behalf of the California Community Colleges in accordance with California Public Contract Code 20661;

2. WHEREAS , the Foundation developed, supports, and operates CollegeBuys , a cooperative purchasing program designed to pool the purchasing power of public and private schools across the nation and, as a result, the Foundation is in a unique and valuable position to provide Supplier with marketing and promotional services for Supplier's products and/or services;

3. WHEREAS , the Foundation has determined that it is a benefit to establish a Master Agreement with established suppliers so that any or all California public agencies, public and private school districts, or public and private colleges or universities may purchase products at prices stated in this Agreement;

4. WHEREAS, Supplier provides trip hazard repair for uneven sidewalks and other concrete walkways as agreed upon in this Agreement and attached hereto as Exhibit F;

5. WHEREAS, Supplier desires to make this Master Agreement available to public and private school districts, as well as public and private colleges or universities (hereinafter referred to individually as "Participating Agency " or collectively as "Participating Agencies") , specifically including California Community Colleges, which are supported, in part, by the Foundation ; and

6. WHEREAS , Foundation seeks to offer and raise awareness of Supplier's products and/or services to Participating Agencies in exchange for an administrative fee. 2 of 30
Agreement No. 00006494 536

EXHIBITB
(Master Services Agreement)

TERMS AND CONDITIONS

1. Master Agreement. The Agreement of the parties consists of this Master Agreement (including the above recitals and these Terms and Conditions) and all Exhibits attached hereto or subsequently signed by the parties. This Master Agreement and all applicable Exhibits are hereinafter collectively referred to as the "Agreement. " In the event of a conflict between the Terms and Conditions and any Exhibits, the Terms and Conditions shall take precedence.

2. Products and Services Ordered. Subject to the terms of this Agreement , Foundation will provide this Master Agreement to interested Participating Agencies for the services and or products identified in Exhibit F.

3. Administration. Foundation shall perform all of its duties , responsibilities and obligations as administrator of purchases under the Agreement as set forth herein, and Supplier hereby agrees that Foundation shall act in the capacity of administrator of purchases under the Agreement.

4. Purchasing. With respect to any purchases by Participating Agencies pursuant to the Agreement, Foundation: (i) shall not be construed as a dealer , re-marketer , representative , partner or agent of any type of the Supplier , or said Participating Agency; (ii) shall not be obligated , liable or responsible for any order made by Participating Agencies or any employee thereof under the Agreement or for any payment required to be made with respect to such order ; and (iii) shall not be obliged , liable or responsible for any failure by any Participating Agencies to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the Agreement. Foundation makes no representation or guaranty with respect to any minimum purchases by any Participating Agencies or any employee thereof under this Agreement.

5. Term.
a. This Agreement shall begin on December 1, 2022 ("Effective Date") and shall terminate on November 30, 2025, unless extended in accordance with term 5(b) below. b. The Foundation and Supplier, upon mutual consent , shall have the option to extend the Term for seven (7) additional one (1) year periods ("the Extended Term"). If the option for the Extended Terms are exercised, all terms and conditions set forth herein shall be applicable to the Extended Terms , except as expressly modified by written modifications duly executed on behalf of the Foundation and Supplier. In the event that any of, or a portion of, the extension options are not exercised and additional time is required by the Foundation to initiate a new Term extension or subsequent Agreement , Supplier agrees to continue to provide goods and/or services to the Participating Agencies on a month to month basis , for a period not to exceed six ( 6) months , at the prices, terms and conditions currently at the Agreement expiration date. 3 of 30
Agreement No. 00006494 537

6. Termination . This Agreement may be terminated by the Foundation for any reason, without penalty, at any time by providing Supplier with written notice of the termination at least thirty (30) days in advance.

7. Payment Terms. The payment obligations of the purchaser shall be set forth in the Agreement attached herein addressing the specific service and or product being ordered. Also, see Quarterly Fees & Reporting below for specific requirements.

8. Assignment. The Foundation 's rights and obligations hereunder may be assigned at Foundation's sole discretion to an existing or newly established legal entity that has the authority and capacity to perform Foundation's obligations hereunder. Supplier may assign its rights and obligations hereunder to an existing or newly established legal entity that has the authority and capacity to perform Supplier's obligations hereunder with the prior written consent of the Foundation.

9. Use of Logo. The Foundation's prior review and written approval is required for any use of the Foundation or CollegeBuys name or logo by the Supplier in marketing materials including but not limited to: press releases , print pieces, broadcast emails, and website postings. l 0. Insurance . Upon request within ten (10) days of formal commitment to utilize the Agreement , the Supplier and each Subcontractor identified in its Subcontractors List issued by the Supplier shall deliver to the agency taking part in the agreement Certificates of Insurance evidencing the insurance coverage in the minimum amounts noted below. The foregoing notwithstanding , a Participating Agency may require additional or different insurance coverage or minimum amounts in connection with the use of the agreement. In such event, such additional or different insurance requirements shall be noted in writing from the Participating Agency, and the Supplier shall comply with the same. a. Workers' Compensation Insurance . The Supplier and all Subcontractors to the Supplier shall obtain and maintain Workers' Compensation Insurance with coverage amounts under such policies in accordance with applicable law.
b. Commercial General Liability Insurance . The Supplier and all Subcontractors to the Supplier shall obtain and maintain Commercial General Liability Insurance Policies covering: injuries, including accidental death, to persons , damage to property , completed operations, and contractual liability. Minimum coverage amounts under each such Commercial General Liability insurance policy shall be One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate .
c. Modifications: Cancellation : Additional Insured. Each Participating Agency hereunder shall be additional named insured to the Commercial General Liability insurance policies of the Supplier and its Subcontractors. The Workers' Compensation insurance policy and the General Liability insurance policy of the Supplier and each Subcontractor shall include provisions that the policy terms will not be materially modified and the policy will not be cancelled or terminated without at least thirty (30) days advance written notice to the Participating Agency, as applicable.
4 of 30
Agreement No. 00006494 538

11. Special Provisions.
a. Promotion.

1. Supplier Commitments. Supplier has reviewed, understands and agrees to the Supplier Commitments and Program Promotion attached hereto and incorporated herein as Exhibit G.

11. Availability of Master Agreement. Upon request, Supplier shall make available to interested Participating Agencies a copy of the Master Agreement as may be necessary for such agencies to evaluate potential purchases. b. Quarterly Fees & Reporting.

1. Quarterly Administrative Fee. Supplier shall pay Foundation a quarterly administrative fee in the amount of 3% of the total purchase invoice, less taxes, additional services (excluding included services) and transportation for all purchases of Participating Agencies under said Master Agreement and provide the Foundation with an electronic accounting report, in a format prescribed by the Foundation, summarizing all purchases under the Agreement. A sample of the reporting format appears at Exhibit H. Quarterly reports are due within fifteen (15) calendar days after the conclusion of the preceding quarter. Quarterly administrative fees applicable to each quarter, are due within thirty (30) days of the end of each calendar quarter. The Foundation reserves the right, upon thirty (30) days advance notice to the Supplier, to change the prescribed reporting format.

Administrative fee payments shall be made by check to the Foundation for California Community Colleges.

11. Accounting. Supplier shall at its expense maintain an accounting of all purchases made by Participating Agencies. The Foundation reserves the right to audit the accounting for a period of four ( 4) years from the date the Foundation receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by the Foundation. Quarterly reports and the administrative fee applicable to each quarter, as described in item l l(b )(i) above, are due within thirty (30) days of the end of each calendar quarter. m. Default. Failure to provide a quarterly report and/or payment of the administrative fee within the time and manner specified in item 11 (b )(i) shall be regarded as a material breach under this Agreement and if not cured within thirty (30) days of written notice to Supplier, shall be deemed a cause for termination of the Agreement at the Foundation's sole discretion. All administrative fees not paid within thirty (30) days of the end of each quarter shall bear interest at the rate of one and one half percent (1.5%) per month until paid.
1v. Errors and Omissions. Supplier is provided ninety (90) days or until the conclusion of the subsequent quarter (whichever comes first) from when a quarterly report was due or submitted, to correct error(s) and/or omissions(s) on a quarterly report; and/or to recover an overpayment of the administrative fee from the Foundation.

Once the ninety (90) days or the conclusion of the subsequent quarter (whichever 5 of 30
Agreement No. 00006494 539
comes first) has lapse, the Foundation also reserves the right to recover any unpaid administrative fee(s) from the Supplier discovered during an audit conducted pursuant to Section ll(b )(ii) above, and/or the correction of error(s) and/or omission(s) on quarterly report(s).
v. Right to Compare Records. Foundation or its designee may, at the Foundation's sole discretion, compare Participating Agency records with quarterly reports submitted by Supplier. If there is a discrepancy, the Foundation will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to the Foundation's reasonable satisfaction. If the Supplier does not so resolve the discrepancy, the Foundation shall have the right to engage outside services to conduct an independent audit of Supplier's quarterly reports. Supplier shall be obligated to reimburse any and all Foundation's costs and expenses related to or connected with the record and report reviews, the audit, Foundation staff time and expenses, counsel, and collection. 6 of 30
Agreement No. 00006494 540

EXHIBIT C
(Master Services Agreement)

SPECIAL TERMS AND CONDITIONS

1. Iran Contracting Act Verification. If the estimated spend throughout the life of this Agreement is estimated to exceed one million dollars, ($1,000,000.00), Supplier must appropriately fill out and sign the Iran Contacting Act Verification, as specified under Public Contract Code§§ 2202 - 2208.

2. Work-Site Conditions. Supplier shall keep the work site clean and free from unreasonable accumulation of excess dirt, materials or waste caused by Supplier. Supplier shall dispose of all materials and debris accumulated in conjunction with completing this work off campus daily.

Supplier shall not use Participating Agency refuse containers, unless authorized by designated Participating Agency representative. Supplier will be required to coordinate reclamation/disposal of all materials. Supplier shall provide Participating Agency with proof ofreclamation.

3. Prevailing Wage. Supplier must adhere to all applicable laws and codes pertaining to licensing, prevailing wage rates, bonding, labor code requirements, etc., and ensure that the same is adhered to by any sub-contractor during performance under the Agreement.

4. Professional Licenses. Supplier must possess all trade, professional or business licenses as may be required to provide products and services for Participating Agency.

5. Price Increases. Supplier shall hold firm List Prices in Exhibit F for the first year of the contract.

Thereafter, a price increase can occur no more than once per a 365-day period. a. Supplier agrees to present any and all Price Increase Requests to Foundation at least ninety (90) days prior to the requested increase start date, including all pertinent support documentation that will allow Foundation to effectively and efficiently evaluate the Request.
b. Foundation reserves the right to either deny or negotiate any price increase requested. c. Price increases will not be effective until Supplier receives the expressed written approval from Foundation. Foundation will issue a letter of acceptance to Supplier stating the earliest date the price increase can go into effect. This will be a minimum of sixty (60) days from date of acceptance.
d. Following acceptance, Supplier is responsible for communicating the price increase acceptance to all Participating Agencies who have ordered, or requested a quotation, within thirty (30) days of approval.
e. At minimum, Supplier will be asked to honor any quotation made with the old pricing for ninety (90) days from effective date of the price increase. 7 of 30
Agreement No. 00006494 541

INSTALLATION REQUIREMENTS
Installation, maintenance and repair must meet or exceed any applicable Federal, State, and Local Building Codes, Requirements, or Standards. The Supplier is the expert in all projects and situations and is responsible for site inspection and to advise the purchasing entity on the proper product, preparation work, and installation.

For installation of all materials, installer shall use only trained and experienced applicators who are familiar with the requirements of this work.

In acceptance, or rejection of installed product, no allowance will be made for lack of skill on the part of the installer.
8 of 30
Agreement No. 00006494 542

IRAN CONTRACTING ACT VERIFICATION
(Public Contract Code sections 2202-2208)
Prior to bidding on, submitting a proposal or executing a contract or renewal for goods or services of $1,000,000 or more, a Supplier must either: a) certify it is not on the current list of persons engaged in investment activities in Iran created by the California Department of General Services ("DGS") pursuant to Public Contract Code section 2203(b) and is not a financial institution extending twenty million dollars ($20,000,000) or more in credit to another person, for 45 days or more, if that other person will use the credit to provide goods or services in the energy sector in Iran and is identified on the current list of persons engaged in investment activities in Iran created by DGS; or b) demonstrate it has been exempted from the certification requirement for that solicitation or contract pursuant to Public Contract Code section 2203(c) or (d).

To comply with this requirement, please insert your supplier or financial institution name and Federal ID Number (if available) and complete .2.!!.£ of the options below. Please note: California law establishes penalties for providing false certifications, including civil penalties equal to the greater of $250,000 or twice the amount of the contract for which the false certification was made; contract termination; and three-year ineligibility to bid on contracts. (Public Contract Code section 2205.) OPTION #1 - THIS PROJECT IS LESS THAN $1,000,000.

OPTION #2 - CERTIFICATION
I, the official named below, certify I am duly authorized to execute this certification on behalf of the suppler/financial institution identified below, and the vendor /financial institution identified below is not on the current list of persons engaged in investment activities in Iran created by DGS and is not a financial institution extending twenty million dollars ($20,000,000) or more in credit to another person/vendor, for 45 days or more, if that other person/vendor will use the credit to provide goods or services in the energy sector in Iran and is identified on the current list of persons engaged in investment activities in Iran created b DGS \T
Supplier Name/Financial Institution Federal ID Number (or n/a) Precision Emvrise LLC dba Precision Concrete Cuttinz 82-1353472 By (Authorized Signature) #qre eurwpt Date Executed:

Marc Cussenot (Dec 1, 202213:44 PST) Dec 1, 2022
Printed Name and Title of Person Signing: Marc Cussenot, CEO OPTION #3 - EXEMPTION
Pursuant to Public Contract Code sections 2203(c) and (d), a public entity may permit a vendor /financial institution engaged in investment activities in Iran, on a case-by-case basis, to be eligible for, or to bid on, submit a proposal for, or to enter into or to renew, a contract for goods and services.

If you have obtained an exemption from the certification requirement under the Iran Contracting Act, please fill h . £ . b 1 d h d . d . h . 1 1 out t e m ormatlon e ow, an attac ocumentat10n emonstratmg t e exempt10n aoorova .

Supplier Name/Financial Institution (Printed)
By (Authorized Signature):

Printed Name and Title of Person Signing
9 of 30
Agreement No. 00006494
Federal ID Number (or ,,,J,--,)
Date Executed:
543

EXHIBITD
(Master Services Agreement)

NOTICES
Unless otherwise expressly provided herein , all reports , notices or other written or electronic communications given hereunder shall be delivered by email or by express delivery requiring signature on receipt to the addresses as set forth below. Foundation may, by written or electronic notice delivered to Supplier , designate any different electronic or physical addresses to which subsequent reports, notices or other communications shall be sent.

FOUNDATION:

Foundation for California Community Colleges
CollegeBuys Program
1102 Q Street, Suite 4800
Sacramento , CA 95811
cbreporting @foundationccc .org
SUPPLIER:

Precision Emprise LLC dba Precision Concrete Cutting
Marc Cussenot
335 Beach Road
Burlingame , CA 94010
415.638.7006
mcu ssenot @PCCnorcal.com
10 of 30
Agreement No. 00006494 544

EXHIBITE
(Master Services Agreement)

GENERAL PROVISIONS

1. Entire Agreement. This Agreement supersedes any and all other agreements , either oral or in writing , between the parties hereto with respect to the subject matter hereof , and no other agreement , statement , or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding.

2. Modification and Waiver. Except as provided otherwise herein , this Agreement may not be modified except by a writing signed by an authorized representative of both parties. A waiver by either party of its rights hereunder shall not be binding unless contained in a writing signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision shall not constitute a waiver of such provision on any other occasion unless expressly so agreed in writing.

3. Severability. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatsoever.

4. Counterparts. This Agreement may be executed in several counterparts , each of which shall be an original and all of which shall constitute but one and the same instrument.

5. Choice of Law. This Agreement shall be governed exclusively by and construed in accordance with the applicable laws of the State of California , excluding its choice oflaw rules. Any action or proceeding seeking any relief under or with respect to this Agreement shall be brought solely in the Superior Court of the State of California for the County of Sacramento, subject to transfer of venue under applicable State law.

6. Binding Power. This Agreement shall inure to the benefit of and shall be binding upon the Foundation , the Supplier and any successor and assign thereto ; subject , however , to the limitations contained herein.

7. Independent Parties. This Agreement does not constitute , give effect to, or otherwise imply a joint venture , pooling arrangement , partnership , or formal or informal business organization of any kind, or (except as expressly set forth herein) any sort of agency relationship between the parties. Neither party will, or will have the power to, bind the other party to any third party without the prior written consent of the other party. The relationship of Supplier and the Foundation under this Agreement is that of independent contractors. Neither party (the "Acting Party") will have the authority to make any agreement or commitment , or incur any liability on behalf of the other party, nor shall such other party be liable for any acts, omissions to act, contracts , commitments , promises , or representations made by the Acting Party. Except as expressly set forth herein , this Agreement does not restrict either party from conducting business with any third party. 11 of 30
Agreement No. 00006494 545

8. Indemnification. Supplier, its heirs and/or its assigns ("lndemnitor") will indemnify, defend and hold Foundation, and its directors, officers, employees, and agents (collectively "Indemnitees") harmless from all losses, liabilities, claims, demands, costs, expenses and damages, including reasonable attorneys' fees and costs, resulting from, arising out of, or connected with (a) the performance of its obligations under this Agreement or omissions relating to same by Indemnitor, Indemnitor's employees, Indemnitor's subcontractors, or any person or entity for whom Indemnitor is responsible; (b) any breach by Indemnitor of this Agreement; (c) Indemnitor's or Indemnitees' infringement or misappropriation of any intellectual property rights relating, in any way, to the performance of Services and/or (d) any willful or negligent act or omission by Indemnitor or any person or entity for whom Indemnitor is responsible. Indemnitor' s indemnification obligations will not be limited by any assertion or finding that (1) Indemnitees are liable by reason of non-delegable duty, or (2) losses were caused in part by the negligence, breach of contract, or violation oflaw by Indemnitees. Foundation must approve the extension of all settlement offers and approval will not be unreasonably withheld. The Indemnitor will furnish Indemnitees with all related evidence in its control regardless of any disputes. The duty to defend (including by counsel) shall arise regardless of any claim or assertion including, but not limited to, those claims or assertions that Indemnitees caused or contributed to the losses, liabilities, claims, demands, costs, expenses or damages. Nothing in this Agreement shall constitute a waiver or limitation of any rights which Indemnitees may have under applicable law, including without limitation, the right to implied/equitable indemnity.

9. Good Faith Cooperation. The parties to this Agreement shall cooperate fully in the execution of any and all other documents and in the completion of any additional actions that may be necessary or appropriate to give full force and effect to the terms and intent of this Agreement.

10. Authorized Representative. The persons who have signed this Agreement warrant that they are legally authorized to do so on behalf of the respective Parties, and by their signatures to bind the respective Parties to this Agreement.
12 of 30
Agreement No. 00006494 546

PRODUCTS AND SERVICES

EXHIBITF
(Master Services Agreement)
13 of 30
Agreement No. 00006494 547
Lowest Price Commitment Certification
In accordance with regulations established for California Public Contract Code 2066l(a)(2) and California Code of Regulations Title 5 section 5913 l(b), the Foundation shall require a vendor to certify that the goods or services provided pursuant to the contract shall carry the lowest cost available upon the same terms, conditions, and specifications. As such, Supplier certifies that the cost to each California Community College District that is a beneficiary of this Agreement is lower than the cost a California Community College District could obtain through its standard contracting procedures and is the lowest cost available for the same products and/or services in Exhibit F, upon the same terms, conditions, and specifications herein. This certification does not preclude Supplier from providing greater discounts than outlined in Exhibit F to a California Community College District in recognition of unique factors such as volume spend. [SUPPLIER]
flan Cur:reMt By: Marc Cussenot (Dec 1, 202213:44 PST)
Print Name: Marc Cussenot
14 of 30
Agreement No. 00006494
Date: Dec 1, 2022
Title:_---'C=E=-O=--------
548
Billing Units: Services are billed in "Inch Feet". An inch foot is calculated by measuring the average height of the sidewalk off-set and multiplying this average by the length of the cut. Example : A sidewalk off-set on a 4-foot wide sidewalk that consists of a 0.5'' rise on one side, and tapers down to a zero rise on the other is calculated as follows:

0.5'' +0" x 4ft = 1 inch-foot
Unit Price for sidewalk shaving: $56.5 per inch-foot until 12/31/2022 and $62 per inch-foot in 2023. To be defined for 2024 and beyond.
15 of 30
Agreement No. 00006494 549
Terms and Conditions of Engagement and Authorization to Commence Work The undersigned (the "Customer") hereby engages Precision Concrete Cutting ("PCC") and agrees to the terms and conditions set forth below. PCC removes only those trip hazards specifically requested by customers, and therefore makes no guarantee or representation that the property is free of trip hazards after the contract is completed except those trip hazards specifically requested by Customer. In addition, PCC only performs certain trip hazard repairs.

Among other things, PCC does not remove and replace sidewalk slabs (R&Rs) and does not repair certain ATTNs (e.g. utility boxes). Furthermore, to preserve clients' budget, PCC typically does not perform any repair at and around any sidewalk slabs that require to be replaced. Also, it is recognized that after completion of the contract, trip hazards may and frequently do continue to move naturally over time due to roots, water, freezing, pipes, and other natural or man-made causes. PCC is not responsible for movement or changes in the sidewalks and is not liable for any related claims, losses, damages, or liabilities thereto pertaining.

It is the customers' responsibility to provide proper access and PCC assumes no liability for trip hazards that cannot be identified or repaired due to parked vehicles or other obstacles preventing safe and practical access. In this case, PCC will return one extra time to complete the repairs and will charge a fee of up to $250 per mobilization. Similarly, if repair work needs to be rescheduled less than 3 business days before any agreed upon working date, PCC will charge a rescheduling fee of up to 10% of the contract value.

Proposalis based on volume of work as estimated per our sidewalk assessment, which is valid for one year .. Payment terms of invoices are 15 days unless otherwise stated. Contracts greater than $25,000 are invoiced monthly.

By signing below, I attest that I have read the above statements, understand them completely, and agree. I confirm that I am duly authorized to sign this agreement on behalf of the Customer. By my signature, PCC is approved to complete the work detailed in this proposal in accordance with PCC's schedule and pricing below and attached. Also, Payment of PCC's invoice(s) will confirm that I have inspected PCC's work and that it was performed to my satisfaction.

Date: P.O.#: ---------------- --------------------
Signature Authorized Agent:-------------------------------- Print Name & Title: ------------------------------------- Is it OK to perform work on Saturdays? Yes __ / No __
Is work on Saturdays required to ensure safety and avoid disruption? 16 of 30
Agreement No. 00006494
Yes / No -- --
550

EXHIBIT G
(Master Services Agreement)

SUPPLIER COMMITMENT & PROGRAM PROMOTION
Supplier Commitment
The Foundation for California Community Colleges ("Foundation ") asks each Supplier to make four basic commitments to ensure the overall success of the program .

Corporate Commitment - A commitment that the Foundation has the support of senior management , and that the Foundation contract is the Supplier's primary offering to Participating Agencies, specifically to the California Community Colleges. The Supplier shall make its existing public and private agency clients aware of its Foundation contract, and upon the public and private agency ' s request, such agency will be transitioned to the Supplier's Foundation contract.

Sales Commitment - A commitment that the Supplier will market Foundation contract and that the sales force will be trained, engaged and committed to offering Foundation agreement to Participating Agencies nationwide, with a further commitment that all Foundation sales be accurately and timely reported.

Service Commitment - A commitment that the Supplier will provide at minimum the level of service defined in the agreement to any and all Participating Agencies purchasing through Foundation's contract.

Communication and Information Commitment - Establish the following communication links to facilitate customer access and communication:

An email address for general inquiries
Provide the following for Foundation website use:
-Standard logos
-Summary of products and pricing
-Information web-link to Supplier's website
-Overall information about Supplier
-Other promotional material as desired
Supplier Program Promotion
The Foundation recognizes that each Supplier has a successful business and may choose to meet its commitments to Foundation purchasing programs in a variety of ways that best suit the supplier's business model, organization and market approach. The following are Program Standards intended to assist the supplier in successfully implementing the Foundation contract:

Account Management Team - The Supplier shall provide an Account manager with the authority and responsibility for the overall success of the Foundation contract within the Supplier's organization . The Supplier shall also designate a Lead Referral Contact Person, responsible for receiving communications from Foundation concerning new public agency registrations , and for ensuring timely follow up by the Supplier's staff to requests for contact from public school districts. Additionally, Foundation suggests the 17 of 30
Agreement No. 00006494 551
Supplier implement and support a Supplier-based internet web page dedicated to the Supplier's Foundation program and linked to the CollegeBuys website.

Quarterly Review - Upon request, Foundation will schedule a quarterly review with the Supplier to evaluate the Supplier's performance of Supplier Commitments and Program Standards outlined herein.

Foundation Purchasing Program Awareness - Foundation is responsible for marketing the overall Foundation purchasing program concept and programs to Participating Agencies. Foundation marketing is intended to supplement and enhance the direct sales effort of the Supplier. The Supplier assists by providing promotional material such as logos and by participating in related trade shows and conferences. Foundation employs a marketing team, a web-based lead referral system, a network of partner associations, direct mail, the Internet and newsletters and other publications to increase CollegeBuys awareness.

Supplier Sales - Supplier is responsible for proactive direct sales of Supplier's goods and services to Participating Agencies and the timely follow up to leads established by Foundation. Use of product catalogs, targeted advertising, direct mail and other sales initiatives are encouraged. All sales materials are to use the CollegeBuys logo. Foundation will provide each Supplier with its logo and the standards to be employed in the use of the logo. At a minimum, the Supplier's sales initiatives should communicate:

No cost to participate
Non-exclusive contracts
Sales Force Training - Supplier is responsible for the training of its sales force on the Foundation contract.

Foundation may provide training materials and generally assist with the education of sales personnel. At a minimum, sales training should include:

Key features of Foundation contract
Understanding of the process of development of the Agreement Working knowledge of Foundation Organization and Solicitation Process Awareness of the range of Participating Agencies that can access Foundation 18 of 30
Agreement No. 00006494 552

EXHIBITH
(Master Services Agreement)

SAMPLE FORM OF SUPPLIER QUARTERLY REPORTING TO FOUNDATION FOR

CALIFORNIA COMMUNITY COLLEGES
College Name
Association Name
TOTAL
PO
Number
Supplier
Invoice
Number
Invoice
Amount
$
NOTE: Reports to be submitted in Microsoft Excel
*Excluding taxes, additional services and transportation 19 of 30
Agreement No. 00006494
Savings
$
FCCC
Admin. Fee
$
553

EXHIBIT I
(Master Services Agreement)

COOPERATIVE UTILIZATION
This Master Agreement is available to public and private school districts, as well as public and private colleges or universities (referred to individually as "Participating Agency" or collectively as "Participating Agencies"), specifically including California Community Colleges, which are supported, in part, by the Foundation.

A list of all California Community Colleges, California State Universities , and AICCU Member Institutions is provided below for reference . K-12 districts may also procure under this Agreement pursuant to Public Contract Code Section 20118. The below list does not preclude any Participating Agency that is not listed from purchasing from this Agreement. 20 of 30
Agreement No. 00006494 554
District
Allan Hancock Joint CCD
Antelope Valley CCD
Barstow CCD
Butte-Glenn CCD
Cabrillo CCD
Cerritos CCD
Chabot-Las Positas CCD
Chabot-Las Positas CCD
Chaffey CCD
Citrus CCD
Coast CCD
Coast CCD
Coast CCD
ComptonCCD
Contra Costa CCD
Contra Costa CCD
Contra Costa CCD
Copper Mountain CCD
Desert CCD
El Camino CCD
Feather River CCD
Foothill-De Anza CCD
Foothill-De Anza CCD
Gavilan CCD
Glendale CCD
List of California Community Colleges
College College Address
Allan Hancock College 800 S. College Dr.

Antelope Valley College 3041 West Ave K.

Barstow College 2700 Barstow Rd
Butte College 3536 Butte Campus Dr.

Cabrillo College 6500 Soquel Dr.

Cerritos College 111110 Alondra
Boulevard
Chabot College 25555 Hesperian Blvd.

Las Positas College 3033 Collier Canyon
Rd.

Chaffey College 5885 Haven Ave.

Citrus College 1000 West Foothill
Blvd.

Coastline Community 11460 Warner A venue College
Golden West College 15744 Goldenwest St.

Orange Coast College 2701 Fairview Rd, PO
Box 5005
Compton College 1111 Artesia Blvd.

Contra Costa College 2600 Mission Bell Dr.

Diablo Valley College 321 Golf Club Rd.

Los Medanos College 2700 E. Leland Rd.

Copper Mountain College 6162 Rotary Way
(PO Box 1398)
College of the Desert 43500 Monterey Ave
El Camino College 16007 Crenshaw Blvd.

Feather River College 570 Golden Eagle Ave
De Anza College 21250 Stevens Creek
Blvd.

Foothill College 12345 El Monte Rd
Gavilan College 5055 Santa Teresa
Blvd.

Glendale College 1500 N Verdugo Rd.
21 of 30
Agreement No. 00006494
City Zip
Santa Maria 93454
Lancaster 93536
Barstow 92311
Oroville 95965
Aptos 95003
Norwalk 90650
Hayward 94545
Livermore 94551
Rancho 91737 Cucamonga
Glendora 91741
Fountain Valley 92708
Huntington Beach 92647
Costa Mesa 92628
Compton 90221
San Pablo 94806
Pleasant Hill 94523
Pittsburg 94565
Joshua Tree 92252
Palm Desert 92260
Torrance 90506
Quincy 95971
Cupertino 95014
Los Altos Hills 94022
Gilroy 95020
Glendale 91208
555
District
Grossmont-Cuyamaca CCD
Grossmont-Cuyamaca CCD
Hartnell Joint CCD
Imperial Valley CCD
KemCCD
KemCCD
KemCCD
Lake Tahoe CCD
Lassen CCD
Long Beach CCD
Los Angeles CCD
Los Angeles CCD
Los Angeles CCD
Los Angeles CCD
Los Angeles CCD
Los Angeles CCD
Los Angeles CCD
Los Angeles CCD
Los Angeles CCD
Los Rios CCD
Los Rios CCD
Los Rios CCD
Los Rios CCD
Marin CCD
Mendocino-Lake CCD
MercedCCD
College College Address
Cuyamaca College 900 Rancho San Diego
Pkwy.

Grossmont College 8800 Grossmont
College Dr.

Hartnell College 156 Homestead Ave.

Imperial Valley College 380 E. Aten
Bakersfield College 1801 Panorama Dr.

Cerro Coso 3000 College Heights
Community College Blvd
Porterville College 100 E College Ave.

Lake Tahoe 1 College Dr. Community College
Lassen College P.O. Box 3000
Long Beach City College - 1305 E Pacific Coast
Liberal Arts Hwy
East Los Angeles College 1301 Avenida Cesar
Chavez
Los Angeles City College 855 N Vermont Ave.

Los Angeles 1111 Figueroa Pl. Harbor College
Los Angeles 13356 Eldridge Ave Mission College
Los Angeles 6201 Winnetka Ave.,
Pierce College PMB 103
Los Angeles 1600 Imperial Hwy. Southwest College
Los Angeles 400 W. Washington
Trade-Tech College Blvd.

Los Angeles Valley College 5800 Fulton Ave.

West Los Angeles College 9000 Overland Ave.

American River College 4 700 College Oaks Dr.

Cosumnes River College 8401 Center Pkwy.

Folsom Lake College 100 Clarksville Road
Sacramento City College 3835 Freeport Blvd.

College of Marin 835 College Ave.

Mendocino College 1000 Hensley Creek
Rd.

Merced College 3600 M Street
22 of 30
Agreement No. 00006494
City Zip
El Cajon 92019
El Cajon 92020
Salinas 93901
Imperial 92251
Bakersfield 93305
Ridgecrest 93555
Porterville 93257
So. Lake Tahoe 96150
Susanville 96130
Long Beach 90806
Monterey Park 91754
Los Angeles 90029
Wilmington 90744
Sylmar 91342
Woodland Hills 91371
Los Angeles 90047
Los Angeles 90015
Valley Glen 91401
Culver City 90230
Sacramento 95841
Sacramento 95823
Folsom 95630
Sacramento 95822
Kentfield 94904
Ukiah 95482
Merced 95348
556
District
MiraCosta CCD
Monterey Peninsula CCD
Mt. San Jacinto CCD
Mt. San Antonio CCD
Napa Valley CCD
North Orange County CCD
North Orange County CCD
Ohlone CCD
Online CCD
Palo Verde CCD
Palomar CCD
Pasadena
AreaCCD
Peralta CCD
Peralta CCD
Peralta CCD
Peralta CCD
Rancho Santiago CCD
Rancho Santiago CCD
Redwoods CCD
Rio Hondo CCD
Riverside CCD
Riverside CCD
Riverside CCD
San Bernardino CCD
San Bernardino CCD
San Diego CCD
San Diego CCD
College College Address
MiraCosta College One Bernard Dr.

Monterey Peninsula College 980 Fremont St.

Mt. San Jacinto College 1499 N State St.

Mt. San Antonio College 1100 N Grand Ave .

Napa Valley College 2277 Napa-Vallejo
Hwv.

Cypress College 9200 Valley View
Street
Fullerton College 321 E. Chapman Ave.

Ohlone College 43600 Mission Blvd.

Calbright College 1070 Innovation Way
Palo Verde College One College Dr.

Palomar College 1140 West Mission Rd
Pasadena City College 1570 E. Colorado Blvd.

Berkeley City College 2050 Center Street
College of Alameda 555 Atlantic Avenue
Laney College 900 Fallon Street
Merritt College 12500 Campus Dr.

Santa Ana College 1530 w. 17TH St.

Santiago Canyon College 8045 E. Chapman Ave.

College of the Redwoods 7351 Tompkins Hill
Rd.

Rio Hondo College 3600 Workman Mill
Rd.

Moreno Valley College 16130 Lasselle St.

Norco College 2001 Third St.

Riverside City College 4800 Magnolia Ave.

Crafton Hills College 11 711 Sand Canyon
Road
San Bernardino Valley 701 S. Mt Vernon Ave . College
San Diego City College 1313 Park Blvd.

San Diego Mesa College 7250 Mesa College Dr.
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Agreement No. 00006494
City Zip
Oceanside 92056
Monterey 93940
San Jacinto 92583
Walnut 91789
Napa 94558
Cypress 90630
Fullerton 92832
Fremont 94539
Sunnyvale 94089
Blythe 92225
San Marcos 92069
Pasadena 91106
Berkeley 94707
Alameda 94501
Oakland 94607
Oakland 94619
Santa Ana 92706
Orange 92869
Eureka 95501
Whittier 90601
Moreno Valley 92551
Norco 92860
Riverside 92506
Yucaipa 92399
San Bernardino 92410
San Diego 92101
San Diego 92111
557
District
San Diego CCD
San Francisco CCD
San Joaquin Delta CCD
San Jose-Evergreen CCD
San Jose-Evergreen CCD
San Luis Obispo County
CCD
San Mateo County CCD
San Mateo County CCD
San Mateo County CCD
Santa Barbara CCD
Santa Clarita CCD
Santa Monica CCD
Sequoias CCD
Shasta-Tehama-Trinity Joint
CCD
Sierra Joint CCD
Siskiyou Joint CCD
Solano CCD
Sonoma County JCD
South Orange County CCD
South Orange County CCD
Southwestern CCD
State Center CCD
State Center CCD
State Center CCD
State Center CCD
Ventura County CCD
College College Address
San Diego 10440 Black Mountain
Miramar College Rd
City College of San 50 Phelan Ave Francisco
San Joaquin Delta College 5151 Pacific Ave.

Evergreen Valley College 3095 Yuerba Buena
Rd.

San Jose City College 2100 Moorpark Ave
Cuesta College P.O. Box 8106
Canada College 4200 Farm Hill
Boulevard
College of San Mateo 1700 West Hillsdale
Blvd.

Skyline College 3300 College Dr.

Santa Barbara 721 Cliff Dr. City College
College of the Canyons 26455 Rockwell
Canyon Rd.

Santa Monica College 1900 Pico Blvd
College of the Sequoias 915 S. Mooney Blvd.

Shasta College P.O. Box 496006
Sierra College 5100 Sierra College
Blvd.

College of the Siskiyous 800 College Ave.

Solano 4000 Suisun Valley Rd. Community College
Santa Rosa Junior College 1501 Mendocino Ave.

Irvine Valley College 5500 Irvine Center Dr.

Saddleback College 28000 Marguerite
Parkway
Southwestern College 900 Otay Lakes Rd.

Clovis College 10309 N. Willow
Avenue
Fresno City College 1101 E University Ave.

Madera College 30277 Avenue 12
Reedley College 995 North Reed Ave.

Moorpark College 7075 Campus Rd
24 of 30
Agreement No. 00006494
City Zip
San Diego 92126
San Francisco 94112
Stockton 95207
San Jose 95135
San Jose 95128
San Luis Obispo 93403
Redwood City 94061
San Mateo 94402
San Bruno 94066
Santa Barbara 93109
Santa Clarita 91355
Santa Monica 90405
Visalia 93277
Redding 96049
Rocklin 95677
Weed 96094
Fairfield 94534
Santa Rosa 95401
Irvine 92720
Mission Viejo 92692
Chula Vista 91910
Fresno 93730
Fresno 93741
Madera 93638
Reedley 93654
Moorpark 93201
558
District
Ventura County CCD
Ventura County CCD
Victor Valley CCD
West Hills CCD
West Hills CCD
WestKemCCD
West Valley-Mission CCD
West Valley-Mission CCD
Yosemite CCD
Yosemite CCD
YubaCCD
YubaCCD
College College Address
Oxnard College 4000 S Rosa Ave.

Ventura College 4667 Telegraph Rd.

Victor Valley College 18422 Bear Valley Rd.

West Hills 3 00 Cherry Lane College Coalinga
West Hills 555 College Ave. College Lemoore
Taft College 29 Emmons Park Dr.

Mission College 3000 Mission College
Blvd
West Valley College 14000 Fruitvale Ave.

Columbia College 11600 Columbia
College Dr.

Modesto Junior College 435 College Ave.

Woodland 2300 E. Gibson Rd. Community College
Yuba College 2088 N. Beale Rd.
25 of 30
Agreement No. 00006494
City Zip
Oxnard 93033
Ventura 93003
Victorville 92392
Coalinga 93210
Lemoore 93245
Taft 93268
Santa Clara 95054
Saratoga 95070
Sonora 95370
Modesto 95350
Woodland 95776
Marysville 95901
559
List of California State Universities
Institution Address
California State University, Bakersfield 9001 Stockdale Highway California State University , Channel Islands 1 University Drive California State University , Chico 400 West First Street California State University , Dominguez Hills 1000 E. Victoria Street California State University, East Bay 25800 Carlos Bee Boulevard California State University , Fresno 5421 N. Maple Avenue California State University , Fullerton 800 N. State College Boulevard Humboldt State University 1 Harpst Street
California State University, Long Beach 1250 Bellflower Boulevard California State University , Los Angeles 5151 State University Drive California State University Maritime Academy 200 Maritime Academy Drive California State University , Monterey Bay 5108 Fourth A venue California State University, Northridge 18111 Nordhoff Street California State Polytechnic University, Pomona 3801 West Temple Avenue California State University, Sacramento
California State University , San Bernardino
San Diego State University
San Francisco State University
San Jose State University
California State Polytechnic University ,
San Luis Obispo
California State University, San Marcos
Sonoma State University
California State University, Stanislaus
6000 J Street
5500 University Parkway
5500 Campanile Drive
1600 Holloway A venue
One Washington Square
1 Grand A venue
333 South Twin Oaks Valley
Road
1801 East Cotati A venue
One University Circle
26 of 30
Agreement No. 00006494
City Zip
Bakersfield 93311
Camarillo 93012
Chico 95929
Carson 90747
Hayward 94543
Fresno 93740
Fullerton 92831
Arcata 95521
Long Beach 90840
Los Angeles 90032
Vallejo 94590
Marina 93933
Northridge 91330
Pomona 91768
Sacramento 95819
San Bernardino 92407
San Diego 92182
San Francisco 94132
San Jose 95192
San Luis Obispo 93407
San Marcos 92096
Rohnert Park 94928
Turlock 95382
560
List of AICCU Member Institutions
Institution
American Jewish University
Antioch University
ArtCenter
Biola University
Brandman University
California Baptist University
California College of the Arts
California Institute of Integral Studies
California Institute of Technology
California Institute of the Arts
California Lutheran University
Chapman University
Charles R. Drew University
Chicago School of Professional Psychology
Claremont Graduate University
Claremont McKenna College
Columbia College Hollywood
Concordia University Irvine
Dominican University of California
Fielding Graduate University
Fresno Pacific University
Golden Gate University
Harvey Mudd College
Holy Names University
Humphreys University
International Technological University
John F. Kennedy University
Keck Graduate Institute
La Sierra University
Laguna College of Art + Design
Life Pacific College
Loma Linda University
Los Angeles Pacific University
Address
15600 Mulholland Drive
400 Corporate Pointe
1700 Lida Street
13800 Biola Avenue
16355 Laguna Canyon Road
8432 Magnolia Avenue
1111 Eighth Street
1453 Mission Street
1200 E. California Boulevard
24 700 McBean Parkway
60 W. Olsen Road
One University Drive
1731 East 120th Street
617 W. 7th Street
150 E. 10th Street
888 Columbia Avenue
18 618 Oxnard Street
1530 Concordia West
50 Acacia A venue
2020 De la Vina Street
1717 S. Chestnut Ave. East
Hall
536 Mission Street
301 Platt Boulevard
3500 Mountain Boulevard
6650 Inglewood A venue
2711 North First Street
100 Ellinwood Way
535 Watson Drive
4500 Riverwalk Parkway
2222 Laguna Canyon Road
1100 West Covina Boulevard
11139 Anderson Street
300 N. Lone Hill Ave. , # 200
27 of 30
Agreement No. 00006494
City Zip
Los Angeles 90077
Culver City 90230
Pasadena 91103
La Miranda 90639
Irvine 92618
Riverside 92504
San Francisco 94107
San Francisco 94107
Pasadena 91125
Valencia 91355
Thousand Oaks 91360
Orange 92866
Los Angeles 90059
Los Angeles 90017
Claremont 91711
Claremont 91711
Tarzana 91356
Irvine 92612
San Raphael 94901
Santa Barbara 93105
Fresno 93702
San Francisco 94105
Claremont 91711
Oakland 94619
Stockton 95207
San Jose 95134
Pleasant Hill 94523
Claremont 91711
Riverside 92505
Laguna Beach 92651
San Dimas 91733
Loma Linda 92350
San Dimas 91733
561
Institution
Loyola Marymount University
Marymount California University
Menlo College
Mills College
Mount Saint Mary's University
National University
National University, Sacramento
Notre Dame de Namur University
Occidental College
Otis College of Art and Design
Pacific Oaks College
Pacific Union College
Palo Alto University
Pepperdine University
Pitzer College
Point Loma Nazarene University
Pomona College
Providence Christian College
Saint Mary's College of California
Samuel Merritt University
San Diego Christian College
San Francisco Art Institute
San Francisco Conservatory of Music
Santa Clara University
Saybrook University
Scripps College
Simpson University
Soka University of America
Southern CA Institute of Architecture
Southern CA University of Health Sciences
Stanford University
TCS Education System
The Claremont Colleges Services
The Master's University
Thomas Aquinas College
Address
1 LMUDrive
30800 Palos Verdes Dr. East
1000 El Camino Real
5000 MacArthur Boulevard
12001 Chalan Road
11255 North Torrey Pines Road
9320 Tech Center Drive
1500 Ralston A venue
1600 Campus Road
9045 Lincoln Boulevard
55 West Eureka Street
One Angwin A venue
1791 Arastradero Road
24255 Pacific Coast Highway
1050 N. Mills Avenue
3900 Lomaland Drive
333 N. College Way
1539 E. Howard Street
1928 Saint Mary's Road
3100 Telegraph Ave.
200 Riverview Parkway
800 Chestnut Street
50 Oak Street
500 El Camino Real
475 14th Street, 9th Floor
1030 N. Columbia
2211 College View Drive
1 University Drive
960 E. 3rd Street
16200 Amber Valley Drive
450 Serra Mall
475 14th Street, 9th Floor
101 South Mills A venue
21726 Placerita Canyon Road
10,000 Ojai Road
28 of 30
Agreement No. 00006494
City Zip
Los Angeles 90045
Rancho Palos Verdes 90275
Atherton 94027
Oakland 94613
Los Angeles 90049
La Jolla 92037
Sacramento 95826
Belmont 94002
Los Angeles 90041
Los Angeles 90045
Pasadena 91103
Angwin 94508
Palo Alto 94304
Malibu 90263
Claremont 91711
San Diego 92106
Claremont 91711
Pasadena 91104
Moraga 94556
Oakland 94609
Santee 92071
San Francisco 94133
San Francisco 94102
Santa Clara 95050
Oakland 94612
Claremont 91711
Redding 96003
Aliso Viejo 92656
Los Angeles 90013
Whittier 90604
Stanford 94305
Oakland 94612
Claremont 91711
Santa Clarita 91321
Santa Paula 93060
562
Institution
Touro College and University System
Touro University California
Touro University Worldwide
University of La Verne
University of La Verne College of Law
University of Redlands
University of Saint Katherine
University of San Diego
University of San Francisco
University of Southern California
University of the Pacific
University of the West
Vanguard University of Southern CA
Western University of Health Sciences
Westmont College
Whittier College
Whittier Law School
William Jessup University
Woodbury University
Zaytuna College
Address
43 West 23rd Street
131 O Club Drive
10609 Calle Lee, Ste. 179
1950 3rd Street
320 East D Street
1200 East Colton Avenue
163 7 Capalina Road
5998 Alcala Park
2130 Fulton Street
University Park
3601 Pacific Avenue
1409 Walnut Grove A venue
55 Fair Drive
309 East Second Street, College
Plaza
955 La Paz Road
13406 East Philadelphia
3333 Harbor Boulevard
2121 University Avenue
7500 N Glenoaks Blvd
1712 Euclid A venue
29 of 30
Agreement No. 00006494
City Zip
New York 10010
Vallejo 94592
Los Alamitos 90720
La Verne 91750
Ontario 91764
Redlands 92374
San Marcos 92069
San Diego 92110
San Francisco 94117
Los Angeles 90089
Stockton 95211
Rosemead 91770
Costa Mesa 92626
Pomona 91766
Santa Barbara 93108
Whittier 90608
Costa Mesa 92626
Rocklin 95765
Burbank 91504
Berkeley 94709
563

EXHIBIT J
(Master Services Agreement)

CONTRACT AMENDMENTS/MODIFICATIONS
30 of 30
Agreement No. 00006494 564
Heather Jimison
Precision Concrete Cutting
1425 North Market Blvd. #9
Sacramento, CA 95834
June 12, 2024
RE: Price Increase Request for CollegeBuys, Contract #00006494 Dear Ms. Jimison,
This letter is to inform you that Precision Concrete Cutting’s Price Increase Request for items awarded in Contract #00006494 has been approved. Per the terms of the agreement, the approved price increase can be implemented sixty (60) days from the date reflected on this approval letter. In an effort to ensure that price increase are implemented and communicated effectively, please note the items below:
• Price increase information will be made available on the Foundation website, but please note it is your responsibility to communicate this increase to all entities utilizing the contract.
• Please note that you are responsible for communicating the price increase acceptance to all participating agencies, including any who have not ordered, but have request a quotation, within thirty (30) days of approval.
• At minimum, please honor quotations made with the old pricing for ninety (90) days from effective date of the price increase.

If you have any questions or concerns please feel free to contact me directly. Thank you for your ongoing support of our community colleges.

Sincerely,
Jennifer Keiper
Director, CollegeBuys
[email protected]
906.325.1859
565
Attachment 1: Price Increase Process Letter
566

Heather Jimison
Precision Concrete Cutting
1425 North Market Blvd. #9
Sacramento, CA 95834

June 24, 2024

RE: Price Increase Request for CollegeBuys, Contract #00006494

Dear Ms. Jimison,

This letter is to inform you that Precision Concrete Cutting’s Price Increase Request for items awarded in Contract #00006494 has been approved. Per the terms of the agreement, the approved price increase can be implemented sixty (60) days from the date reflected on this approval letter. In an effort to ensure that price increase are implemented and communicated effectively, please note the items below:

• Price increase information will be made available on the Foundation website, but please note it is your responsibility to communicate this increase to all entities utilizing the contract.

• Please note that you are responsible for communicating the price increase acceptance to all participating agencies, including any who have not ordered, but have request a quotation, within thirty (30) days of approval.

• At minimum, please honor quotations made with the old pricing for ninety (90) days from effective date of the price increase.

If you have any questions or concerns please feel free to contact me directly. Thank you for your ongoing support of our community colleges.

Sincerely,

Jennifer Keiper
Director, CollegeBuys
[email protected]
906.325.1859
567
Attachment 1: Price Increase Process Letter
568

Heather Jimison
Precision Concrete Cutting
1425 North Market Blvd. #9
Sacramento, CA 95834

June 24, 2024
Dear Ms. Jimison,
This letter is to inform you of the formal price increase request process that has been established by the Foundation. The contract states price increases are to be negotiated with the Foundation and we want to ensure all vendor partners understand expectations.

1. Limitations: Contract Holder is limited to one (1) Formal Price Increase Request per year (a year is defined as a 365-day period). The initial year to commence upon a fully executed contract.

2. ALL future Formal Price Increase Requests (Request) are managed as follows:
• Price Increase Request must include sufficient details to allow Foundation staff to effectively and efficiently evaluate the Request. At a minimum, the Request should include details on specific product, packaging or other related materials costs that have increased, product lines that are to be impacted, and the net effective impact of the requested adjustments would be.

• Foundation will review the Request in a timely manner and make every effort to get back to the manufacturer with any questions or additional information required to evaluate the Request within ten (10) business days.

Please note that some factors Foundation may consider in this determination may include market conditions, frequency of Request from the manufacturer, appropriateness of Request relative to other manufacturers in the industry, and general market conditions for our constituents

• If Foundation does not feel that the Request is justified, Foundation reserves the right to either deny the increase or negotiate better terms for our constituents. 569

• If the price increase as present is accepted, Foundation will issue a letter of acceptance to Contract Holder stating the earliest date the price increase can go into effect. Per the terms of our contract, this will be a minimum of sixty (60) days from date of acceptance. Foundation may extend this implementation period if warranted by market conditions.

i. Manufacturer should anticipate that the processing of a Request to take approximately thirty (30) days from receipt of Request. ii. Manufacturer is responsible for communicating the price increase acceptance to all participating agencies, including any who have not ordered, but have requested a quotation, within thirty (30) days of approval.

• Understanding project lead times and the importance of our constituent’s ability to stay on budget, Contract Holder is expected to work with any college that has received a quote that could be impacted by the price increase. At minimum, Contract Holder will be asked to honor any quotation made with the old pricing for ninety (90) days from effective date of the price increase.

Foundation reserves the right to modify this formal process if the need arises and will notify Vendor partners of any changes to the Formal Price Increase Protocol.

If you have any questions or concerns, please feel free to contact me directly. And thank you for your ongoing support of our Community Colleges.

Sincerely,

Jennifer Keiper
Sr. Director, CollegeBuys
[email protected]

570

Attachment 2: Affected Products and Services
Effective Date: August 23, 2024
(60 Days from Approval Letter)
The overall average increase is 10%

571

Attachment 3: Vendor Cover Letter

572
From: [email protected] <[email protected]>
Sent: Tuesday, June 11, 2024 1:55 PM
To: Heather Cade-Bauer <[email protected]>
Cc: [email protected]
Subject: RE: FoundationCCC Q3 Partnership Meeting
CAUTION: This email originated from outside your organization. Exercise caution when opening attachments or clicking links, especially from unknown senders.

Hi Heather,
It was great meeting with you today. We would like to request a price increase due to inflation hitting us very hard in 2024 to 68.2 inch/ft. Can you please help me with getting this rate locked in for our 2024 contract pricing? Also, Jason from our accounting dept should be submitting the reporting and I apologize for the delay on this. I do look forward to sending in a quarterly newsletter and a case study, so if you can show me some examples and when I can get that submitted that would be great!
I am also interested in the zoom meeting and speaking about some of the colleges we have had success with at upcoming statewide monthly meetings in the fall. Thanks for your help! Best,
Heather Jimison
Precision Concrete Cutting
Senior Business Development Manager for School Districts, Colleges and Universities
Your Sidewalk Inspection and Repair Expert
CSLB# 1032474 |www.PCCNorCal.com | 1425 North Market Blvd #9. Sacramento, CA 95834 ( (C) 916-607-0447| 7 650-240-3866 | * [email protected] 573
574
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CITY OF COSTA MESA

MAINTENANCE SERVICES AGREEMENT
WITH
SOUTHERN CALIFORNIA PRECISION CONCRETE dba PRECISION CONCRETE CUTTING T
HIS MAINTENANCE SERVICES AGREEMENT (“Agreement”) is made and entered into this 1st day of November, 2024 (“Effective Date”), by and between the CITY OF COSTA MESA, a municipal corporation (“City”), and SOUTHERN CALIFORNIA PRECISION CONCRETE dba PRECISON CONCRETE CUTTING, a California Corporation, (“Contractor”).

W
I T N E S S E T H :

A. C
ity proposes to utilize the services of Contractor as an independent contractor to provide sidewalk safety and assessment services, on an as needed basis, as more f
ully described herein; and
B. Section 2-165 (b)(5-6) of the Costa Mesa Municipal Code (Cooperative, piggyback and multiple awarded bid purchasing with other agencies) permits and authorizes the City to purchase supplies, equipment, and services through competitively awarded agreements of other local, state, or federal government agencies, a process known as “piggybacking,” without first issuing a request for proposal; and C. The Foundation for California Community Colleges (the “Foundation”) is a 501(
c)(3) nonprofit organization that develops, supports and operates CollegeBuys, which is a cooperative purchasing program designed to pool the purchasing power of public entities across the nation and, as a result, the Foundation is in a unique and valuable position to provider supplier’s products and services; and
D. Contractor was awarded a contract under the Foundation’s CollegeBuys’ program for sidewalk assessment, the pricing for which is extended to City pursuant to Foundation’s cooperative purchasing program; attached hereto as Exhibit “B” and incorporated herein by reference (“Foundation Contract” or “Master Agreement”); and
E. Foundation seeks to offer Precision’s products and/or services to participati ng
agenc
ies, such as City, in exchange for an administrative fee; and F. The City desires to “piggyback” onto the Foundation Contract, and Contractor consents to the “piggybacking”; and
G. City and Contractor desire to contract for sidewalk safety and inspection services in accordance with the Foundation Contract, subject to the modifications set forth herein; and
H. Contractor represents that it has the experience and expertise to properly perform such services and holds all necessary licenses to practice and perform the services; and
I. City and Contractor desire to contract for the services and desire to set forth their rights, duties and liabilities in connection with the performance of such services; and
J. No official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

ATTACHMENT 2
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NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. S COPE OF SERVICES.

1.1. Scope of Services . Subject to the terms and conditions of this Agreement, Contractor agrees to provide and perform the various services and tasks described in the following:

a) Precision’s On-Call Services for Concrete Assessment and Sidewalk Inspection Proposal to the City of Costa Mesa, is attached hereto as Exhibit “A,” and the Master Agreement entered into between the Foundation for California Community Colleges, a California 501(c)(3) nonprofit organization, (“Foundation”) and Southern California Precision Concrete, dba Precision Concrete Cutting, a California Corporation, (“Supplier”), (the “Master Agreement), which is attached as Exhibit “B .” The Master Agreement is comprised of: 1) Recitals; 2) Terms and Conditions; 3) Special Terms and Conditions; 4) Notices; 5) General Provisions; 6) Products and Services; 7) Supplier Commitment & Program Promotion 8) Sample Form of Supplier Quarterly Reporting to Foundation; 9) Cooperative Utilization; and 10) Contract Amendment/Modifications, which are attached and incorporated hereto together as Exhibit “ B” (hereinafter, the “Baseline Requirements”); and

1.2. For purposes of this Agreement, the term “Scope of Services” shall be a collective reference to the Baseline Requirements. For purposes of this Agreement the term “Services” shall be a collective reference to all inspection and assessment services and tasks to be provided and/or performed by Contractor and all of the various equipment, improvements, materials and supplies to be provided and/or installed by Contractor as described in the documents that comprise the Scope of Services.

No repair work or concrete cutting is contemplated under this Agreement. All reference to the terms “member(s)”, “participating member(s)”, “member agency” as set forth in the documents that comprise the Scope of Services shall mean and include the City.

1.3. Contractor shall provide all labor, materials, tools, supplies, equipment, services, tasks, and incidentals and customary work necessary to competently perform and timely complete the Services. Contractor shall perform the Services in accordance with the terms and conditions of this Agreement and in accordance with such other written or verbal directives as may be issued by City.

1.4. The provisions of paragraphs 1.1 through 1.3, above, notwithstanding:
a) The resolution, reconciliation or harmonization of conflicts or inconsistencies as between the various exhibits to this Agreement or as between the various exhibits to this Agreement and the text of the Agreement document to which the exhibits are attached shall not be resolved, reconciled or harmonized in a manner that conflicts with the requirements of the Costa Mesa Municipal Code Section 2-165. b) Except as provided under Foundation Documents, deviations as both were completed and submitted by Contractor, whenever the provisions of an exhibit to the Agreement conflict with, or are inconsistent with, the 576
3 Southern California Precision Concrete
Maintenace Service Agreement
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provisions of another exhibit to the Agreement or this provision this Agreement to which the exhibits are attached: (i) any provision imposing a higher duty or standard of care or performance by Contractor shall govern and control; (ii) any provision granting the City greater discretion, authority or protection shall govern and control; and (iii) to the extent this Agreement requires compliance with prevailing wage and other labor laws of the State of California as well as federal prevailing wage and other labor laws, the more stringer provisions of such laws shall govern and control to the extent of any conflict or inconsistency as between the two.
c) Except as otherwise provided under subparagraphs 1.4 a) and 1.4 b) of this Section, above, in the event of any conflict or inconsistency between the provisions of this Agreement documents and the provisions of any exhibits attached to this Agreement document, the provisions of this Agreement document shall govern and control but only to the extent of the conflict or inconsistency and no further.

2.0. PERFORMANCE OF SERVICES

2 .1. Contractor shall perform the Services contemplated under this Agreement on an as-needed, as requested basis. Nothing in this Agreement shall be construed to grant Contractor the exclusive right to perform any of the type of services or tasks contemplated under this Agreement nor shall anything in this Agreement be construed to entitle Contractor to the receipt of any sums under this Agreement, except to the extent City requests the performance of any Services in the manner described below and such Services are in fact performed and completed by Contractor and accepted by City.

2 .2. Prevailing Wage Requirements.

(a) Prevailing Wage Laws. Contractor is aware of the requirements of Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. This project is a “maintenance” project and requires compliance with the Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

(b) Payment of Prevailing Wages. Contractor shall pay the prevailing wage rates for all work performed under this Agreement. When any craft or classification is omitted from the general prevailing wage determinations, Contractor shall pay the wage rate of the craft or classification most closely related to the omitted classification. A copy of the general prevailing wage rate determination is on file in the Office of the City Clerk and is incorporated into this Agreement as if fully set forth herein. Contractor shall post a copy of such wage rates at all times at the project site(s).

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(c) Legal Working Day. In accordance with the provisions of Labor Code Section 1810 et seq., eight (8) hours is the legal working day. Contractor and any subcontractor(s) of Contractor shall comply with the provisions of the Labor Code regarding eight (8)-hour work day and 40-hour work week requirements, and overtime, Saturday, Sunday, and holiday work. Work performed by Contractor’s or any subcontractor’s employees in excess of eight (8) hours per day, and 40 hours during any one week, must include compensation for all hours worked in excess of eight (8) hours per day, or 40 hours during any one week, at not less than one and one-half times the basic rate of pay. Contractor shall forfeit as a penalty to City Twenty -Five Dollars ($25.00), or any greater penalty set forth in the Labor Code, for each worker employed in the execution of the work by Contractor or by any subcontractor(s) of Contractor, for each calendar day during which such worker is required or permitted to the work more than eight (8) hours in one calendar day or more than 40 hours in any one calendar week in violation of the Labor Code.

(d) Apprentices. Contractor shall comply with the provisions of Labor Code Section 1777.5 concerning the employment of apprentices on public works projects. Contractor shall be responsible for ensuring compliance by its subcontractors with Labor Code Section 1777.5.

(e) Payroll Records. Pursuant to Labor Code Section 1776, Contractor and any subcontractor(s) shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by Contractor or any subcontractor in connection with this Agreement. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: (1) The information contained in the payroll record is true and correct; and (2) The employer has complied with the requirements of Sections 1771, 1881, and 1815 of the Labor Code for any work performed by his or her employees on this project. The payroll records shall be certified and shall be available for inspection at all reasonable hours in accordance with the requirements of Labor Code Section 1776.

(f) Registration with DIR. Contractor and any subcontractor(s) of Contractor shall comply with the provisions of Labor Code Section 1771 and Labor Code Section 1725.5 requiring registration with the DIR.

2 .3. Performance to Satisfaction of City . Contractor agrees to perform all the work to the complete satisfaction of City. Evaluations of the work will be done by City’s Maintenance Services Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:

(a) Meet with Contractor to review the quality of the work and resolve the matters of concern;

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5 Southern California Precision Concrete
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(b) Require Contractor to repeat the work at no additional fee until it is satisfactory; and/or

(c) Terminate the Agreement as hereinafter set forth.

2 .4. Compliance with Applicable Law . Contractor warrants that it shall perform the services required by this Agreement in compliance with all applicable federal and state employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers ’ compensation insurance and safety in employment; and all other applicable federal, state and local laws and ordinances applicable to the services required under this Agreement. Contractor shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys ’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Contractor’s performance under this Agreement.

2.5. Non-Discrimination. In performing this Agreement, Contractor shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military or veteran status, except as permitted pursuant to section 12940 of the Government Code.

2.6. Non-Exclusive Agreement . Contractor acknowledges that City may enter into agreements with other contractors for services similar to the S ervices in this Agreement or may have its own employees perform services similar to those Services contemplated by this Agreement.

2.7. Delegation and Assignment . Contractor may not delegate or assign this Agreement, in whole or in part, to any person or entity without the prior written consent of City.

Contractor may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Contractor’s sole cost and expense.

3.0. COMPENSATION AND BILLING

3 .1. Compensation. Contractor shall be paid in accordance with the fee schedule set forth in Exhibit A. Contractor’s total compensation shall not exceed Ninety Eight Thousand Dollars ($ 98,000.00).

3 .2. Additional Services. Contractor shall not receive compensation for any services provided outside the Scope of Services set forth in this Agreement without amending this Agreement as provided herein. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

3 .3. Method of Billing. Contractor may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Contractor’s services which have been completed to City’s sole satisfaction. City shall pay Contractor’s invoice within forty-five (45) days from the date City receives said invoice. Each 579
6 Southern California Precision Concrete
Maintenace Service Agreement
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invoice shall describe in detail, the Services performed, the date of performance, and the associated time for completion.

3 .4. Records and Audits. Records of Contractor’s Services shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutual ly convenient times throughout the term of this Agreement through three (3) years after its termination.

4.0. TIME OF PERFORMANCE

4 .1. Commencement and Completion of Work. The Services shall be performed in strict compliance with Exhibits A and B. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

4 .2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, pandemics (excluding COVID -19) or any other conditions beyond the reasonable control of a party.

5.0. TERM AND TERMINATION

5 .1. Term. This Agreement shall commence on the Effective Date and continue for a period of two years, ending on October 31, 2026, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. The term of the Agreement may be extended for three (3) one (1) year periods.

5 .2. Notice of Termination. City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Contractor . The termination of this Agreement shall be deemed effective upon receipt of the notice of termination.

In the event of such termination, Contractor shall immediately stop rendering services under this Agreement unless directed otherwise by the City.

5 .3. Compensation. In the event of termination, City shall pay Contractor for reasonable costs incurred and Services satisfactorily performed up to and including the date of City’s written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein.

6.0. INSURANCE

6 .1. Minimum Scope and Limits of Insurance . Contractor shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated “A,” Class X, or better in the most recent Best ’s Key Insurance Rating Guide, and approved by City:

(a) Commercial general liability, including premises -operations, 580
7 Southern California Precision Concrete
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products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00) per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit.

(b) Business automobile liability for owned vehicles, hired, and non- owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00) combined single limit per accident for bodily injury and property damage.

(c) Workers’ compensation insurance as required by the State of California.

Contractor agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers ’ compensation insurance policy against the City, its officers, agents, employees, and volunteers arising from work performed by Contractor for the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.

6 .2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions:

(a) Additional insureds: “The City of Costa Mesa and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of Contractor p ursuant to its contract with City; products and completed operations of Contractor; premises owned, occupied or used by Contractor; automobiles owned, leased, hired, or borrowed by Contractor.”

(b) Notice: “Said policy shall not terminate, be suspended, or voided, nor shall it be cancelled, nor the coverage or limits reduced, until thirty (30) days after written notice is given to City.”

(c) Other insurance: “Contractor’s insurance coverage shall be primary insurance as respects the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the ins urance provided by this policy.”

(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Costa Mesa, its officers, officials, agents, employees, and volunteers.

(e) Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

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6 .3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.

6 .4. Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. Certificates to be attached as Exhibit “C” to this Agreement.

6 .5. Non-limiting. The insurance provisions contained in this Agreement shall not be construed as limiting in any way, the indemnification provisions contained in this Agreement, or the extent to which Contractor may be held responsible for payments of damages to persons or property.

7.0. GENERAL PROVISIONS

7 .1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

7 .2. Representatives. The C ity Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Contractor shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Contractor called for by this Agreement, except as otherwise expressly provided in this Agreement.

7 .3. Project Managers. City shall designate a Project Manager to work directly with Contractor in the performance of this Agreement.

Contractor shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Contractor or its Project Manager shall attend and assist in all coordination meetings called by City.

7 .4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
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IF TO CONTRACTOR: IF TO CITY:

Precision Concrete Cutting
13089 Peyton Drive, No. C235
Chino Hills, CA 91709
City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92626
Tel: (909) 539-7740 Tel: (714) 327-7499
Attn: Ron Durna Attn: Robert Ryan

Courtesy copy to:

City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92626
Attn: Finance Dept. | Purchasing

7 .5. Drug-free Workplace Policy . Contractor shall provide a drug -free workplace by complying with all provisions set forth in City ’s Council Policy 100-5, attached hereto as Exhibit “C” and incorporated herein by reference. Contractor’s failure to conform to the requirements set forth in Council Policy 100- 5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City.

7 .6. Attorneys’ Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

7 .7. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.

7 .8. Assignment. Contractor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Contractor’ s interest in this Agreement without City ’s prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.

Regardless of City’s consent, no subletting or assignment shall release Contractor of Contractor’s obligation to perform all other obligations to be performed by Contractor hereunder for the term of this Agreement.

7.9. Indemnification and Hold Harmless. Contractor agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents and employees, at Contractor’s sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents and employees arising out of the performance of the Contractor, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Contractor , its 583
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employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Contractor, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents and employees based upon the work performed by the Contractor , its employees, and/or authorized subcontractors under this Agreement, whether or not the Contractor, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Contractor shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City ’s specifications or Contractor’s Proposal, which shall be of no force and effect.

7 .10. Independent Contractor . Contractor is and shall be acting at all times as an independent contractor and not as an employee of City. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.

Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Contractor shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Contractor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Contractor shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

7.11. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

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7 .12. Cooperation. In the event any claim or action is brought against City relating to Contractor’s performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation which City might require.

7.13. Conflict of Interest . Contractor and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Contractor’s services under this Agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090.

During the term of this Agreement, Contractor and its officers, employees, associates and subcontractors shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Contractor is not currently performing work that would require Contractor or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

7 .14. Prohibited Employment. Contractor will not employ any regular employee of City while this Agreement is in effect.

7 .15. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.

7 .16. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

7 .17. Binding Effect. This Agreement binds and benefits the parties and their respective permitted successors and assigns.

7. 18. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

7. 19. Headings. H eadings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

7. 20. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement and have had an adequate opportunity to review each and every provision of the Agreement and submit the same to counsel or other consultants for review and comment. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

7 .21. Amendments . Only a writing executed by the parties hereto or their respective 585
12 Southern California Precision Concrete
Maintenace Service Agreement
Form Rev. 6-2024

successors and assigns may amend this Agreement.

7 .22. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

7 .23. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

7 .24. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

7 .25. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

[Signature page follows.]

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Form Rev. 6-2024

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CONTRACTOR

__________________________________ Date: __________________________ Signature

__________________________________
[Name and Title]

__________________________________ Date: __________________________ Signature

__________________________________
[Name and Title]

CITY OF COSTA MESA

__________________________________ Date: __________________________ Lori Ann Farrell Harrison
City Manager

ATTEST:

__________________________________
Brenda Green
City Clerk

APPROVED AS TO FORM:

__________________________________ Date: __________________________ Kimberly Hall Barlow
City Attorney

APPROVED AS TO INSURANCE:

__________________________________ Date: __________________________ Ruth Wang
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Risk Management

APPROVED AS TO CONTENT:

__________________________________ Date: __________________________ Robert Ryan
Project Manager

DEPARTMENTAL APPROVAL:

__________________________________ Date: __________________________ Raja Sethuraman
Public Works Director

APPROVED AS TO PURCHASING:

__________________________________ Date: __________________________ Carol Molina
Finance Director
588
15 Precision Concrete Cutting
Form Rev. 12-5-22

589

EXHIBIT A

Precision Concrete’s On-Call Services For Concrete Remediation Sidewalk Inspection Services Proposal To The City Of Costa Mesa

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EXHIBIT B

Master Agreement Between The Foundation For California Community Colleges And Southern California Precision Concrete, Dba Precision Concrete Cutting, A California Corporation, (“Supplier”), (The “Master Agreement).
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EXHIBIT C

INSURANCE CERTIFICATES

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EXHIBIT D

CITY COUNCIL POLICY 100-5

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BACKGROUND

Under the Federal Drug-Free Workplace Act of 1988, passed as part of omnibus drug legislation enacted November 18, 1988, contractors and grantees of Federal funds must certify that they will provide drug-free workplaces. At the present time, the City of Costa Mesa, as a sub- grantee of Federal funds under a variety of programs, is required to abide by this Act. The City Council has expressed its support of the national effort to eradicate drug abuse through the creation of a Substance Abuse Committee, institution of a City-wide D.A.R.E. program in all local schools and other activities in support of a drug- free community. This policy is intended to extend that effort to contractors and grantees of the City of Costa Mesa in the elimination of dangerous drugs in the workplace.

PURPOSE

It is the purpose of this Policy to:

1. Clearly state the City of Costa Mesa’s commitment to a drug-free society.

2. Set forth guidelines to ensure that public, private, and nonprofit organizations receiving funds from the City of Costa Mesa share the commitment to a drug-free workplace.

POLICY

The City Manager, under direction by the City Council, shall take the necessary steps to see that the following provisions are included in all contracts and agreements entered into by the City of Costa Mesa involving the disbursement of funds.

1. Contractor or Sub-grantee hereby certifies that it will provide a drug-free workplace by:

a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in Contractor’s and/or sub -grantee’s workplace, specifically the job site or location included in this contract, and specifying the actions that will be taken against the employees for violation of such prohibition;

SUBJECT

DRUG-FREE WORKPLACE
POLICY
NUMBER
100-5

EFFECTIVE
DATE
8-8-89

PAGE

1 of 3
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SUBJECT

DRUG-FREE WORKPLACE
POLICY
NUMBER
100-5

EFFECTIVE
DATE
8-8-89
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b. Establishing a Drug-Free Awareness Program to inform employees about:

1. The dangers of drug abuse in the workplace;

2. Contractor’s and/or sub-grantee’s policy of maintaining a drug-free workplace;

3. Any available drug counseling, rehabilitation and employee assistance programs; and

4. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;

c. Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by subparagraph A;

d. Notifying the employee in the statement required by subparagraph 1 A that, as a condition of employment under the contract, the employee will:

1. Abide by the terms of the statement; and

2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction;

e. Notifying the City of Costa Mesa within ten (10) days after receiving notice under subparagraph 1 D 2 from an employee or otherwise receiving the actual notice of such conviction;

f. Taking one of the following actions within thirty (30) days of receiving notice under subparagraph 1 D 2 with respect to an employee who is so convicted:

1. Taking appropriate personnel action against such an employee, up to and including termination; or

2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health agency, law enforcement, or other appropriate agency;

595

SUBJECT

DRUG-FREE WORKPLACE
POLICY
NUMBER
100-5

EFFECTIVE
DATE
8-8-89
PAGE

3 of 3

g. Making a good faith effort to maintain a drug- free workplace through implementation of subparagraphs 1 A through 1 F, inclusive.

2. Contractor and/or sub-grantee shall be deemed to be in violation of this Policy if the City of Costa Mesa determines that:

a. Contractor and/or sub -grantee has made a false certification under paragraph 1 above;

b. Contractor and/or sub-grantee has violated the certification by failing to carry out the requirements of subparagraphs 1 A through 1 G above;

c. Such number of employees of Contractor and/or sub-grantee have been convicted of violations of criminal drug statutes for violations occurring in the workplace as to indicate that the contractor and/or sub- grantee has failed to make a good faith effort to provide a drug-free workplace.

3. Should any contractor and/or sub- grantee be deemed to be in violation of this Policy pursuant to the provisions of 2 A, B, and C, a suspension, termination or debarment proceeding subject to applicable Federal, State, and local laws shall be conducted. Upon issuance of any final decision under this section requiring debarment of a contractor and/or sub-grantee, the contractor and/or sub -grantee shall be ineligible for award of any contract, agreement or grant from the City of Costa Mesa for a period specified in the decision, not to exceed five (5) years. Upon issuance of any final decision recommending against debarment of the contractor and/or sub-grantee, the contractor and/or sub-grantee shall be eligible for compensation as provided by law.

596

CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 24-401 Meeting Date: 11/19/2024
TITLE:

AWARD THE MAINTENANCE SERVICES AGREEMENT FOR TREE MAINTENANCE SERVICES AND TREE CARE WITH WEST COAST ARBORISTS, INC.

DEPARTMENT: PUBLIC WORKS DEPARTMENT/MAINTENANCE SERVICES DIVISION PRESENTED BY: RAJA SETHURAMAN, PUBLIC WORKS DIRECTOR
CONTACT INFORMATION: ROBERT RYAN, MAINTENANCE SERVICES MANAGER (714) 754-5123
RECOMMENDATION:

Staff recommends the City Council:

1. Award the Maintenance Services Agreement (MSA) with West Coast Arborists, Inc. for tree maintenance services and tree care in the annual amount of $1,100,000, based on pricing provided through a cooperative agreement with the City of Rialto, for a term for an initial three- year period, effective December 1, 2024 - June 30, 2029, with the option of two one-year renewal period.

2. Authorize a ten percent (10%) contingency annually for emergency response, special events and other unforeseen costs, and approval for Consumer Price Index (CPI) escalation and de- escalation.

3. Authorize the City Manager or designee to execute the agreement and future amendments to this agreement within Council authorized limits.

BACKGROUND:

The City of Costa Mesa maintains approximately 24,000 trees. The Public Works Department’sParks Maintenance section directs, monitors, and coordinates tree maintenance citywide. The maintenance consists of tree and palm trimmings, tree plantings, small tree care, tree removals, root pruning, arborist services, tree and tree canopy assessments, GIS tree inventory, and tree-related work associated with the City’s curb and sidewalk projects. The City has contracted with West Coast Arborists, Inc. (WCA) for tree maintenance services for more than twenty-five (25) years. The City’s current agreement with WCA had an initial term from December 1, 2019, through November 30, 2022. Subsequently, the City exercised two extension options, extending the final term of the agreement through November 30, 2024.

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File #: 24-401 Meeting Date: 11/19/2024
ANALYSIS:

Maintaining the City’surban forest is consistent with the City Council-approved goals and priorities of improving city parks and investing in infrastructure including parkways, medians, and trees.

Staff analyzed various contracts and Requests for Proposals between tree maintenance contractors and municipalities and determined that WCA’spricing and services aligned the most with the required services. WCA has conducted business in Southern California for over fifty (50) years and has provided tree maintenance services to the City of Costa Mesa for more than twenty-five (25) years.

WCA contracts exclusively with government agencies and municipalities, local agencies including the Cities of Garden Grove, Huntington Beach, Laguna Beach, Newport Beach, Orange, Santa Ana, Tustin, County of Orange, Orange County Fire Authority, and the Orange County Sanitation District.

In order to identify a scope of work and a contract that met the maintenance needs of the City’s Urban Forest, staff reviewed and compared contracts between WCA and other municipalities utilizing a competitive pricing agreement. Several key elements were identified, including an online Urban Forestry Management System, mobile applications, GIS tree inventory, a work order tracking system, urban forest valuation reports, and recycling reports. Further, staff considered the cultural practices that support the overall health of urban forests, items such as young tree care, preventive and ongoing maintenance to protect trees against invasive insects and disease, trimming standards, and vertical mulching.

Subsequently, staff identified a cooperative agreement between the City of Rialto and WCA for tree trimming and removal services, which contained a well-defined scope of work that addressed all of staff’sconcerns and criteria. The term of the agreement is for an initial three (3) year period through June 30, 2027, with the option of two one-year renewal period. This agreement meets the City’s purchasing requirements. These agreements were competitively bid by the City of Rialto through a formal Request for Proposal (RFP) process, assuring a low price and that a highly qualified, responsive vendor was obtained (Attachment 1).

During the analysis of the contract, staff discussed the cooperative agreement and scope of work with WCA to obtain further clarification on the agreement and confirmed that the quality of the proposed services aligns with the City of Costa Mesa’s goals and expectations.

Staff is recommending City Council approval of the proposed Maintenance Services Agreement with West Coast Arborists, Inc. for the City’stree maintenance services and tree care for a term of four years and seven months effective December 1, 2024 - June 30, 2029, in the annual amount of $1,100,000 (Attachment 2).

ALTERNATIVES:

The City Council could direct staff to conduct a formal RFP process to acquire tree maintenance services. However, this process is unlikely to obtain pricing below that of the City of Rialto. The agreement with the City of Rialto was based on an extensive formal RFP process.

FISCAL REVIEW:

The funding for this contract is available in the FY 2024-25 Public Works Department’sAdopted Budget in the General Fund (Fund 101).

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File #: 24-401 Meeting Date: 11/19/2024
LEGAL REVIEW:

The City Attorney’sOffice has reviewed this report, prepared the Maintenance Services Agreement, and approved them both as to form.

CITY COUNCIL GOALS AND PRIORITIES:

This item supports the following City Council goal:
· Strengthen the public’s safety and improve the quality of life.

CONCLUSION:

Staff recommends the City Council:

1. Award the Maintenance Services Agreement (MSA) with West Coast Arborists, Inc. for tree maintenance services and tree care in the annual amount of $1,100,000, based on pricing provided through a cooperative agreement with the City of Rialto, for a term of four years and seven months, effective December 1, 2024 - June 30, 2029.

2. Authorize a ten percent (10%) contingency annually for emergency response, special events and other unforeseen costs, and approval for Consumer Price Index (CPI) escalation and de- escalation.

3. Authorize the City Manager or designee to execute the agreement and future amendments to this agreement within Council authorized limits.

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ATTACHMENT 1
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1 West Coast Arborists, Inc.

Form Rev. 12-5-22

CITY OF COSTA MESA

MAINTENANCE SERVICES AGREEMENT
WITH
WEST COAST ARBORISTS, INC.

TH
IS MAINTENANCE SERVICES AGREEMENT (“Agreement”) is made and entered into this 1st day of December, 2024 (“Effective Date”), by and between the CITY OF COSTA MESA, a municipal corporation (“City”), and West Coast Arborists, Inc., a California corporation, (“Contractor”).

W
I T N E S S E T H :

A. C
ity proposes to utilize the services of Contractor as an independent contractor to pr
ovide tree maintenance services, as more fully described herein; and B. S
ection 2-165 of the Costa Mesa Municipal Code permits the City to purchas e s
ervices through competitively awarded agreements of other local, state, or federal government agencies, a process known as “piggybacking”; and C. The C
ity of Rialto competitively awarded Contractor a contract effective July 1, 2024 for tree maintenance services, attached hereto as Exhibit “A” and incorporated herein by reference (“Rialto Contract”); and D. The C
ity desires to “piggyback” onto the Rialto Contract, and Contractor consents to the “piggybacking”; and
E. C
ity and Contractor desire to contract for the tree maintenance services in accordance with the Rialto Contract, subject to the modifications set forth herei n; and
F. C
ontractor represents that it has the experience and expertise to properly perform such services and holds all necessary licenses to practice and perform the services; and
G. C
ity and Contractor desire to contract for the services and desire to set forth their rights, duties and liabilities in connection with the performance of such services; and
H. N
o official or employee of City has a financial interest, within the provisions of S
ections 1090-1092 of the California Government Code, in the subject matter of thi
s Agreement.

N
OW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1. C
ontractor agrees to perform the services set forth in the Rialto Contract for the City in accordance with the terms of the Rialto Contract, except as otherwise stated herein.

2. E
xcept as otherwise stated herein, the terms and conditions of the Rialto Contract shall ATTACHMENT 2
636
2 West Coast Arborists, Inc.

Form Rev. 12-5-22

form the basis of this Agreement, with the City having the rights, duties, and obligations of the City of Rialto set forth in the Rialto Contract.

3. If any provision of this Agreement conflicts with any provision of the Rialto Contract, then the terms, conditions and provisions of this Agreement shall control.

4. The terms and conditions of the Rialto Contract are modified, amended, or supplemented as follows:

a) All references in the Rialto Contract shall be considered references to the City of Costa Mesa.

b) Section 1.7 shall be amended to read as follows:

1. 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 1600, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “Public Works” and “Maintenance” project. Consultant shall defend, indemnify, and hold City, its elected officials, officers, employ ees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Law.

2. Payment of Prevailing Wages. Contractor shall pay the prevailing wage rates for all work performed under this Agreement. When any craft or classification is omitted from the general prevailing wage determinations, Contractor shall pay the wage rate of the craft or classification most closely related to the omitted classification. A copy of the general prevailing wage rate determination is on file in the Office of the City Clerk and is incorporated into this Agreement as if fully set forth herein. Contractor shall post a copy of such wage rates at all times at the project site(s).

3. Legal Working Day. In accordance with the provisions of Labor Code Section 1810, et seq., eight (8) hours is the legal working day. Contractor and any subcontractor(s) of Contractor shall comply with the provisions of the Labor Code regarding eight (8)-hour work day and 40-hour work week requirements, and overtime, Saturday, Sunday, and holiday work. Work performed by Contractor’s or any subcontractor’s employees in excess of eight (8) hours per day, and 40 hours during any one week, must include compensati on for all hours worked in excess of eight (8) hours per day, or 40 hours during any one week, at not less than one and one-half times the basic rate of pay. Contractor shall forfeit as a penalty to City Twenty -Five Dollars ($25.00), or any greater penalty set forth in the Labor Code, for each worker employed in the execution of the work by Contractor or by any subcontractor(s) of Contractor, for each calendar day during which such worker is required or permitted to work more than eight (8) hours in one calendar day or more than 40 hours in any calendar week in violation of the Labor Code.

4. Apprentices. Contractor shall comply with the provisions of Labor Code Section 1777.5 concerning the employment of apprentices on public works project.

Contractor shall be responsible for ensuring compliance by its subcontractors with Labor Code Section 1777.5.

5. Payroll Records. Pursuant to Labor Code Section 1776, Contractor and any subcontractor(s) shall keep accurate payroll records, showing the name, 637
3 West Coast Arborists, Inc.

Form Rev. 12-5-22

address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by Contractor or any subcontractor in connection with this Agreement. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: (1) The information contained in the payroll record is true and correct; and (2) The employer has complied with the requirements of Sections 1771, 1881, and 1815 of the Labor Code for any work performed by his or her employees on this project. The payroll records shall be certified and shall be available for inspection at all reasonable hours in accordance with the requirements of Labor Code Section 1776.

6. Registration with DIR. Contractor and any subcontractor(s) of Contractor shall comply with the provisions of Labor Code Section 1771 and Labor Code 1725.5 requiring registration with the DIR.

c) Section 2.1 shall be amended to read as follows:

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor an annual not to exceed amount of One Million One Hundred Thousand Dollars ($1,100,000.00) (the “Contract Sum”). The Contract Sum may also be increased for additional services pursuant to Section 1.9.

d) Section 3.4 shall be deleted in its entirety and replaced as follows:

Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect through completion of the services related to Request for Proposals No. 24-025, (the “Project” ), and as identified in the Schedule of Performance, Exhibit “C”. The initial contract will be for Four (4) years Seven (7) months, from December 1, 2024, through June 30, 2029.

Agreement Price. Contractor agrees not to raise Contractor’s prices during the initial two (2) years of this Agreement. Thereafter, Contractor may request in writing at least sixty (60) days prior to December 1, 2026, a price increase based on an increase Consumer Price Index for All Urban Consumers for the Los Angeles-Long Beach-Anaheim area (CPI). The adjustment will be determined using the June index for the current year and the June index for the preceding year. However, in no event shall any increase i n Contractor’s prices exceed two percent (2%). Contractor’s written request for a price increase shall include reference to the CPI index, the percentage CPI increase, and Contractor’s revised prices based on such CPI increase. The price increase shall be effective on the first day after the initial two (2) year period of the Agreement.

e) Section 7.1 shall be amended to read as follows:

California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relating to this Agreement shall be instituted in the Superior Court of 638
4 West Coast Arborists, Inc.

Form Rev. 12-5-22

the County of Orange, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, Eastern Division.

f) Section 9.3 shall be amended to provide the following contact information for City.

If to City: City of Costa Mesa
Attention: Robert Ryan
77 Fair Drive
Costa Mesa, CA 92626

CC: City of Costa Mesa
Attn: Purchasing
77 Fair Drive
Costa Mesa, CA 92626

g) The certificates of insurance required by Section 5.2 of the Rialto Contract shall be attached hereto as Exhibit “B.”

h) Contractor shall provide a drug-free workplace by complying with all provisions set forth in City’s Council Policy 100-5, attached hereto as Exhibit “D” and incorporated herein by reference. Contractor’s failure to conform to the requirements set forth in Council Policy 100-5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City.

i) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

[Signature page follows.]

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5 West Coast Arborists, Inc.

Form Rev. 12-5-22

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CONTRACTOR

__________________________________ Date: __________________________ Signature

__________________________________
[Name and Title]

__________________________________ Date: __________________________ Signature

__________________________________
[Name and Title]

CITY OF COSTA MESA

__________________________________ Date: __________________________ Lori Ann Farrell Harrison
City Manager

ATTEST:

__________________________________
Brenda Green
City Clerk

APPROVED AS TO FORM:

__________________________________ Date: __________________________ Kimberly Hall Barlow
City Attorney

APPROVED AS TO INSURANCE:

__________________________________ Date: __________________________ Ruth Wang
Risk Management

640
6 West Coast Arborists, Inc.

Form Rev. 12-5-22

APPROVED AS TO CONTENT:

__________________________________ Date: __________________________ Robert Ryan
Project Manager

DEPARTMENTAL APPROVAL:

__________________________________ Date: __________________________ Raja Sethuraman
Public Works Director

APPROVED AS TO PURCHASING:

__________________________________ Date: __________________________ Carol Molina
Finance Director

641

EXHIBIT A

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF RIALTO AND
WEST COAST ARBORISTS, INC.
642
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PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF RIALTO AND

WEST COAST ARBORISTS, INC

THIS SERVICES AGREEMENT (herein “Agreement”) is made and entered into this 1st day of July, 2024, by and between the City of Rialto, a municipal corporation and California general law city (“City”), and West Coast Arborists, Inc. a California C Corporation, (“Consultant”). City and Consultant are sometimes individually referred to as “Party” or collectively as “Parties”.

RECITALS
A. City has sought, by Request for Proposals No. 24-025, the performance of professional services related to the trimming, complete removal of trees and stumps, watering, disease/pest control, plantings, new tree care w atering, staking, root pruning, skinning, and GIS inventory/internet database , as defined and described particularly in Article 1 of this Agreement.

B. Following the submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, Consultant was selected by the City to perform those services.

C. Pursuant to Chapter 2.48 of the Rialto Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize t he selection of Consultant for the performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

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1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, Consultant shall provide those professional services associated with the trimming, complete removal of trees and stumps, watering, disease/pest control, plantings, new tree care watering, staking, root pruning, skinning, and GIS inventory/internet database , and as specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which services may be referred to herein as the “services” or “work” hereunder.

As a material inducement for City to enter into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreeme nt in a thorough, competent, and professional manner, it meets all local, state, and federal requirements in performing the services, and it is experienced in performing the work and services contemplated herein.

Consultant shall at all times faithfully, competently, and to the best of its ability, experience, and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all ma terials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more professional firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City’s Request for Proposals No. 24-025; and, (4) the Consultant’s signed, original pro posal submitted to the City (“Consultant’s Proposal”), (collectively referred to as the “Contract Documents”) . The Contract Documents and Accepted Proposal shall be incorporated herein by this reference as though fully set forth herein. In the event of a ny inconsistency between the Scope of Services, Consultant’s Proposal, and/or this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any federal, state, or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees, and Assessments.

Consultant shall obtain, at its sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend, and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City hereunder.

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1.5 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. If Consul tant discovers any latent or unknown conditions that will materially affect the performance of the services hereunder, then Consultant shall immediately inform the City of such fact and shall not proceed except at City’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies, and/or other co mponents thereof, to prevent losses or damages, and shall be responsible for all such damages to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.7 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 1600, 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. It is the understanding of City and Consultant that the Prevailing Wage Laws may not apply to this Agreement because the Agreement does not involve any services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder. However, Consultant shall defend, indemnify, and hold City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

1.8 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless specified in this Agreement, neither Party shall be responsible for the service of the other.

1.9 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 645
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extra work or change may be undertaken unless a written order is first given by the Contract Officer to the Consultant, describing in detail the extra work or change and the reason(s) therefor and incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work or change, and/or (ii) the time to perform this Agreement, which said adjustments shall be reflected in an amendment to the Agreement subject to the written approval of the Parties. Any amendment to this Agreement shall be reviewed and approved by the City Manager. In accordance with Rialto Municipal Code section

2.48.180, increases in compensation of this Agreement may be approved by t he City Manager provided: (a) the initial Contract Sum was less than One Hundred Thousand Dollars ($100,000) and the amended Contract Sum when consider ing any or all amendments will not exceed One Hundred Thousand Dollars ($100,000); or (b) the agreement was approved by the City Council and the increases in compensation taken either separately or cumulatively do not exceed One Hundred Thousand Dollars ($100,000). Any greater increases, taken either separately or cumulatively must be approved by the City Cou ncil. Payment for additional services rendered by Consultant under this Agreement requires the submission of the actual costs of Consultant’s performance of the extra work with the invoice(s) for the extra work claim(s), as provided in Section 2.4. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors.

No claim for an adjustment in the contract amount or time for performance shall be valid unless the procedures established in this Section are followed.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “B” and incorporated herein by this reference. Upon commencement of this Agreement the total compensation, including reimbursement for actual expenses, shall not exceed Five Hundred Fifty Thousand Dollars and Zero Cents ($550,000.00) (the “Contract Sum”).

The Contract Sum may also be increased for additional services pursuant to Section 1.9.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services; (iii) payment for time and materials based upon the Consultant’s rates as specified in t he Schedule of Compensation, provided that time estimates are provided for the performance of sub tasks, but not exceeding the Contract Sum; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

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Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub -contractor contracts.

Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City may independently review each invoice submitted by the Consultant to determine whether the work performed, and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section

7.3, City will use its best efforts to cause Consultant to be paid within thirty (30) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within thi s time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission.

2.5 No Waiver.

Review and payment by City to Consultant of any invoice for work perform ed by Consultant pursuant to this Agreement shall not be deemed a waiver of any defects in work performed by Consultant or of any rights or remedies provided herein or any applicable law.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “ C” and DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 647
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incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall, within ten (10) days of the commencement of such delay, notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer shall extend the time for performance in accord ance with the procedures set forth in Section

1.9. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the pe rformance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect through completion of the services related to Request for Proposals No. 24-025, (the “Project”) , and as identified in the Schedule of Performance, Exhibit “C”. The initial contract will be for three years, from July 1, 2024, through June 30, 2027. The City may extend the Contract for up to two (2) optional one (1) year term extensions based on satisfactory performance. All extensions are subject to satisfactory performance, additional negotiations, and City Council approval as necessary.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Patrick Mahoney President
(Name) (Title)

Richard Mahoney Secretary
(Name) (Title)

It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Principals were a substantial inducement for City to enter into DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 648
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this Agreement. Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent pers onnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires to reassign any staff or subcontractor of Consultant, Consultant shall, immediately upon a Reassign Notice from City of such desire of City, reassign such persons or persons.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care, or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any su ch rights.

4.3 Contract Officer.

The Contract Officer shall be the City Manager or other such person designated by the City Manager. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the pe rformance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer.

Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control o f Consultant’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service.

Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to Ci ty a wholly independent contractor with only such DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 649
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obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability, and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement.

Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services requi red hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or contro l of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees, and agents of City:
(a) Comprehensive General Liability Insurance (Occur rence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury, and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 p er occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
(b) Worker’s Compensation Insurance . A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure, and provide legal defense for both the Consultant and the City against any loss, claim, or damage arising from any injuries or occupational diseases occurring to any worker employed by or a ny persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 650
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not less than $1,000,000. Said policy shall include coverage for owned, non -owned, leased, and hired cars.
(d) Professional Liability. Professional liability insurance appropriate to the Consultant’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endo rsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of th is Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements.
(f) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees, and agents as additional insureds, and any insurance maintained by City or its officers, employees, or agents shall apply in excess of, and not contribute with, Consultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self -insured retention, any additional insured may satisfy the self -insured retention. All of said policie s of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any Party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said po licies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of all required insurance policies at any time.

Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

City, its respective elected and appointed off icers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees, or volunteers. Consultant’s insurance shall apply DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 651
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separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Cons ultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3.

In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification.

To the full extent permitted by law, Consultant ag rees to indemnify, defend, and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations, or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), arising from Consultant’s reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant, or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connect ion with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents, or em ployees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 652
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to pay to the City, its officers, agents, or employees, any and all costs and expenses incurred by the City, its officers, agents , or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar, indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckle ss or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fu llest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness, or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

Notwithstanding the foregoing, to the extent that the Consultant’s services a re subject to California Civil Code Section 2782.8, the above indemnity, including the cost to defend, shall be limited to the extent required by Civil Code Section 2782.8.

5.4 Sufficiency of Insurer or Surety.

Insurance required by this Agreement shall b e satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager Consultant.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books a nd records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services.

Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcr ipts from such records. Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 653
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the event any audit is required. In the event of dissolution of Consultant’ s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest.

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the perform ance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of t his Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or a ssignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.

6.4 Confidentiality and Release of Information.
(a) All information gained, or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or wor k product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents, or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 654
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work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant.

However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California.

Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of San Bernardino, State of California, or any other appropriate court in such county, and Consultant covena nts and agrees to submit to the personal jurisdiction of such court in the event of such action.

In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, Eastern Division.

7.2 Disputes; Default.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s defau lt shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

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7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any Party to this Agreement of any term, condition, or covenan t of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.6 Legal Action.

In addition to any other rights or remedies, either Party ma y take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent wi th the purposes of this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. City reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 656
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the period of notice may be such shorter time as may be determined by the Contr act Officer. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer.

Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7. 3. In the event of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Co nsultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpos e of set-off or partial payment of the amounts owed the City as previously stated.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial int erest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any mo ney or other consideration for obtaining this Agreement.

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Additionally, pursuant to Rialto Municipal Code section 2.48.145, Consultant represents that it has disclosed whether it or its officers or employees is related to any officer or employee of the City by blood or marriage within the third degree which would subject such officer or employee to the prohibition of California Government Sections 87100 et. seq., Fair Political Practices Commission Regulation Section 18702, or Government Code Section 1090. To this end, by approving this Agreement, Consultant attests under penalty of perjury, personally and on behalf of Consultant, as well its officers, representatives, that it/they have no relationship, as described above, or financial interests, as such term is defined in California Government Section 87100 et. seq., Fair Political Practices Commission Regulation Section 18702, or Government Code Section 1090, with any City of Rialto elected or appointed official or employee, except as specifically disclosed to the City in writing.

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, gender identity, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, sexual orientation, gender, gender identity, marital status, national origin, ancestry, or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sa nctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorney’s fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Facilities and Equipment.

Except as otherwise provided, Consultant shall, at its own cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space (“City Facilities”), as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quality, and time of furnishing of City Facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facilities that may involve incurring any direct expense, including but not limited to computer, long distance telephone, network data, internet, or other communication charges, vehicles, and reproduction facilities.

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9.2 Payment of Taxes.

Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal and state taxes.

9.3 Notices.

All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by pre -paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if deliv ered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e -mails, text messages, instant messages are not acceptable manners of notice required hereunder.

Notices or other communications shall be addressed as follows:

If to City: City of Rialto
150 S. Palm Ave.

Rialto, CA 92376
Attn: City Manager
Tel: (909) 820-2525
Fax: (909) 820-2527

With copy to: Burke, Williams & Sorensen, LLP
1770 Iowa Avenue, Suite 240
Riverside, CA 92507
Attn: Eric S. Vail, City Attorney
Tel: (951) 788-0100
Fax: (951) 788-5785

If to Consultant: West Coast Arborists, Inc
9465 Schaefer Ave
Ontario, CA 91761
Patrick Mahoney/President
(714) 991-1900/[email protected]
Either Party may change its address by notifying the other Party of the change of address in writing.

9.4 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Par ty by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

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9.5 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.6 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties. It is understood that there are no oral agreements be tween the Parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the Parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.7 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction , such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereun der unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

9.8 Corporate Authority.

The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

9.9 Conflicting Terms
Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control. [SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF , the parties hereto have executed and entered into this Agreement on the date first written above.

CITY: CONSULTANT:

CITY OF RIALTO, a municipal West Coast Arborists, Inc., a California C Corporation
corporation

By: By:

Michael Milhiser, Interim City
Manager
Signature

ATTEST: Patrick Mahoney
Name

By:

Barbara A. McGee, City Clerk President
Title

APPROVED AS TO FORM:

By:

Burke, Williams & Sorensen, LLP Signature

By: Richard Mahoney
Eric S. Vail, City Attorney Name

Secretary
Title

**Two signatures are required if a
corporation**

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EXHIBIT “A“

SCOPE OF SERVICES
Scope of Work

1. WORK TO BE DONE BY CONTRACTOR

a. Work will be performed at various times and locations within the service area of the City of Rialto. The Contractor is not authorized to perform any work under these specifications until the Contractor has received, from City designated personnel, notification to commence work. The notification will specify the location and type of work to be performed. If during the commencem ent of work, a discrepancy arises, the Contractor shall immediately notify the City’s designated personnel. Work will include but is not limited to trimming, complete removal of trees and stumps, watering, disease/pest control, plantings, new tree care watering, staking, root pruning, skinning, and GIS inventory/internet database.

b. The Contractor is responsible to obtain from the City designated personnel information for grids in order to meet grid tree management standards for each grid type before star ting work. It is understood by the Contractor that grid areas are to continue their normal operation during grid trimming. The Contractor is to provide and use all protective equipment necessary to protect the Contractor’s employees.

c. The Contractor shall, prior to commencing work, be responsible for notifying the residents at each address with a door hanger of the intended municipal tree management service at least forty-eight hours prior to commencing work and a NO Parking sign shall be placed on the t ree with the use of string ties, no nails or staples allowed.

d. Sufficient crews shall be maintained at all times to maintain Municipal Tree Management standards established by the City.

e. The Contractor shall submit a daily electronic report defining the work schedule, status, updates, any problems encountered, and any other information requested by City personnel. Daily report should be - delivered to Public Works Director, Contract Administrator or designee, Contract Administrator and City inspector b y 7:30 A.M. each weekday morning.

f. No work will be performed on the weekends with the exception of emergencies and pre-approved work by City designated personnel. Overtime work performed at the option of, or for the convenience of the Contractor will be inspected by the City at the expense of the Contractor.

g. Invoice will be paid in full when municipal tree management work is completed on time, City designated personnel agrees work is complete, and invoice is submitted.

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h. All work performed by the C ontractor will be at the sole expense of the Contractor as part of the agreement.

i. The Contractor shall provide an internet-based GIS inventory system for all grids and work performed in the City. This will include but not limited to tree varieties, species, diameter, height, location, and invoicing information. Contractor, at their expense, will be responsible to migrate and/or update existing City inventory data into contractor's internet -based inventory system within 90 days of contract implementation.

j. The Contractor will comply with all City of Rialto Municipal Codes, Article 38 of the High Voltage Electrical Safety Orders and Article 12 of the General Industry Safety Orders, Title 8 of the California Administrative Code, Clearance of Brush or Vegetative Growth from Electrical Lines, Item 15, Appendix ll -A, Uniform Fire Code, California State Fire Marshall Code, General Order 95 National Electric safety Code, Occupational Safety and Health Act Federal and State and any other laws, codes and regulation s required for safe municipal tree management activities.

k. All service requests sent to the Contractor via email will be labeled with one of the following priority levels:

 ASAP- The contractor is to respond within one hour.
 Priority 1- The contractor is to respond within forty-eight (48) hours.  Priority 2- The contractor is to respond within fourteen (14) days.  Priority 3- The contractor is to respond within thirty (30) days.

l. Non-emergency unscheduled work shall consist of additional work performed outside of the normal schedule and scope and within a reasonable amount of time not to exceed 30 days. As determined by the Contract Administrator or designee, out-of-cycle municipal tree management activities will be billed as a service request.

m. The Contractor guarantees all work provided by them against all defects for a period of six (6) months, unless noted otherwise, from the date of final acceptance.

The Public Works Director, Contract Administrator or designee will confirm the date of final accep tance in writing. The Contractor agrees that if failure does occur in that six-month period, they will be held liable for all costs related to that failure caused by poor workmanship.

n. Contractor shall always employ three levels of supervision for the City of Rialto:

 Area Manager-ISA Certified Arborist to manage daily operations.  Field Supervisor-ISA Certified Arborist, Certified Tree Worker/Certified Climber to oversee daily field operations.  Working Foreman-Certified Tree Worker and Certified Climber to oversee crews working in field.

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o. Contractor will be responsible for removing vegetation including vines and ivy from trees at ground level. No tendrils will be left behind.

p. All stumps that cannot be stump ground will be flush-cut at ground level and will be treated with an approved stump killer as directed by City-designated personnel.

Contractor must be aware of the nature and mode of actions of herbicides so as not to injure or kill adjacent trees of the same species through underground crossing or grafting of the root system. Tree stumps may be removed at the request of City designated personnel.

q. The Contractor will respond to emergency calls on a 24 -hour basis. The Contractor shall have emergency crew on site within the established priority service levels.

r. Trees with more than one trunk from the same rootstock visible from the ground will be considered as one unit.

s. Telecommunication lines shall be cleared from strain or abrasion.

2. VOLUNTEER PARTICIPATION
The Contractor when possible, will provide additional services as part of "Giving Back" to the community and various organizations. The Contractor will work with the City to make available extraordinary services to the City including, but not limited to, Arboriculture education, participation in Earth Day, other City events, and special community projects.

3. GREEN WASTE AND RECYCLING
All tree branches produced as a result of the contractor ’s operations under this contract shall be reduced, reused, recycled, and/or transformed. Included in the monthly billing for tree maintenance the City will receive a green waste report detailing the amount of debris recycled and location. This report must be in compliance with Assembly Bill 939.

Contractor agrees to reduce, reuse, recycle or t ransform 100% of all material produced as a result of tree trimming operations. Woodchips or mulch generated from pruning operations within the City may first be dumped at a City designated and approved site. If the City has no use for woodchips or mulch generated from tree trimming operations and contractor has no other way to recycle or reuse the material, then Contractor agrees to transport the material to any state recognized recycling facility at no charge to the City. The contractor must meet all stat e reporting requirements and supply to the City waste tonnage reports for all recycled material with the monthly invoice.

Work sites shall be cleaned on a daily basis with no limbs, brush or debris left overnight.

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4. TRAINED PERSONNEL
The Contractor shall assign only qualified/certified Tree Trimmers/Climber Specialists who have completed a minimum of 18 months of certified training in accordance with American National Standards Institute Z133.1 guidelines.

5. DAMAGES
All damages resulting from contractors ’ operations shall be repaired at the Contractor's expense.

6. CITY REQUESTS
The contractor shall respond within 1 hour of any request by the City to address tree issues.

7. MUNICIPAL TREE MANAGEMENT- GENERAL GUIDELINES
All City trees shall be pruned using only pr ofessionally accepted standards, as established by the International Society of Arboriculture (ISA), National Arborists Association (NAA), and American National Standards Institute (ANSI) Section Z133.1. All City trees shall be pruned in a manner that will encourage good development while preserving their health, structure, and natural appearance.

The contractor shall perform municipal tree management operations in accordance with the minimum standards set by the following agencies. Rialto Standards will supersede these minimum standards as stated in Article 2, Item 2. a. ANSI Standard A300 (Part 1) Pruning
b. ISA Best Management Practices - Tree Pruning
c. ISA Tree Pruning Guidelines

d. Cal -trans Encroachment Permits, Utility and Tree Trimming Special Provisions (TR- 159)
e. American National Standard Practice for Roadway Lighting (ANSI /I ESNA RP-800)
f. California Public Utilities Commission General Order 95

8. MUNICIPAL TREE MANAGEMENT- SPECIFIC STANDARD FOR THE CITY OF RIALTO

Prevent branch and foli age interference with the requirements of safe public passage. Over residential streets limbs shall be maintained gradually from nine (9) feet at the curb to fifteen (15) feet over traffic lanes. Over arterial streets, limbs shall be maintained at a maximu m height of fifteen (15) feet from grade to wood.

Over sidewalks, limbs shall be maintained at a height of eight (8) feet from grade to wood. In City parks, over playground equipment, limbs shall be maintained at a height of eight (8) feet from highest point on playground equipment.

Contractor shall perform all work in accordance with Western Chapter ISA Pruning Standards, ANSI A300 Standards, and City Specifications.

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Remove all dead and dying branches and branch stubs that are an inch or longer.

Remove all broken or loose branches.

Remove any live branches that interfere with the tree ’s structural strength and healthful development, which will include the following:

1. Limbs, which rub and abrade a more important branch.

2. Limbs of weak structure, which are not important to the framework of the tree.

3. Limbs, which if allowed to grow, would wedge apart the junction of more important branches.

4. Limbs forming multiple leaders in a single leader type tree.

5. Branches near the end of a limb, which will produce more weight or offer more resistance to wind than the limb is able to support.

6. Undesirable sucker and water sprout growth giving specific attention not to nick or damage the sprout "burl’.

7. Selective removal of one or more developing leaders w here multiple branch growth exists near the end of broken or stubbed limbs.

8. Selective removal of limbs obstructing buildings or other structures, streetlights, or traffic signs.

9. All loose Palm Frond bases will be removed from all Palm trees using a shovel or other City approved device.

10. Telecommunication lines to be cleared from strain or abrasion.

11. Cut back ends of branches to a suitable lateral limb to reduce weight where excessive overburden appears likely to result in breakage of supporting limbs. Caution must be taken not to create "lion-tailing" which is caused by removing all or most of the inner foliage. Lion -tailing places foliage weight at the ends of the branches and may result in sunburn, water sprouts, and weakened branch structure and limb breakage.

12. On mature trees only, clear water sprouts or sucker growth to a minimum height of eight (8) feet above ground level.

13. Maintain a balanced appearance when viewed from the opposite side of the street immediately opposite the tree.

14. Remove all vines entwined in trees and on tree trunks. Vine tendrils shall be removed without injury to the tree.

15. Clear all branches and foliage within four (4) to six (6) feet of primary electrical lines.

16. When pruning cuts are made to a suitabl e lateral limb, the remaining limb shall possess a basal thickness of at least 1/3 the diameter of the cut.

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Such cuts shall be considered proper only when the remaining limb is vigorous enough to maintain adequate foliage to produce wood growth capable of call using the pruning cut within a reasonable amount of time.

17. All final pruning cuts shall be made in such a manner so as to favor the earliest possible covering of the wound by natural callus growth. Flush cuts shall not be made, and the branch collar shall not be removed.

18. Tree limbs and Palm frond bases shall be removed and controlled in such a manner as to cause no damage to other parts of the tree, or to other plants or property. Ropes shall lower large limbs and branches that would damage the tree or other property while falling freely.

19. All tools used on a tree known to contain an infectious tree disease shall be properly disinfected immediately before and after completing work on the tree. All pests, disease, or structural weaknesses or defects observed by the contractor while performing this work shall be immediately reported to the City verbally and in writing including steps that will be taken by the contractor to prevent spreading. If any significant pest, disease, or structural weaknesses or defects are not reported for any reason the contractor will be held liable for all damages that occur.

20. The contractor will be responsible for removing bees and bee hives from trees at no additional cost to the City.

21. All pruning tools and saws used for tree pruning shall be kept sharpened at all times to result in final cut with an abrasive wood surface and secure bark. All trees six (6) inches in diameter (DBH) or less shall be pruned with hand tools only, Chainsaws will not be permitted on any trees with six (6) inches or less DBH.

22. Whenever pruning cuts are to be made, removing limbs too large to hold securely in one hand during the cutting operation, the limb shall be cut off first, one to two feet beyond the intended final cut. Then t he final cut shall be made in a manner to prevent the tearing of bark and wood.

23. Live, healthy limbs with a diameter of four (4) inches or greater shall not be removed without prior approval from the City.

24. No more than twenty (20) percent of live wo od may be removed from the crown of any tree. The exception to this is Live Oaks, which are limited to no more than ten (10) percent.

25. Any extraneous metal, wire, rubber, or other material interfering with the natural growth of the tree shall be removed.

26. The use of climbing spurs or spike shoes is strictly prohibited except in the case of aerial rescue and removals.

27. All pruning shall be performed in such a manner as to encourage and promote the natural growth and shape of the tree species. The Contractor shall not perform any of the following procedures, except in the process of tree removal:

DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 667
4872-4429-3132 v2 A-7
a. The severe cutting back of growing tips including topping, dehoming, heading back, pollarding, or hat racking.
b. Flush cutting where a cut is made even with the surface of the trunk or limb, removing the branch collar and branch bark ridge. c. Stub cutting where branch removal results in the base of the branch removed protruding more than approximately % inch beyond the zone of the branch collar and branch bark ridge.
d. Removal of a main healthy leader.
e. The removal of all the inner branches and foliage also known as lion tailing.
f. All guys, stakes, lodge poles, trunk guards, and ties shall be checked to avoid girdling and for leaning on an ongoi ng basis.

Remove guys, stakes, lodge poles, trunk guards, and ties as required for the tree’s health being careful not to induce a leaning tree.

9. TREE AND STUMP REMOVAL
a. All tree removals include the removal of dead, weak or hazardous trees. While performing tree removal, damage to other trees, shrubs, and other features is prohibited. The Contractor will be required to remove and replace any trees, shrubs, or other features damaged by the removal process. All debris is to become the Contractor's property and disposed of offsite. Trees removed shall be cut down to the existing soil grade and shall include stump removal. Tree and stump removal shall occur on the same day or until USA marks have been identified and then stump shall be removed within 24 hours. Removal lists will be compiled by the City and submitted monthly or as needed. Job sites shall be cleaned daily, including raking of leaves and removal of all debris.
b. Stumps shall be ground to a depth of eighteen (18) inches below level of sidewalk or curb grade or until deep roots are no longer encountered. The contractor shall grind the stump a minimum distance of five (5) feet on either side of the outer circumference of the stump, or until surface roots are no longer encountered. Upon removal Contractor is responsible for filling void with materials three (3) inches above grade to allow for settling. The backfill shall contain approximately 60% soil and shall be over seeded with appropriate plantings. All holes shall be backfilled, as well as all debris cleaned up and hauled off on a daily basis with no debris left overnight.

10. INVENTORY SYSTEM
Proposer is to host and maintain a detailed internet -based inventory system to include but not limited to the following:

Citywide inventory must be conducted and completed in-conjunction with the completion of each grid.

a. Tree inventory includes:

DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 668
4872-4429-3132 v2 A-8
 All trees trimmed, removed, planted, and worked on; and  All non-conforming/non-permitted trees and vegetation having the future potential growth within a five (5) year period to be in conflict of City of Rialto specific standards.
b. All information collected will be the sole property of the City of Rialto. c. Digital photos before and after trimming of all service requests. d. Global Positioning (GPS) coordinate location.
e. Street address.
f. Species.
g. Estimated height.
h. Estimated diameter at shoulder height.
i. Type of service and date performed.
j. Removals and stump removals.
k. New plantings.
m. Note section for each address.
n. Sidewalk, curb/gutter, and any other damage caused by the tree.

o. The software shall have the capability of producing reports that can be exported to Microsoft Excel for graphic output for the purpose of displaying the data.
p. The software shall be capable of linking to the City of Rialto’s GIS software with automatic data export.
q. The software shall also link to separate databases containing work history, work requests, etc.
r. The software shall manage an unlimited number of records and have the capability of adding additional tree sites should the City desire to input them.

s. The software shall allow for queries to be made by one field or a combination of fields; and
t. Any other City requested information must be provided.

11. TREE MANAGEMENT SERVICES

1. Street Tree Pruning
At the direction of City of Rialto, pruning will be done per pre-designed districts along street segments, grid, or prune routes on a set cycle to include trees of various sizes.

Pruning consists of tree canopy raising over roadways, and sidewalks. At a minimum tree shall be pruned to provide a minimum clearance of (15) feet over traffic lanes and DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 669
4872-4429-3132 v2 A-9
seven to 8 feet over sidewalks. Small limbs, including suckers and water sprouts shall be cut close to the trunk or branches from which they arise. Pruning shall be performed in accordance with the standards set forth by the International Society of arboriculture pruning standards (best management practices) and the ANSI A300 standards

2. Full Pruning/ Service Request Tree Pruning 0-12” diameter breast height.

3. Full Pruning/ Service Request Tree Pruning 13-24” diameter breast height.

4. Full Pruning/ Service Request Tree Pruning 25” + diameter breast height.

At the request of the city, trees will be assigned for pruning outside of their set cycle for various reasons. Protein may consist of tree canopy ra ising over roadways sidewalks and in parks locations; thinning, reducing, restoring and structural pruning the tree canopy in width and height the production; and for immature trees, re staking and slash or retying, as needed. In addition, pruning includes removal all dead, broken, damage, loose, diseased or insect infested limbs, branches, and stubs shall be removed. Trees shall be pruned to remove any obstructions around traffic control devices, traffic signs, and Street lights.

5. King & Queen Palms (etc.)

6. Washingtonia Robusta Pruning

7. Date Palm Pruning
Pruning shall be performed in accordance with the standards set forth by the International Society of arboriculture pruning standards (best management practices) and the ANSI- A300 standards. The trimming shall provide a systemically shape and aesthetically pleasing appearance typically of the species standard palm tree pruning will fall under this category and will include the removal of dead and declining fronds & seed pods. Excluding palm tree skinning.

8. Palm Tree Skinning
Palm tree skinning is the process of removing the outer layer of bark from a palm tree.

Skinning a palm tree also helps to protect it from pests and disease and encourages the growth of new leaves and branches. This process involves cutting away the dead fronds at their base which is at the trunk of the tree.

9. Tree and Stump Removal (regardless of diameter breast height)

10. Tree Only Removal (regardless of diameter breast height)

11. Stump only Removal (regardless of stump diameter)
After City of Rialto determines that a tree requires removal, City staff will prepare a list of trees to be removed, will notify homeowners, and submits list to contractor. City staff is responsible for marking trees so that they are easily identified by underground services alerts and the contractor. Contractor calls underground service alert USA and prepares internal work orders. Contractor will remove tree and hauls all debris to state approved disposal site. Contractor grinds stumps to a depth of approximately eighteen DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 670
4872-4429-3132 v2 A-10
(18”) inches. The hole will be backfilled with a combination of native soil and minimal stump grindings and compact it to avoid settlement.

12. Root Pruning (typically >10’ in length)
At the direction of city staff, roads shall be pruned adjacent to the edge of the sidewalk, curb and gutter or other improvements. Root pruning cuts shall be performed using root pruning equipment specifically designed for this purpose with cutting teeth sharpened adequately to sever roots in a clean manner. Root pruning cu ts adjacent to sidewalks and curb shall be four (4) inches wide and twelve (12) inches deep and a minimum of five (5) feet in each direction from the center line of the tree.

13. Plant 15-gallon tree

14. Plant 15-gallon tree w/ Root Barrier

15. Plant 24” Box

16. Plant 24” Box w/ Root Barrier

17. Plant 36” Box
City staff will locate and mark potential sites for new plantings. Planting lists will be compiled and submitted monthly or as needed. Tree planting includes the tree, steaks, ties, labor and initial watering at time of installation.

18. Tree Watering
At the direction of the city staff, watering is performed by a one-man crew with a water truck who will water various tree routes including newly planted trees, landscape median and young trees that are >3 years of age. Wa tering may also be performed on an as needed basis.

19. Crew Rental/ Crown Reduction
The crew and equipment can be modified to complete any type of miscellaneous task including special projects that may consist of extraordinary work as directed by city staff. The use of currently may be warranted due to inaccessibility by equipment, in park locations, slope settings, or nonlinear tree pruning. It is understood that this type of pruning will make the tree more secure during times of high winds.

20. Specialty Equipment (e.g., Cranes, 95’ Aerial Towers) On occasions the use of a crane or 95-foot aerial tower is necessary to safely operate the assigned tree operation. The prices include equipment and the operator.

21. Emergency Response (Reg. Business Hours, Mon-Fri)

22. Emergency Response (Evening, Weekend, Holiday)
The contractor shall be required to provide emergency on call response for damaged trees due to storms or other reasons. Emergency calls may occur at any given time.

The contractor will be provided with locations and the work to be done at each location DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 671
4872-4429-3132 v2 A-11
via telephone from a city authorized representative. Emergency work shall begin within 90 minutes of the initial telephone call.

23. Certified Arborist Services
On occasions, the city requires tree evaluations incl uding written reports. The contractor shall provide an hourly rate for a certified arborist that can respond to the city's request for the preparation of detailed arborist reports, tree risk assessment reports, tree evaluations and site inspections. Reporting can be generated on as little as one tree to an entire urban forest population and is handled on a case -by-case basis. The rate will be applied should the city request a certified arborist on site.

24. Plant Health Care
At the direction of the city staff, the contractor will provide plant health care services including but not limited to the following: spraying (canopy or trunk), injecting (for a systemic approach), or soil drenching as necessary to reduce a potentially harmful pest. This is done to maintain or improve the selected trees appearance, vitality, and safety, using the most cost effective and environmentally sensitive practice and treatments available. Plan healthcare involves routine monitoring and preventative treatments. All pesticides recomm endations are to be made by an in -house pest control advisor in accordance with the department of pesticide regulations.

A. Tree Canopy Spraying from ground level

B. Tree Canopy Spraying from Aerial Tower
a. Description: Trunk spray of recommended material
C. Insecticide or fungicide trunk banding
a. Description: trunk spray of recommended material.

D. PGR trunk banding
a. Description: trunk spray of recommended material to regulate plant growth.

E. insecticide or PGR soil applications (Cambistat)
a. Description: recommended insecticide soil injection or drench material to regulate plant growth.

F. Insecticide or fungicide soil application
a. Description: soil applied drench of recommended material.

G. soil injection fertilization
a. Description: soil applied injection of recommended material H. soil drenching fertilization
a. description: Applications of recommended material
I. trunk injection (insecticide/miticide)
a. description: trunk injected recommended material
J. trunk injection (fungicide)
a. description: trunk injected recommended material
K. truck injection (insecticide & fungicide combo)
a. description: combination of one-time trunk injection of two recommended materials

DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 672
4872-4429-3132 v2 A-12
L. Avermectin Class Insecticide Injection
a. description: recommended trunk injection of Emamentin Benzoate active ingredient

DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 673
4872-4429-3132 v2 B-1
EXHIBIT “B”
“SCHEDULE OF COMPENSATION”
City of Rialto

Proposed Rates for RFB #24-025 Tree Maintenance Services (Re-Bid) Submitted by West Coast Arborists, Inc.

FY24-25 FY25-26 FY26-27 FY27-28 FY28-29
Unit
Measure
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Rates
Unit
Rates
Unit
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Unit
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1 Street Tree Pruning Each $ 75.00 $ 75.00 $ 75.00 $ 80.00 $ 85.00 At the direction of CITY, pruning will be done per pre -designed districts along street segments, grids, or prune routes on a set cycle to include trees of various sizes. Pruning consists of tree canopy raising over roadways, and sidewalks. At a minimum, trees shall be pruned to provide a minimum clearance of fourteen (15) feet over the traffic lanes and seven (8) feet over sidewalks . Trees can be pruned to remove any obstruction around traffic control devises, traffic signs, and streetlights. Pruning shall be performed in accordance with the standards set forth by the International Society of Arboriculture Pruning Standards (Best Management Prac tices) and the ANSI A300 Standards.

2 Full Prune/Service Request Tree Pruning 0-12" DBH
3 Full Prune/Service Request Tree Pruning 13-24" DBH
4 Full Prune/Service Request Tree Pruning 25" & over DBH Each $ 90.00 $ 90.00 $ 90.00 $ 95.00 $ 100.00
Each $ 170.00 $ 170.00 $ 170.00 $ 180.00 $ 190.00
Each $ 325.00 $ 325.00 $ 325.00 $ 375.00 $ 395.00
At the request of the City, trees will be assigned for pruning outside of their set cycle for various reasons. Pruning may co nsist of tree canopy raising over roadways, sidewalks, and in park locations; thinning, reducing, restoring and structurally pruning the tree canopy in width and height reduction; and for immature trees, re -staking and/or retying, as needed. In addition pruning includes removing all dead, broken, damaged, loose, diseased or insect infested limbs, branches, and stubs shall be removed. Small limbs, including suckers and waterspouts shall be cut close to the trunk or branch from which they arise. At a minimum, tree shall be pruned to provide a minimum clearance of fifteen (15) feet over the roadway and eight (8) fe et over walkways.

Trees shall be pruned to remove any obstruction around traffic control devises, traffic signs, and streetlights. Pruning shall be performed in accordance with the standards set forth by the International Society of Arboriculture Pruning Standards (Best Management Practices) and the ANSI A300 Standards.

5 Coco/King Palm Pruning
6 Washingtonia Robusta Pruning
7 Date Palm Pruning
Each $ 70.00 $ 70.00 $ 70.00 $ 80.00 $ 85.00
Each $ 95.00 $ 95.00 $ 95.00 $ 105.00 $ 110.00
Each $ 275.00 $ 275.00 $ 275.00 $ 295.00 $ 325.00
Pruning shall be performed in accordance with the standards set forth by the International Society of Arboriculture Pruning Standards (Best Management Practices) and the ANSI A300 Standards. The trimming shall provide a symmetrical shape and aesthetically pleasing appearance typical of the species.Standard palm tree pruning will fall under this category and will include the removal of dead and declining fronds & seed pods. Excludes skinning.

8 Palm Tree Skinning Linear Foot $ 30.00 $ 30.00 $ 30.00 $ 35.00 $ 37.00 9 Tree and Stump Removal (regardless of size)
10 Tree Only Removal (regardless of size)
11 Stump Only Removal (regardless of size)
Dia. Inch $ 49.00 $ 49.00 $ 49.00 $ 52.00 $ 54.00
Dia. Inch $ 35.00 $ 35.00 $ 35.00 $ 37.00 $ 39.00
Dia. Inch $ 18.00 $ 18.00 $ 18.00 $ 20.00 $ 22.00
After CITY determines that a tree requires removal, CITY will prepare a list of trees to be removed, notifies homeowners, and submits lists to Contractor. CITY is responsible for marking trees so that they are easily identifiable by Underground Service Alert and the Contractor. Contractor calls Underground Service Alert (USA) and prepares internal work order. Crew removes tree and hauls all debris. Crew grinds stumps to a depth of approximately eighteen (18”) inches. All holes will be backfilled with a combination of native soil and minimal stump grindings and compacted to avoid settlement.

DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 674
4872-4429-3132 v2 B-2
FY24-25 FY25-26 FY26-27 FY27-28 FY28-29
Unit
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12 Root Prune trees (typical 10 foot length) Linear Foot $ 20.00 $ 20.00 $ 20.00 $ 22.00 $ 24.00 At the direction of City staff, roots shall be pruned adjacent to the edge of the sidewalk, curb and gutter or other improvements. Root pruning cuts shall be performed using root pruning equipment specifically designed for this purpose with cutting teeth sharpe ned adequately to sever roots in a clean m anner. Root pruning cuts adjacent to the sidewalk and curb shall be four (4) inches wide and twelve (12) inches deep and a minimum of five (5) feet in each direction from the centerline of the tree.

5 Plant 15-gallon tree
6 Plant 15-gallon tree with Root Barrier
7 Plant 24" box tree
8 Plant 24" box tree with Root Barrier
9 Plant 36" box tree
Each $ 200.00 $ 200.00 $ 200.00 $ 225.00 $ 245.00
Each $ 225.00 $ 225.00 $ 225.00 $ 250.00 $ 275.00
Each $ 400.00 $ 400.00 $ 400.00 $ 425.00 $ 445.00
Each $ 425.00 $ 425.00 $ 425.00 $ 450.00 $ 475.00
Each $ 1,300.00 $ 1,300.00 $ 1,300.00 $ 1,450.00 $ 1,500.00 Tree planting includes the tree, stakes, ties, labor and initial watering at time of installation as directed by City staff. Planting lists should be compiled by the Inspector and submitted monthly or as needed.

18 Tree Watering Day $ 855.00 $ 855.00 $ 855.00 $ 900.00 $ 915.00 At the direction of the City, watering is performed by a one -man crew with a water truck who will water various tree routes including newly planted trees, landscape median and young trees that are three (3) years old and younger. Watering may also be performed on an as-needed basis.

19 Crew Rental Man Hour $ 95.00 $ 95.00 $ 95.00 $ 100.00 $ 105.00 The crew and equipment can be modified to complete any type of miscellaneous tasks including special projects that may consist of extraordinary work as directed by City staff. The use of crew rental may be warranted due to inaccessibility by equipment, in park locations, slope settings, or non -linear tree pruning.

20 Specialty Equipment (i.e., Crane, 95-ft Aerial Tower) Hour $ 175.00 $ 175.00 $ 175.00 $ 185.00 $ 195.00 On occasion the use of a crane or 95-foot aerial tower is necessary to safely operate the assigned tree operation. These prices of quipment include the operator.

8 Emergency Response (Reg. Business Hours, Mon-Fri)
9 Emergency Response (Evening, weekend, Holidays)
Man Hour
Man Hour
$ 95.00 $ 95.00 $ 95.00 $ 100.00 $ 105.00
$ 129.00 $ 129.00 $ 129.00 $ 135.00 $ 140.00
The Contractor shall be required to provide emergency on call response for damaged trees due to storms or other reasons. Emer gency calls may occur at any given time. The Contractor will be provided with locations and the work to be done at each location via telephone from a City authorized representative. Emergency work shall begin within 90 minutes of the initial telephone call.

23 Certified Arborist Services Hour $ 170.00 $ 170.00 $ 170.00 $ 180.00 $ 185.00

DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 675
4872-4429-3132 v2 B-3
FY24-25 FY25-26 FY26-27 FY27-28 FY28-29
Unit
Measure
Proposed
Rates
Unit
Rates
Unit
Rates
Unit
Rates
Unit
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24 Plant Health Care See below
At the direction of the City, the Contractor will provide plant health care services including but not limited to the following: spraying, injecting, soil drenching as necessary to reduce a potentially harmful pest. This is done to maintain or improve the selected tree’s appearance, vitality, and safety, using the most cost-effective and environmentally sensitive practices and treatments available. Plant Health Care involves routine monitoring and preventive treatments. All pesticide recommendations are to be made by an in -house Pest Control Advisor in accordanc e with the Department of Pesticide Regulations. 10 Tree Canopy Spraying from ground level
11 Tree Canopy Spraying from aerial tower
per diameter inch $ 7.00 $ 7.00 $ 7.00 $ 7.50 $ 8.00 per diameter inch $ 7.00 $ 7.00 $ 7.00 $ 7.50 $ 8.00 Description: Foliar hydraulic spraying of recommended material.)

c. Insecticide or Fungicide Trunk Banding per diameter inch $ 8.00 $ 8.00 $ 8.00 $ 8.50 $ 9.00 Description: Trunk spray of recommended material.
d. PGR Trunk Banding per diameter inch $ 7.00 $ 7.00 $ 7.00 $ 7.50 $ 8.00 Description: Trunk spray of recommended material to regulate plant growth. e. Insecticide or PGR Soil Application (Cambistat) per diameter inch $ 7.00 $ 7.00 $ 7.00 $ 7.50 $ 8.00 Description: Recommended insecticide soil injection or drench material to regulate plant growth. f. Insecticide or Fungicide Soil Application per diameter inch $ 7.00 $ 7.00 $ 7.00 $ 7.50 $ 8.00 Description: Soil applied drench of recommended material. g. Soil Injection Fertilization per diameter inch $ 8.00 $ 8.00 $ 8.00 $ 8.50 $ 9.00 Description: Soil applied injection of recommended material. h. Soil Drenching Fertilization per diameter inch $ 8.00 $ 8.00 $ 8.00 $ 8.50 $ 9.00 Description: Soil application of recommended material.
i. Trunk Injection (Insecticide/Miticide) per diameter inch $ 9.00 $ 9.00 $ 9.00 $ 9.50 $ 10.00 Description: Trunk injected recommended material.
j. Trunk Injection (Fungicide) per diameter inch $ 9.00 $ 9.00 $ 9.00 $ 9.50 $ 10.00 Description: Trunk injected recommended material.
k. Trunk Injection (Insecticide & Fungicide Combo) per diameter inch $ 10.00 $ 10.00 $ 10.00 $ 10.50 $ 11.00 Description: Combination of one -time trunk injection of two recommended materials. l. Avermectin Class Insecticide Injection per diameter inch $ 11.00 $ 11.00 $ 11.00 $ 11.50 $ 12.00 Description: Recommended trunk injection of Emamectin benzoate active ingredient.

DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 676
4872-4429-3132 v2 B-4
FY24-25 FY25-26 FY26-27 FY27-28 FY28-29
Unit
Measure
Proposed
Rates
Unit
Rates
Unit
Rates
Unit
Rates
Unit
Rates Item Description

Alternative Bid Item #1
GPS Tree Inventory Tree Site $ 4.00 $ 4.00 $ 4.00 $ 5.00 $ 5.50 At the City’s direction, contractor will provide the City with a Global Positioning System (GPS) tree inventory collected by an ISA Certified Arborist including coordinates for all trees in public spaces. This includes, but is not limited to, all publicly owned trees on street rights-of-way, parks, City facilities and open spaces such as medians, greenscapes, etc. The address infor mation contained in inventory should be linked directly to a Geographical Information System (GIS) program, such as ArcView. The inventory collector will identify the trees by their global coordinates of longitude and latitude.

Alternative Bid Item #2
Create a Street Tree Palette Lump Sum $ 5,000.00 At the City’s direction, work with City staff to develop an updated Street Tree Palette.

Create a Street Tree Planting Plan Lump Sum $ 15,000.00 At the City’s direction, work with City staff to develop an updated Street Tree Planting Plan for future planting opportunities.

Alternative Bid Item #3
Create an Urban Forest Management Plan (UFMP)
At the City’s direction, work with City staff to develop an UFMP. This includes presenting to City Council and train staff on the UFMP.

$ 40,000.00
Lump Sum
DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 677
C-1
4872-4429-3132 v2
EXHIBIT “C”
“SCHEDULE OF PERFORMANCE”
Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed. The initial contract will be for three years, from July 1, 2024, through June 30, 2027. The City may extend the Contract for up to two (2) option al one (1) year term extensions based on satisfactory performance.

DocuSign Envelope ID: 8AB007BD-03E5-4FF6-8271-A46BDB9BC03B 678

EXHIBIT B

INSURANCE CERTIFICATES
REQUIRED BY SECTION 5.2 OF

RIALTO CONTRACT

679
680
ABD Holder Identifier : 7777777707070700077761616045571110776717106305546207553127673506210073641577147321120763514557067555207162101666231557075377234331222700772601557201675607764015170076570076727242035772000777777707000707007 7777777707070700073525677115456000723110506027102007022337242172111070332262530731100702333725206200107022237342063011071322273530721110703333624216201007023337342172001077756163351765540777777707000707007 Certificate No : 570106215996

CERTIFICATE OF LIABILITY INSURANCE

DATE(MM/DD/YYYY )
06/06/2024
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATI ON ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AM END, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE P OLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONST ITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AU THORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

PRODUCER
Aon Risk Insurance Services West, Inc.

Los Angeles CA Office
707 Wilshire Boulevard
Suite 2600
Los Angeles CA 90017-0460 USA
PHONE
(A/C. No. Ext):

E-MAIL
ADDRESS :

INSURER(S) AFFORDING COVERAGE NAIC #
(866) 283-7122
INSURED 19682 Hartford Fire Insurance Co. INSURER A :

INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

FAX
(A/C. No .): (800) 363-0105

CONTACT
NAME:

West Coast Arborists, Inc.
2200 E Via Burton
Anaheim CA 92806 USA
COVERAGES CERTIFICATE NUMBER : 570106215996 REVISION NUMBER :

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE L ISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED A BOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH R ESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSUR ANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS S UBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . Limits shown are as requested

POLICY EXP
(MM /DD /YYYY )

POLICY EFF
(MM /DD /YYYY )
SUBR
WVD
INSR
LTR
ADDL

INSD POLICY NUMBER TYPE OF INSURANCE LIMITS

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR

POLICY LOC

EACH OCCURRENCE

DAMAGE TO RENTED
PREMISES (Ea occurrence )
MED EXP (Any one person )

PERSONAL & ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP /OP AGG
X
X
X X
GEN 'L AGGREGATE LIMIT APPLIES PER :
$2,000,000
$1,000,000
$2,000,000
$4,000,000
$4,000,000
A 07/01/2024 07/01/2025
SIR applies per policy terms & conditions
72ECSS89301
PRO-
JECT
OTHER :

AUTOMOBILE LIABILITY

ANY AUTO
OWNED

AUTOS ONLY

SCHEDULED
AUTOS

HIRED AUTOS
ONLY

NON-OWNED

AUTOS ONLY
BODILY INJURY ( Per person)

PROPERTY DAMAGE
(Per accident)
X
BODILY INJURY (Per accident)
$2,000,000 A 07/01/2024 07/01/2025 COMBINED SINGLE LIMIT (Ea accident)
72 CSE S89302

EXCESS LIAB
OCCUR

CLAIMS-MADE AGGREGATE

EACH OCCURRENCE
DED

UMBRELLA LIAB

RETENTION
E.L. DISEASE-EA EMPLOYEE
E.L. DISEASE-POLICY LIMIT
E.L. EACH ACCIDENT
$1,000,000
X OTH-
ER
PER STATUTE A 07/01/2024 07/01/2025
Workers Comp AZ CA
$1,000,000
Y / N
(Mandatory in NH)

ANY PROPRIETOR / PARTNER / EXECUTIVE
OFFICER/MEMBER EXCLUDED? N / AN

WORKERS COMPENSATION AND

EMPLOYERS' LIABILITY
If yes, describe under
DESCRIPTION OF OPERATIONS below
$1,000,000
72WNS89300
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: All jobs performed by the named insured during the policy term. City of Costa Mesa, its elected and appointed boards, officers, agents and employees are included as Additional Insured in accordance with the policy provisions of the General Liability policy. General Liability policy evidenced herein are Primary and Non-Contributory to other insurance available to an Additional Insured, but only in accordance with the policy's provisions.

CANCELLATION CERTIFICATE HOLDER

AUTHORIZED REPRESENTATIVE
City of Costa Mesa
Fourth Floor, Public Services
77 Fair Drive
Costa Mesa CA 92626 USA
ACORD 25 (2016/03)
©1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCE LLED BEFORE THE

EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS .
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© Insurance Services Office, Inc., 2018 CG 20 10 12 19 Page 1 of 2 POLICY NUMBER: 72 ECS S89301 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s)
Location(s) Of Covered Operations

WHERE REQUIRED BY WRITTEN CONTRACT WHERE REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II - Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only with
respect to liability for "bodily injury", "property
damage" or "personal and advertising injury"
caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s)
designated above.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured will
not be broader than that which you are required
by the contract or agreement to provide for such
additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to "bodily injury" or
"property damage" occurring after:

1. All work, including materials, parts or equipment
furnished in connection with such work, on the
project (other than service, maintenance or
repairs) to be performed by or on behalf of the
additional insured(s) at the location of the
covered operations has been completed; or

2. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a principal
as a part of the same project.
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