Agenda packet — Covina City Council, July 7, 2026 (part 3 of 5)

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G. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section 11 in full force and effect during the term of this Agreement, or in the event any of Contractor’s policies do not comply with the requirements under this Section 11, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor’s expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.

H. Evidence of Insurance. Prior to the performance of services under this Agreement, Contractor shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section 11. The endorsements are subject to City’s approval.. Contractor shall maintain current endorsements on file with City’s Risk Manager. Contractor shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Upon request, Contractor shall furnish such proof at least two (2) weeks after the renewal of the coverages through a certificate of insurance
I. Indemnity Requirements not Limiting. Procurement of insurance by Contractor shall not be construed as a limitation of Contractor’s liability or as full performance of Contractor’s duty to indemnify City under Section 10 of this Agreement.

J. Subcontractor Insurance Requirements. Contractor shall require each of its subcontractors that perform services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section 11.

11. Mutual Cooperation.

A. City’s Cooperation. City shall provide Contractor with all pertinent data, documents and other requested information as is reasonably available for Contractor’s proper performance of the services required under this Agreement.

B. Contractor’s Cooperation. In the event any claim or action is brought against the City relating to Contractor’s performance or services rendered under this Agreement, Contractor shall render any reasonable assistance that City requires.

12. Records and Inspections. Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of five (5) years. Contractor shall, without charge, provide City with access to the records during normal business hours. City may examine and audit the records and make transcripts therefrom, and inspect all program data, documents, proceedings and activities.

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13. Termination or Suspension of Agreement. Obligations upon Termination. Contractor shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by Contractor, City shall pay Contractor based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement. Additional information is contained in Exhibits C & D.

14. Force Majeure. Contractor shall not be liable for any failure to perform its obligations under this Agreement if Contractor presents acceptable evidence, in City’s sole judgment, that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Contractor’s reasonable control and not due to any act by Contractor.

15. Notices - Refer to Exhibits C & D

Contractor will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

17. Prohibition of Assignment and Delegation. Contractor shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Contractor from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section 18 shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section 18, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

18. No Third Party Beneficiaries Intended. Except as otherwise provided in Section 10, this Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

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19. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.

20. Exhibits. Exhibits A through D constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of the body of this Agreement and a provision of the Existing Agreements, the provisions of the Existing Agreement shall control.

21. Entire Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the parties except that the Existing Agreements remain in effect. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agreement.

22. Amendment of Agreement. This Agreement may be amended only by a writing signed by both parties except that the Existing Agreements may be amended pursuant to the terms thereof.

The City Manager is authorized to sign an amendment to this Agreement on the City Council’s behalf and without the City Council’s prior approval to make the following non- substantive modifications to the Agreement: (a) name changes; (b) extensions of time; (c) non- monetary changes in the scope of work; and (d) termination of the Agreement.

23. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the parties to this Agreement.

24. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.

25. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

26. Governing Law and Choice of Forum. Included in Exhibits C & D.

27. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the

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remaining provisions of this Agreement shall not be affected and continue in full force and effect.

28. Authority to Execute Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder.

The parties, through their duly authorized representatives, are signing this Agreement on the date stated in the introductory clause.

City:

City of Covina,
a California municipal corporation
By:

Name: Chris Marcarello
Title: City Manager
ATTEST:

By:

Name: Fabian Velez
Title: Chief Deputy City Clerk
APPROVED AS TO FORM:

Contractor:

BMO Bank N.A, a national
banking association
By:

Name:

Title:

By:

Name:

Title:
(Two signatures of corporate officers required
for corporations under Corporations Code
Section 313, unless corporate documents
authorize only one person to sign this
Agreement on behalf of the corporation.)
By:

Name: Kevin Ennis
Title: City Attorney

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BMO 2026

EXHIBIT A

APPROVED FEE SCHEDULE

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Proposed Statement Page 1 of 4
ECR = 2.00%
(guaranteed for up to 12 months upon contract
execution)
Loyalty credit of 10K to be used to cover costs of
banking fees, equipment and supplies related to
BMO
Pricing below will not change for the length of
the contract.

Collected Balance Disclosure
Ledger
- Float
= Collected
Positive Collected
Negative Collected
Investable Balance Disclosure
Average Positive Collected Balance
- Reserve Requirement
= Investable Balance
Services Performed Volume Price Total Fee

DEPOSITORY SERVICES

GENERAL ACCOUNT SERVICES

GENERAL SERVICES
CORPORATE ACCOUNT MAINTENANCE 5 11.0000 55.00 A
ITEMS DEPOSITED 31 .1000 3.10 A
CHECK DEBITS 0 .1000 0.00 A
CORPORATE DEPOSIT 1 1.0000 1.00 A
ON US DEPOSIT ITEMS 0 .0600 0.00 A
CHECKS DEPOSITED NOT ON US 0 .0600 0.00 A
CHECK REJECTS 3 .2500 0.75 A
Subtotal - General services 59.85

CORPORATE MONEY MARKET ACCOUNTS
DEBIT-MONEY MARKET-CORP 0 .1000 0.00 A
ITEMS DEPOSITED-MMDA-CORP 0 .0600 0.00 A
accounts .00

DISBURSEMENT SERVICES
REG CHECKING ACCT CHECK DEBIT 582 .1600 93.12 A
Subtotal - Disbursement services 93.12

BUSINESS NOW ACCOUNTS
CHECK DEBITS-CORP NOW ACCT 0 .1100 0.00 A
ITEMS DEPOSITED-CORP NOW 0 .0600 0.00 A
Subtotal - Business now accounts .00

ANCILLARY SERVICES
ACH CREDIT 0 .2200 0.00 W
ACH DEBIT 0 .2200 0.00 W
MAIL FEE FOR RESEARCH RESULTS 1 .0000 0.00 A
Subtotal - Ancillary services .00

MISCELLANEOUS SERVICES
ACCOUNT ANALYSIS-PAPER STMT 1 5.0000 5.00 A
E-STATEMENT DOWNLOAD C S V / EXCL 3 5.0000 15.00 A
E-ANALYSIS STMT # OF ACCESSES 8 .0020 0.02 A
BALANCE ADMIN FEE 3,339 .1000 333.90 A
Subtotal - Miscellaneous services 353.92

RETURN ITEMS COLLECTIONS

GENERAL PROCESSING
RETURN ITEMS CHARGED BACK 10 5.0000 50.00 A
Subtotal - General processing 50.00

TREASURY MANAGEMENT SERVICES
PRE-ENCODED LOCAL/NON-LOCAL 0 .0680 0.00 A
Subtotal - Treasury management services .00

ACCOUNT RECONCILEMENT

RECONCILEMENT PLANS
FULL RECON MAINTENANCE 0 20.0000 0.00 A

BMO'S PROPOSAL
Approx. monthly ECR allowance = $4,061.36 (based on avg. balance of $3,339,000.00)
Credit to be used within 12 months of contract execution.

Pricing for all services listed below will remain fixed for the length of the banking contract.

CITY OF COVINA PRICING
2,470,661.37
Services Performed
31,484.85
3,307,515.15
2,470,661.37

0.00 2,470,661.37

0.00 Average Balances on Deposit
3,339,000.00

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Proposed Statement Page 2 of 4
AUTOMATED VOIDS/ ADDS 42 .1080 4.54 A
Subtotal - Reconcilement plans 4.54

POSITIVE PAY
POSITIVE PAY E-MAIL ALERTS 2 3.0000 6.00 A
POSITIVE PAY MAINTENANCE 2 30.0000 60.00 A
CHK ISSUANCE FILE TRANSMISSION 11 5.0000 55.00 A
POSITIVE PAY PLAN 555 .1000 55.50 A
MISMATCH POSITIVE PAY AUTO 1 1.2500 1.25 A
POSITIVE PAYEE MONTHLY MAINT 2 40.0000 80.00 A
POSITIVE PAY-PAYEE PER ITEM 555 .0300 16.65 A
Subtotal - Positive pay 274.40

CONTROLLED DISBURSEMENTS
CONTROLLED DISBURSEMENT DEBITS 0 .1100 0.00 A
Subtotal - Controlled disbursements .00

DISBURSEMENT IMAGING
INDEX RETRIEVALS 1,950 .0070 10.00 A
CHECK VOLUME-INQUIRY ONLY 27 .1000 2.70 A
INQUIRY IMAGES RETRIEVED 11 .1000 1.10 A
Subtotal - Disbursement imaging 13.80

REMOTE DEPOSIT CAPTURE
REMOTE DEP-DEPOSIT 16 1.0200 16.32 A
REMOTE DEP-CHECK ITEMS 2,075 .1000 207.50 A
REMOTE DEP-DEPOSIT 0 .8500 0.00 A
REMOTE DEPOSIT-CHECK ITEMS 0 .0600 0.00 A
DEPOSITEDGE DESKTOP CAPT PER ITEM 0 .0600 0.00 A
DEPOSITEDGE DESKTOP CAPT PER ITEM 0 .0600 0.00 A
PREMIER MAINTENANCE 1 25.0000 25.00 A

PREMIER ADDITIONAL ACCT MAINTENANCE
Subtotal - Remote deposit capture 248.82

CASH LETTER SERVICES

CORPORATE SERVICES
ICL DEPOSIT 0 2.0000 0.00 A
ON US ITEMS 0 .0600 0.00 A
ITEMS ON OTHER BANKS 0 .0600 0.00 A
Subtotal - Corporate services .00

COMMERCIAL VAULT SERVICES
VAULT CHECK DEPOSIT 10 .9000 9.00 A
Subtotal - Commercial vault services 9.00

ANCILLARY SERVICES
DEPOSIT ADJUSTMENT - CV2 0 5.0000 0.00 A
Subtotal - Ancillary services .00

CURRENCY/COIN DEPOSITED
CASH VAULT DEPOSITS - CV2 35 1.0800 37.80 A
CURRENCY DEP - STD (PER $100) - CV2 374 .1140 42.64 A
ROLLED COIN - CV2 0 1.0000 0.00 A
COIN DEP PARTIAL / MIXED BAG - CV2 0 6.7500 0.00 A
Subtotal - Currency/coin deposited 80.44

AUTOMATED CLEARING HOUSE SERVICES

GENERAL SERVICES
ACH DEBIT RECEIVED 66 .2200 14.52 W
ACH CREDIT RECEIVED 209 .2200 45.98 W
EPA-EXCEPTION ITEMS 1 1.7500 1.75 A
ACH FRAUD CONTROL MAINTENANCE 2 15.0000 30.00 A
ACH ORIGINATION 5 .5000 2.50 A
NOC CORRECTION 0 10.0000 0.00 A
PREFUNDING MAINTENANCE 3 20.0000 60.00 A
Subtotal - General services 94.25

ONLINE BANKING FOR BUSINESS
ONLINE ACH ITEMS 672 .1500 100.80 A
ONLINE ACH REPORTS 3 5.0000 15.00 A
ONLINE ACH MAINTENANCE 3 .0000 0.00 A
ONLINE ACH ITEMS 0 .2000 0.00 A
ONLINE ACH ITEMS-LOW VOLUME 0 .2000 0.00 A
Subtotal - Online banking for business 115.80

ORIGINATION
ACH PPD CREDIT PRE-NOTES 22 .0300 0.66 A
Subtotal - Origination .66

ELECTRONIC DATA INTERCHANGE

EDI COLLECTIONS
EDI/EFT CREDITS RCVD - CCD+ 323 .2200 71.06 W
EDI/EFT CREDITS RECEIVED - CTX 0 .2000 0.00 W
Subtotal - Edi collections .00

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Proposed Statement Page 3 of 4

DOMESTIC WIRE TRANSFER

INCOMING FED
WIRE TRANSFER CREDITS 0 .2500 0.00 A
DOMESTIC WIRES CREDITS 2 10.0000 20.00 A
Subtotal - Incoming fed 20.00

OUTGOING FED
ONLINE DOMESTIC WIRE 0 .00 0.00 A
WIRE TRANSFER DEBITS 1 1.2500 1.25 A
Subtotal - Outgoing fed 1.25

INTERNAL WIRE TRANSFERS
INTERNAL WIRE DR ONLINE EDI PREFUND 1 20.0000 20.00 A
INTERNAL WIRE CREDIT ( ONLINE/ EDI) 0 13.0000 0.00 A
Subtotal - Internal wire transfers 20.00

INTERNATIONAL WIRE TRANSFER

INTERNATIONAL WIRE-INCOMING
INTERNATIONAL WIRES CREDITS 0 13.0000 0.00 A
INTERNATIONAL WIRE CREDIT 0 .2500 0.00 A
Subtotal - International wire-incoming .00

ONLINE BANKING FOR BUSINESS

BALANCE REPORTING
ONLINE USER FEE 14 .0000 0.00 A
PREVIOUS DAY DR/CR ITEMS 1,279 .1000 127.90 A

PREVIOUS DAY DR/CR ITEMS
PREVIOUS DAY DR/CR ITEMS 1,279 127.90
SAME DAY DR/CR ITEMS 1,270 .1000 127.00 A

SAME DAY DR/CR ITEMS
SAME DAY DR/CR ITEMS 1,270 127.00
Subtotal - Balance reporting 254.90

BUSINESS BANKING
BALANCE REPORTING MAINT 1 20.0000 20.00 A
ACCOUNTS REPORTED 7 15.0000 105.00 A

ACCOUNTS REPORTED
ACCOUNTS REPORTED 7 105.00
ONLINE ACCOUNTS-SAME DAY 7 20.0000 140.00 A
Subtotal - Business banking 265.00

CORPORATE
BALANCE REPORTING ARCHIVE-2 YEAR 1 10.0000 10.00 A
BAL REPORTING PER TEMPLATE 26 3.0000 78.00 A
CSV DOWNLOADS 6 1.0000 6.00 A
CSV DOWNLOADED TRANSACTIONS 2,458 .0100 24.58 A
Subtotal - Corporate 118.58

ANCILLARY SERVICES
WEB ALERT-ACH BATCH 9 .2500 2.25 A
WEB ALERT: ACH TEMPLATE 0 .0000 0.00 A
ALERTS PREMIUM 65 .0000 0.00 A
ONLINE BOOK TRANSFER 23 1.0000 23.00 A

ONLINE BOOK TRANSFER
ONLINE BOOK TRANSFER 23 23.00
Subtotal - Ancillary services 25.25
Total Analyzed 2,103.58
Total Waived 131.56
Required Balance Disclosure
Balance Required For Services
= Total Required Balance
Balance Position Disclosure
Balance Position Basis
- Total Required Balance
= Balance Available for Other Service
Earnings Credit Amount
- Analyzed Fees
= Net Analyzed Result
Fee-Based Result
Net analyzed credit of $1,957.78 will be waived.

1.00 of fees is equal to $608.33 of Investable Balance.

Investable Balance receives an earnings credit of 2.0000%.

Notes
1,279,670.82
1,190,990.55
4,061.36
2,103.58
1,957.78

0.00 Analysis Results
1,279,670.82
1,279,670.82
2,470,661.37

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Proposed Statement Page 4 of 4
GENERAL DISCLOSURES & FOOTNOTES:

Banking deposit and loan products and services are provided by BMO Bank N.A., Member FDIC.

Monthly rate for Balance Admin Fee is based in part on annual assessment rate incurred by BMO and may vary.

BMO assesses the Balance Admin Fee on a monthly basis per $1,000 ledger balances.

Service charges may be paid in direct fees, through compensating balances or a combination of both.

BMO currently does not assess a surcharge for the payment of services by fees instead of balances.

Monthly fees are paid via an automatic account debit on or around 22nd of the following month for the Chicago markets.

Monthly fees are paid via an automatic account debit around 12th of the following month for markets outside of Chicago.

All prices and services quoted are based on assumptions about volumes and services that were requested in the proposal.

Upon any material changes in volumes or services BMO reserves the right to reprice this proposal.

Any service not quoted within this proposal will be charged at the standard rates.

Quoted deposit rates are indicative of market conditions on the date provided and are subject to change the next day.

Fees begin to accrue on the date the account is open.

Fees are assessed for special processing instructions. Custom programming will be charged at $152 per hour.

Earnings Credit (EC) is calculated on investable balances in the accounts. N/K=Volumes Not Known; N/A=Not Applicable.

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BMO 2026

EXHIBIT B

SCOPE OF SERVICES
 Automatic account reconciliation
 ACH debit and credit services
 ACH debit block
 Branch deposits
 Automatic Remittance Processing
 Cash management and investment services
 Demand deposit accounts
 Online stop payment
 Positive pay services
 Electronic Fund Transfers – ACH wires
 Lockbox services
 Balance reporting
 Check inquiry
 ACH transmissions
 Wires
 Purchasing card program
 Banking Supplies
 Online image retrieval
 Secure online banking payments collected in a batch
deposit
 Remote check deposit
 Ability to deposit Community Benefit Fees paid to the City by cannabis retailer

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BMO 2026

EXHIBIT C

COMMERCIAL ACCOUNT AGREEMENT

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06/2025 Ver 5.2 Page 1 of 19
This Commercial Account Agreement (the “Agreement”) applies to each commercial deposit account established by you with BMO Bank N.A. or BMO Harris Central N.A. previously, at this time, or in the future, except for deposit accounts governed by the Deposit Account Agreement for Personal and Business Accounts. In this Agreement, the terms “you” and “your” refer to the owner(s) of an applicable commercial deposit account (the “Account”) and to authorized representatives as appropriate. The terms “us,” “we,” and “our” refer to BMO Bank N.A. or BMO Harris Central N.A., as applicable. This Agreement replaces any prior agreement between you and us regarding the Account. By signing a signature card, signing corporate account resolutions, or using the Account after the receipt of this Agreement, you accept and agree to all terms and conditions in this Agreement as may be modified by us from time to time. This Agreement incorporates the Funds Availability Policy attached hereto. The Account may be used for business purposes only and not for personal, family, or household purposes of any kind.

1. Authorization Forms
We require separate account authorization forms which designate the person or persons authorized to access the Account and conduct banking business with us and the limitations, if any, on their authority. We will honor such authorization according to its terms until we receive properly authorized written notice that the existing authorization is changed or terminated and we have a reasonable opportunity to act on such notice. We will not be responsible for any losses if you fail to timely and properly notify us of changes in authorization or authorized individuals. You must also promptly notify us in writing of any change in the name of your company or your address.

If you allow Items to be written and presented before we receive properly completed authorization forms, we may either refuse to pay the Items (even though there are funds in the Account) or elect to pay the Items, in which event you bear sole responsibility for such Items. Regardless of our election, we will not be liable to you with respect to such Items or our handling of the Items.

2. TIN
You must provide us with your Taxpayer Identification Number (“TIN”), certify its authenticity, and provide us with other requested identification information before the Account is opened. If we have not received your certified TIN and the other requested information, we may refuse to accept your initial deposit, pay interest on your balances, or permit withdrawals or transfers, and may close the Account. Any interest paid prior to receipt of your certified TIN is subject to back-up withholding under IRS regulations.

3. USA Patriot Act
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or business entity which opens an Account.

When you open an Account with us, you must provide us with your name, principal and local (if different) address, date of establishment, employer identification number, and other information. You must also provide us with your organizational documents when requested. We may also seek identification information about individuals who will have authority over the Account, initially and in the future. You agree that we may seek information about you from third parties to confirm Commercial Account Agreement

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your identity and for other Account related purposes. You represent and warrant to us that the information provided to us by you or on your behalf is true and correct. You understand that we will maintain a record of this information.

4. Separate Agreements
The provisions of this Agreement are in addition to, and not in place of, any separate service or other agreement between us and you covering your use of banking services for the Account. If there is a conflict between the provisions of this Agreement and a separate service or other agreement, the separate service or master agreement controls for that service.

5. Fees and Charges; Finance Charges
You agree to pay fees and other charges in connection with the Account as established by us from time to time. You also agree to pay us our costs and hourly fees for complying with subpoenas or other legal orders and your requests. You authorize us to debit or otherwise deduct the fees and other charges, and costs from the Account, even if it creates an overdraft. We may assess finance charges on any amount due us under this Agreement that is not paid by you within thirty (30) days of receipt of your statement or an invoice showing the amount due.

6. Deposits
Deposits made before the applicable cut-off time on a Business Day are considered made on the day of your deposit.

Deposits made after the applicable cut-off time or on a day which is not a Business Day, are considered made on the next Business Day. All transactions including deposits (even those for which we have provided a receipt) are subject to final verification by us. The amount we credit you for a deposit, regardless of our Funds Availability Policy, is provisional and subject to verification and reversal or adjustment at any time without notice to you if we determine it to be incorrect for any reason. You agree that we may make adjustments to the Account to reflect the correction of errors at any time.

We reserve the right to (i) refuse to accept deposits or specific Items for deposit; (ii) establish or modify a minimum or maximum balance that may be maintained in the Account; and (iii) limit the number of deposits and Items deposited. We will not be liable to you even if such action causes Items to be dishonored and returned.

We will rely on the account number in a deposit record even if it identifies a party different from the entity named in the record. We are not obligated to identify any inconsistency in identification.

We may from time to time make available night deposit boxes at one or more of our branch locations. Deposits made at a night deposit box will be retrieved and verified by us once at the beginning of each Business Day. Therefore, if you use a night deposit box during the day, the deposit will not be considered received by us until the next Business Day when we retrieve it and process it. You agree that risk of loss of any deposit to a night deposit box does not pass to us until after we have retrieved it and processed it. Our records as to the amount of any deposit to a night deposit box shall be final and binding, and shall be conclusive evidence of the amount of the deposit. The risk of any loss or shortage is expressly assumed by you.

7. Returned or Fraudulent Items
We have the right to charge the Account for the amount of any deposited Item that is returned to us for any reason unpaid, or paid and later returned, or is the subject of a breach of warranty claim, or we have reason to suspect is fraudulent, counterfeit, or invalid for any reason (and reverse or recover any associated interest or earnings credit), even if you have withdrawn any of the funds or an overdraft in the Account is created or increased. This right to charge the Account is not affected by expiration of any applicable midnight deadline. We may also impose a service charge. We may, in our discretion present an unpaid Item for payment again without notice to you. You agree to immediately repay any overdraft

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caused by any such charge to the Account.

8. Acts and Omissions of Other Banks
If you cash or deposit an Item with us, we act as your collecting agent to collect the Item. We will use reasonable care in selecting collection banks, but we are not responsible for errors they make including loss of Items in transit. You have the risk of loss for Items lost, mishandled or destroyed in the collection process. We may charge back or debit the Account (or any other account of yours with us) for, or otherwise obtain a refund of, the amount of any credit we gave you for the deposited Item, if the Item is lost, or destroyed or returned unpaid. You agree to assist us in collecting lost, destroyed or returned Items. You also understand that we are not responsible for the insolvency or neglect, or any action or failure to act, of any other bank or intermediary in the collection process.

9. Foreign Currencies
Except as provided in any multi-currency agreement or arrangement between us, we may accept deposits in the Account of Items payable in foreign currencies which are convertible to U.S. dollars. We will credit the Account when we receive proceeds in U.S. dollars, and you will bear exchange rate exposure until that time. We will convert foreign currencies to U.S. dollars in accordance with our customary practices. You agree that an Item drawn on a financial institution in a foreign country may be accepted on a collection basis even after we have taken physical possession of such Item, in which case the Funds Availability Policy does not apply to such Items. The actual credit for Items payable in foreign currency will be at the exchange rate in effect at the time of final collection in U.S. dollars and will be net of any fees payable in connection with the currency conversion.

10. Warranties; Remotely Created Checks
For each Item you deposit with us, or which we cash for you or otherwise give consideration, you make the following warranties to us in addition to any other warranties under applicable law: all necessary signatures and endorsements have been placed on the Item and are authorized and genuine, the Item has not been materially altered, you have good title to the Item, and no defense of any party to the Item is good against you. If any such warranty is breached, we may deduct the amount of the Item from the Account or otherwise collect from you this amount plus our related fees and expenses.

You agree not to deposit a remotely created check (i.e. a check that is not created by the paying bank and that does not bear a signature applied, or purported to be applied, by the person on whose account the check is drawn) into the Account.

We reserve the right to reject remotely created checks from any deposit and reduce the amount of the deposit accordingly or post debit adjustments for the value of any remotely created checks. If you nevertheless deposit a remotely created check and we accept such remotely created check for deposit, you warrant and guarantee that the person on whose account the remotely created check is drawn authorized the issuance of the check in the amount stated on the check and to the payee stated on the check. If any such warranty is breached, we may deduct the amount of the Item from the Account or otherwise collect from you this amount plus our related fees and expenses. You agree to maintain, at our request, a balance in a non-interest bearing account with us in the amount we determine based on a percentage of the amount of remotely created checks you deposit and the return history of such deposits. You further agree to maintain such balance in such account for a period of at least ninety (90) days after the date of the last remotely created check deposited prior to closure of the Account to pay us for any amounts due hereunder.

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6. Deposits
Deposits made before the applicable cut-off time on a Business Day are considered made on the day of your deposit.

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caused by any such charge to the Account.

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11. Funds Availability Policy
Funds from your deposits will be available for withdrawal as provided in our Funds Availability Policy which is a part of, and included with, this Agreement. The Funds Availability Policy may change from time to time without prior notice to you.

12. Check Endorsement Requirements
Our Funds Availability Policy also describes our check endorsement requirements. You agree to abide by our endorsement requirements and agree that we have no responsibility for your failure to comply with our endorsement requirements. You agree to indemnify us for and defend and hold us harmless from and against any and all actions, losses, damages, claims, demands, liabilities, costs, or expenses, including court costs and reasonable attorneys’ fees and expenses (collectively, “Claims”), we may suffer as a direct or indirect result of your failure to comply with our endorsement requirements. You understand that we may refuse to accept Items not properly endorsed by you. We may, however, supply a missing endorsement on an Item we accept for deposit or cash.

13. Funds Transfers
The following terms and conditions are in addition to and do not replace any other agreements that we have with you governing electronic transfers.
(a) System Rules. Except to the extent conflicting with this Agreement (in which event this Agreement will control to the extent legally permitted), funds transfers (payment orders and ACH entries) to or from the Account are subject to the rules then in effect for the funds transfer system through which the transfers are made, including, for ACH transactions, the rules of NACHA – The Electronic Payments Association®, and for transfers through the funds transfer system of the Federal Reserve Banks, the applicable laws and regulations of the Board of Governors of the Federal Reserve System and related operating circulars. (b) Credits. Unless we have otherwise agreed in writing, the periodic statements we provide will notify you of funds transfer payments and credits received by us for credit to the Account. All credits to the Account for funds transfers that we receive are provisional until we receive final settlement for the funds except where otherwise required by applicable law or rule. If we do not receive final settlement, you agree that we are entitled to a refund (through reversal debit or otherwise) of the amount credited to the Account for that transfer, together with any associated interest or credit. We have the right to charge the Account for the amount of any funds transfer credit that we have reason to suspect is fraudulent, erroneous, or invalid for any other reason (and reverse or recover any associated interest or earnings credit), even if you have withdrawn any of the funds or an overdraft in the Account is created or increased. You agree to immediately repay any overdraft caused by any such charge to the Account. (c) Transfers. You are responsible for the contents of each funds transfer instruction and entry sent to us by you or on your behalf. In the absence of specific written instruction, we will choose the funds transfer system and intermediary banks, as necessary to complete your funds transfer. You acknowledge and agree that we and any bank or intermediary are entitled to rely on the account number and bank identification number which appear on any payment order issued by you or on your behalf, without any obligation to look at the name of the receiving customer or bank which may also appear on the payment order. (d) ACH. You authorize us to debit or credit the Account for ACH entries to or from the Account. ACH entries must be transmitted to us in accordance with the applicable rules and our policies and procedures. You are responsible for all entries authorized by you and entries transmitted to, and accepted by, us in accordance with the ACH procedures, including the security procedures.

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14. Dates and Instructions
You agree not to issue or present incomplete, post-dated or conditional Items. You agree that we may, without inquiry or liability, accept or pay an Item drawn on the Account even though (a) it is received prior to the date of the Item or contrary to special instructions identified on the Item (whether or not we are aware of such date or special instructions), or (b) the Item is undated or the date on the Item is more than six months old. If you do not want us to honor an Item, you must give us a stop payment order.

15. Payment of Items
The order in which you make withdrawals from the Account will not necessarily be the same as the order in which we post these transactions to the Account, and this posting order may affect whether you incur service fees and costs associated with overdrafts, as set forth in Section 17 below. You have no right to tell us the order to use when posting Items or other transactions to the Account.

The Account may be debited on the day an Item is presented by any means, including, for example, electronically, or at an earlier time based on notification we receive that an Item drawn on the Account has been presented for payment or collection.

At the end of each Business Day, we will process and post transactions to the Account in the following order, by category and within each category:
(a) Credits - Any deposits and other credits we receive, prior to the identified cutoff times, will be posted to the Account Credits for interest will be handled in accordance with category (e) below. (b) Certain Other Debits - Outgoing wires, most internal transfers to other Accounts with us, transfers to other accounts initiated through our Online Banking for Business service, cash withdrawals, and checks which were cashed by us, will be processed based on the amount of the transaction, from lowest to highest. (c) ACH transactions – All ACH transactions will be processed based on the amount of the transaction from lowest to highest. If you use a check which is electronically converted by the payee, it will be processed as an ACH transaction.
(d) Checks – All check transactions will be processed based on the number of the check, from lowest to highest, regardless of the date on which the check was originally written or the amount of the check. This includes checks created through a bill payment service, which may have a number that is not in sequence with other checks you write from your checkbook. If a check number is not available, all numbered checks will be processed first, any remaining checks will be processed based on the amount of the check, from lowest to highest. (e) Bank generated transactions – such as fees that are owed to us and interest credits will generally be processed as they occur.

The description of the Items above is intended to be representative of the most common types of transactions within each category. Other Items may be debited from the Account even though not specifically listed above.

We may, as a condition of withdrawal, require you to provide identification or information acceptable to us.

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16. Checks Presented Over the Counter
If a check you have written is presented to us “over-the-counter” by someone who is not our customer, we may require proper identification and may charge a fee. We may dishonor the check if the person refuses to pay the required fee or provide proper identification.

17. Overdrafts/Insufficient Funds
You agree to limit all withdrawals and transfers from the Account to the amount of the Available Balance in the Account at the time the withdrawal or transfer is made or initiated. We may, at our option and without notice to you, pay or refuse to pay Items, and may accept or reject payment orders if there is or would be an insufficient Available Balance in the Account without regard to whether we may have previously honored Items or accepted payment orders in similar circumstances. If we honor an Item or accept the payment order and create an overdraft, you agree to be liable for, and immediately repay any Account deficit resulting from, charges or overdrafts to the Account, however arising, together with our service fee and the costs we incur to collect the deficit, including, to the extent not prohibited by law, our reasonable attorneys’ fees. We may also place a hold for the amount of the overdraft on the Account. We may, without notice to you, refuse to pay Items, honor payment orders or permit withdrawals against uncollected funds.

18. Check and Form Specifications
All checks, withdrawal forms, deposit slips, and other forms used in connection with the Account must be on forms obtained from us or approved by us. You agree that we may refuse to accept for deposit or process any forms presented in a form that cannot be processed on equipment used in our normal business operations.

19. Signature Requirements; Forgeries and Alterations
You understand that we process Items using high speed automated equipment based on information encoded on such Items, and we are not required to examine each Item drawn against the Account for dates, signatures, legends, or indorsements. You agree that we will have no liability to you for failing to detect a forged or missing signature on, or an alteration of, an Item provided that we exercise ordinary care in the processing of such Item, and you agree that our use of electronic processing and automated payment of Items without manual verification of signature, or other examination, is a procedure that does not vary unreasonably from general banking usage and constitutes ordinary care by us in processing Items. We may collect your signature in connection with the opening or maintenance of the Account, but this does not create any responsibility on our part to verify signatures on Items and other charges to the Account.

We will have no responsibility for reviewing the number or combination of signatures on an Item drawn against the Account. Even if you have indicated that more than one signature is required in connection with an Item drawn on the Account, whether on the Item itself or otherwise, or there are two or more lines on an Item for signature, these are solely for your internal control purposes and are not binding on us, and you authorize us to honor or pay an Item or transaction through the Account contrary to the signature requirements you have specified.

20. Facsimile or Mechanical Signatures/Automatic Check Writing Device You agree that if you use a facsimile or other mechanical signature (including a stamp) to sign or indorse Items, or if you use a computer or other device to create and/or sign or indorse Items you have the sole responsibility for securing such device and the entire risk of unauthorized use, and we may conclusively rely on that signature as your authorized signature without regard to when, by whom, or by what means such signature may have been made or affixed to an Item. If you use a facsimile or other mechanical signature (including a stamp) to sign or indorse Items, or if you use a computer or other device to create and/or sign or indorse Items, we may also conclusively treat as authorized any signature that

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reasonably resembles your facsimile or mechanical signature whether such indorsement was affixed by you or by someone having no authority to supply your indorsement.

21. Protection Against Unauthorized Items, etc.

You acknowledge that the Account is susceptible to losses from unauthorized, altered, or counterfeit Items and other types of fraud. We offer a variety of products and services, such as “positive pay” and account blocks and filters, designed to detect and deter fraud. If you decline to use or fail to implement any of these products and services, or you fail to follow the procedures necessary for proper use of these products or services, or you fail to follow other precautions reasonable for your particular circumstances, you understand that there is a substantially greater risk of loss from fraud, and you agree that (a) you will be treated as having assumed the risk of those losses, (b) you will be precluded from asserting any claims against us for paying any unauthorized, altered, counterfeit or other fraudulent Item that such product, service, or precaution was designed to detect or deter, and (c) we will not be required to re-credit the Account or otherwise have any liability for paying such Items.

22. Internal Controls
You acknowledge that you share responsibility for preventing the fraudulent or unauthorized use of the Account. You agree to institute and maintain reasonable and effective procedures to ensure the security of your checks and check stock, access to the Account, and your internal procedures.

23. Lost Checks or Devices
You agree to notify us promptly, both orally and in writing, at the telephone number and address listed on your statement, of any suspected loss, theft, or unauthorized use of your checks or any card, code, or device permitting access to, or evidencing the Account. Until we have a reasonable opportunity to act on such notice, we may maintain debits and honor transactions effected on the Account (except as otherwise provided by law) through the use of any such checks, card, code or device. We may close the Account, permit withdrawals by you, or issue new evidence of an Account on such conditions as we may require.

24. Stop Payment Orders
You may instruct us to stop payment on a check that has not been paid. We will not have a duty to stop payment until you have given us all of the information that we require, including the proper Account name, Account number, check number and date, the payee and the amount of the check, and we have had a reasonable opportunity to take action prior to us paying, accepting, cashing, certifying or otherwise acting with respect to, or becoming obligated on, the check. We reserve the right to require additional information. All of the required information must be correct for the stop order to be effective. A written order is effective for twelve months unless we agree in writing to a different period. A stop payment order may be renewed for additional periods as permitted by our procedures and policies then in effect (subject to an overall maximum of six years) by submitting a written request with the required information prior to expiration of the then-effective stop payment order. An oral order is effective for no more than 14 days, unless confirmed by you in writing within that period. We may pay a check after the stop payment order expires or if required by law. Stop payment orders received after regular banking hours (or a later time as specified by us for a particular service) or on a day which is not a Business Day are deemed received at the opening of business on the next Business Day. If you have preauthorized us to make payments out of an Account, stop payment orders must be received by us at least three Business Days before the payment is scheduled to be made. You may not issue stop payment orders for cashiers checks, certified checks, or other bank obligations. By placing a stop payment order, you agree to indemnify us for and defend and hold us harmless from and against any and all Claims incurred by us due to our refusal to pay the Item. You also agree to pay our fees for stop payment orders.

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25. Interest
Except with respect to CDs as described in Section 35 or as otherwise agreed to by us in writing, interest-bearing accounts will bear interest at annual rates that we may establish and change from time to time in our discretion and that are calculated and compounded by such methods as we may establish and change from time to time in our discretion. The interest rate may be dependent upon the balance in the Account. Unless governing law or regulations specify otherwise, we reserve the right to pay interest only on Available Balances, not to pay interest on an Account open for less than 90 days or an inactive Account, and not to pay interest accrued but not credited at the time an Account closes. We will not pay interest on an Account that does not meet eligibility requirements established by law.

26. Checking Subaccounts
For various accounting purposes, the Account (and, for eligible customers, your NOW account) may consist of two sub-accounts: a transaction sub account and a money market sub-account. The account will still be treated as a single account for most other purposes including determining any fees, charges, earnings credits, interest calculations and Available Balances and for information reporting and statement purposes. All deposits or credits to the account will be credited to your transaction sub-account, and all of your checks, transfers, withdrawals and other debits (collectively, “Debits”) will be deducted from your transaction sub-account. Balances above a threshold level set by us are periodically transferred into your money market sub-account. As funds in your money market sub-account are needed to pay Debits and maintain the threshold balance, they are transferred back to your transaction sub-account. Transfers to your transaction sub-account will be made up to the maximum number of times per period permitted for MMDAs hereunder.

The last permitted transfer will include the transfer of the entire balance of your money market sub-account into your transaction sub-account. We set the threshold balance and may change it at any time in our discretion. Generally, we will allow withdrawals from your money market sub-account at any time without prior notice from you. However, in accordance with Federal Regulation D, we reserve the right to require at least seven (7) calendar days’ prior notice that a withdrawal is going to be made.

27. Statements and Notices; Responsibility
(a) General. At your election, we will either provide to you electronically through our Online Banking for Business service (the “Website”) or by mail at your current address in our files periodic statements (“Statements”), notices and other information regarding the Account (“Regulatory Disclosures”). In either case, we may assess charges for such service, as determined by us from time to time. You acknowledge that you are in the best position to discover the payment of an Item charged to the Account which is unauthorized (e.g., because of a forgery, alteration, or unauthorized or missing signature) or altered, as well as erroneous charges, debits, or other entries to the Account (collectively, “errors”). You agree to promptly examine each statement, record, notice, canceled check and other Items provided or made available to you (whether originals, images, copies or in other formats) and to promptly notify us of any error or problem. You must notify us of a forged or unauthorized signature, alteration, any other error or account problem, including an erroneous statement entry, unauthorized or missing indorsement, discrepancy or improper charge or entry, within a reasonable time under the circumstances (not to exceed 14 days) after we send or otherwise make available to you your statement, your checks (whether originals, images, copies or in other formats), or information identifying the transactions or indicating the error or problem. Such notifications are to be made by calling us or writing to us at the telephone number or address listed on your statement. If you fail to notify us promptly within the timeframes described above, we will not be obligated to re-credit or refund the amount of the error or account problem and you will be precluded from asserting the error or account problem against us. If you make a claim for an error or problem, you agree to cooperate with us as we may request (including providing an appropriate affidavit) in the investigation of the situation and any effort by us to recover funds on your or our behalf.

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(b) Consent to Electronic Statements. If you elect to receive Statements and Regulatory Disclosures electronically through the Website pursuant to Section 27(a) above, you hereby consent to the receipt of such Statements and Regulatory Disclosures electronically in lieu of paper Statements; provided, however, we may provide paper Statements at any time.
(c) Unencrypted Email Communication. You recognize that unencrypted messages, including email, are not secure. If you choose to communicate with us by email, you acknowledge that we may rely on the contents of the email as having been authorized by you, if we accept and act on it in good faith. You agree that we may reply to you in an email with the requested information. You assume the entire risk for unencrypted electronic communications.

28. Indemnity and Limitations

IN NO EVENT UNDER ANY THEORY SHALL WE OR ANY OF OUR AFFILIATES, OR ANY OF OUR RESPECTIVE DIRECTORS, OFFICERS,

EMPLOYEES, AGENTS, OR SERVICE PROVIDERS, HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR COMPANY FOR ANY

CLAIM OR DAMAGE OF ANY KIND (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF, OR RELATING TO, OUR

PROVIDING THE ACCOUNT OR ANY SERVICES RELATED TO THE ACCOUNT, EXCEPT TO THE EXTENT THAT SUCH CLAIMS OR DAMAGES ARE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH SECTION 46 OR A COURT OF COMPETENT

JURISDICTION BY A FINAL AND NON-APPEALABLE JUDGMENT TO HAVE RESULTED FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED THAT IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR

AGENTS HAVE ANY LIABILITY TO YOU OR ANY PERSON OR COMPANY FOR INDIRECT LOSSES, SPECIAL, CONSEQUENTIAL,

INCIDENTAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST BUSINESS, PROFITS OR REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF, OR COULD REASONABLY FORESEE, SUCH DAMAGES.

To the extent that provisions of applicable law prohibit an agreement to disclaim a bank’s responsibility for its failure to exercise ordinary care, our responsibility to you under this Agreement is limited to the exercise of ordinary care in providing the Account and any services related to the Account. Our ordinary care is to be evaluated based on reasonable commercial banking standards prevailing in our industry and location for similarly situated commercial banks.

You agree to indemnify us and our affiliates and each of our respective directors, officers, employees, agents, and service providers (the “Indemnified Parties”) from, and defend and hold harmless each of the Indemnified Parties from and against, any and all Claims directly or indirectly arising out of or relating to our providing the Account or services related to the Account (including, without limitation, any and all Claims in connection with complying with or responding to subpoenas, summonses, search warrants, or requests or demands from government agencies), except to the extent that such Claims are determined by binding arbitration in accordance with Section 46 or a court of competent jurisdiction by a final and non-appealable judgment to have resulted from our gross negligence or willful misconduct.

29. Transfer and Assignment Restrictions
You are prohibited from transferring or assigning your rights to, or granting a security interest in, the Account without our prior written consent. You agree to indemnify us for and defend and hold us harmless from and against all claims, losses, liabilities and expenses incurred by us if you transfer, assign or grant a security interest in the Account (whether or not we consented to such security interest). Any assignment or pledge of the Account is subject to our prior security interest and right of set-off.

30. Privacy and Disclosure of Information
We protect the confidentiality of your financial information. We do not disclose information about the Account or transactions in the Account except as follows: (a) to third parties where it is necessary for completing transfers or tracing transactions, or resolving errors or claims; (b) to credit bureaus or to verify or disclose the existence, amount, or condition

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of the Account for third parties, such as merchants, or other financial institutions; (c) pursuant to court orders and other legal process; (d) in connection with examinations by banking authorities or to comply with subpoenas, summonses, search warrants, or requests from government agencies; (e) to companies affiliated with us; (f) to companies who provide services to us, such as check printers and data processors; (g) in connection with any litigation involving, or the enforcement of our rights and remedies under or in connection with, this Agreement or any other agreement between us; (h) whenever required by law, regulation, or rules, including, where applicable, the rules of NACHA – The Electronic Payments Association® or other funds transfer systems used in connection with a funds transfer; (i) as permitted under any other agreement between you and us; and (j) with your consent.

31. No Internet Gambling Transactions
We are subject to the Unlawful Internet Gambling Enforcement Act (the “UIGEA”). You represent and warrant and agree that you are not engaged in the business of betting or wagering (as such terms are defined in the UIGEA). You acknowledge and agree that this Account will be subject to closure in the event that you, at any time, engage in the business of betting or wagering.

32. Termination
We reserve the right to close the Account, with or without cause, at any time. You may, at any time, close the Account after we have received written notice and have had a reasonable opportunity to act on it. The existence of a zero balance in the Account does not itself terminate the Account. Our rights under this Agreement will survive the closing or termination of the Account.

33. Pre-Authorized Debits for Loan Payments
Unless other arrangements for loan payments have been agreed upon in writing, you authorize us to charge to the Account any unpaid amounts or other extensions of credit which may be outstanding at any time. We will attempt to give you notice prior to debiting the Account, but we are not obligated to do so.

34. Provisions for our Corporate Money Market Deposit Account (“MMDA”) (a) Interest Earnings. The daily Collected Balance in the MMDA will earn interest as described in Section 25. However, no interest will accrue for any day on which the daily Collected Balance falls below our minimum balance requirement for this type of account. If the average daily Collected Balance for a statement month falls below the minimum, no interest will accrue for that month. “Collected Balance” means the total of currency deposits made to the MMDA plus the total amount of checks and other Items deposited which have become available to you according to our Funds Availability Policy, plus all interest credited to the Account minus all withdrawals and other debits charged to the MMDA. This balance is calculated daily and is applied to the posted interest rate for that day.

Accrued daily interest earnings will be credited to the MMDA on the last day of the month. (b) Deposits. After opening the MMDA with the minimum initial deposit, you can make additional deposits at any time.

Generally, your additional deposit may be in any amount, but we reserve the right to refuse or limit the amount of additional deposits to the MMDA.
(c) Withdrawals. We may, at our option, limit you to no more than a combined total of six (6) transfers and withdrawals from an MMDA per month, or monthly statement period or cycle, to another account of yours with us or to a third party, by means of a preauthorized or automatic transfer, telephonic, facsimile, or computer generated order or instruction, or check, draft, debit card, or other similar order made payable to a third party. The following transfers would not be subject to, or included in, such six (6) transfer or withdrawal limitation: (i) transfers from an

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MMDA to repay loans originated or serviced by us and associated expenses, (ii) transfers from an MMDA to another Account, and (iii) withdrawals from an MMDA, in each case when such transfers or withdrawals are made by mail, messenger, ATM, or in person or when such withdrawals are made by telephone via a check mailed to you.

We may, at our option, decline any withdrawal or transfer that exceeds these limits or we may charge a fee for any withdrawal that exceeds these limits. If you exceed these withdrawal limitations, we reserve the right to change the MMDA to another type of deposit account that pays a lower rate of interest or no interest, but has more flexible withdrawal capabilities, or we may close the Account. (d) Notice of Withdrawal. Generally, we will allow withdrawals from the MMDA at any time without prior notice.

However, in accordance with Federal Regulation D, we reserve the right to require at least seven (7) calendar days’ prior written notice that a withdrawal is going to be made. (e) Closing. Either you or we may close the MMDA at any time. The MMDA may continue to earn interest upon closing.

Any accrued interest may be credited to the Account.

35. Certificate of Deposit (Time Deposit) Accounts
This section applies to certificate of deposit (time deposit) Accounts (“CDs”). If there are any conflicts between the provisions of this section and any other provisions of this Agreement insofar as they relate to CDs, the provisions of this section shall control. We will provide you with a Certificate of Deposit Account Disclosure describing certain specific terms and conditions of each CD, such as the maturity date, interest rate, interest payment terms, interest computation method, renewal provisions, and early withdrawal terms, including any applicable early withdrawal fees. Unless otherwise provided in the Certificate of Deposit Account Disclosure, the rate of interest paid, interest computation method, renewal provisions, and early withdrawal terms of the CD will not change during its term. CDs are not eligible for check transactions or funds transfer and other treasury management services. Periodic statements will not be provided for CDs.

36. Security Interest; Set-off
(a) Security Interest. You grant us and each of our Affiliates a first priority security interest in all Accounts owned by you, now or in the future, with us or any of our Affiliates, to secure payment of any or all obligations (including for service fees and charges) you may have to us or any of our Affiliates, whether direct or indirect, absolute or contingent, due or to become due, whether now existing or hereafter arising, and whether several, joint or joint and several, regardless of whether another party is also liable for such obligations or such obligations relate to the Account, a credit agreement, or other circumstances. For purposes of this Agreement, “Affiliate” means any corporation, limited liability company, or other legal entity that controls, is controlled by, or is under common control with another legal entity.
(b) Set Off. In addition to our rights under this Agreement or otherwise, we and each of our Affiliates may exercise the right of set-off against any or all of your Accounts and deposits except as prohibited by applicable law. If you have any obligation to us or any of our Affiliates, under this Agreement or otherwise, whether or not then due, we can use the funds or balances from any Account you have with us or any of our Affiliates to pay or satisfy the obligation or may set off against any amount we owe you in order to obtain payment of such obligation. Except as may be restricted by applicable law, this right may be exercised at any time and without prior notice, regardless of whether it creates an overdraft or results in subsequent dishonor of checks or request to transfer funds. If the law imposes conditions or limits on our ability to take or setoff funds in your Accounts, to the extent that you may do so by contract, you waive those conditions and limits and you authorize us to apply funds in any or all of your Accounts to obligations you owe us or our Affiliates.

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(c) Claims on the Account. You also grant us the right to terminate or place a hold on, and dishonor all Items drawn on the Account that you have assigned or in which you have granted a security interest to any third party (whether or not we consented to such security interest). Upon receipt of oral or written notice from any party of a claim regarding the Account, we may place a hold on the Account. You agree to indemnify us for and defend and hold us harmless from and against our failure or refusal to honor any Item drawn on a pledged or encumbered Account or any other withdrawal instruction.

37. Legal Process
We may comply with any writ of attachment, adverse claim, execution, judgment, garnishment, tax levy, citation to discover assets, turnover or restraining order, subpoena, warrant or other legal process, however served or made which we believe to be valid. Any such legal process is subject to our security interest and rights of set-off. We may, in our sole discretion, respond to legal process by placing a hold on funds in the Account subject to such legal process, close the Account, or interplead the funds. You agree to pay us all of our fees and expenses, including reasonable attorneys’ fees in responding to any such legal process, which fees and expenses may be charged against the Account even if an overdraft is created. We may also create a hold on the Account in anticipation of such fees and expenses. We will have no liability for complying with such legal process, or if there are insufficient funds available in or another restriction on the Account because of actions we take in response to such legal process. We may also place a hold on the Account and conduct an investigation if we suspect there to be fraud or illegal activity associated with the Account.

38. Accounts That May Be Eligible for Pass-Through Deposit Insurance This section applies as of the compliance date of the FDIC’s Rules and Regulations for Recordkeeping for Timely Deposit Insurance Information, 21 CFR Part 370. If you have opened an Account on behalf of the beneficial owner(s) of the funds in the Account (for example as an agent, nominee, guardian, executor, custodian or in some other capacity for the benefit of others), the Account may be eligible for “pass-through” deposit insurance from the FDIC. This means the Account could qualify for more than the standard maximum deposit insurance amount. For such Accounts, in order for us to comply with §370.5(a) of the FDIC’s Rules and Regulations, if the Account has transactional features (such as check writing capability and/or the use of Debit Cards) as defined in § 370.2(j) of the FDIC’s Rules and Regulations, you must agree to provide a record of the interests of the beneficial owner(s) in accordance with the FDIC’s requirements as specified below. Following these procedures may minimize the delay that these beneficial owner(s) may face when accessing their FDIC-insured funds in the event of a bank failure. Section 370 of the FDIC’s Rules and Regulations can be accessed on the FDIC’s website at https://www.fdic.gov/regulations/laws/rules/2000-9200.html.

The FDIC has published a guide that describes the process to follow and the information you will need to provide in the event the bank fails. In addition, the FDIC has published an addendum as section VIII of the guide (the “Addendum”), which is a good resource to understand the FDIC’s alternative recordkeeping requirements for pass-through deposit insurance. The Addendum sets forth the FDIC’s expectations for demonstrating eligibility for pass-through deposit insurance coverage for deposit accounts, including those with transactional features. The Addendum also describes the records you should keep on the beneficial owner(s) of the funds and the format in which to provide the records to the FDIC in the event the bank fails.

The Addendum can be accessed on the FDIC’s website at https://www.fdic.gov/deposit/deposits/brokers/part-370- appendix.html.

You agree to cooperate fully with us and the FDIC in connection with determining the insured status of funds in the Account at any time. In the event the bank fails and the FDIC is appointed as its receiver, you agree to provide the FDIC with the information described above in the required format within 24 hours of bank failure for all Accounts with transactional features and any other Accounts to which you need rapid access. As soon as the FDIC is appointed, a hold or freeze may be placed on the Account so that the FDIC can conduct the deposit insurance determination. That hold or freeze will not be released until the FDIC obtains the information required to enable the FDIC to calculate the deposit insurance. You

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understand and agree that your failure to provide the required information to the FDIC may result in a delay in receipt of insured funds by the beneficial owner(s) and legal claims against you from the beneficial owner(s). This Agreement survives after the FDIC is appointed as our receiver, and as a result, the FDIC shall be entitled to enforce the terms of this section.

39. Governing Law
This Agreement, the Account, and transactions in the Account are subject to the laws and regulations of the United States and of the State of Illinois (including the Illinois Uniform Commercial Code, as in effect from time to time), and applicable rules and regulations. To the extent any such laws, rules or regulations may be modified or supplemented by agreement of the parties and the provisions of this Agreement or any other agreement or document applicable to the Account or transactions have done so, you and we agree to such modifications and supplements. To the extent any term or condition in this Agreement is inconsistent with such laws, rules or regulations it will be deemed modified and applied in a manner consistent with such laws, rules or regulations.

40. Certain Instructions
If you ask us to follow instructions which we believe expose us to potential liability or claims, we may refuse to follow your instructions, or we may require a surety bond or other protections satisfactory to us, such as your indemnity, before we follow the instructions.

41. Inactive Accounts
If an Account has had no withdrawal or deposit activity, and we have had no contact from you regarding the Account for eighteen (18) months, we may consider the Account inactive and stop sending Account statements. Service fees and other terms applicable to active accounts will apply to the Account while it is inactive except where prohibited by law. An inactive Account may be subject to additional fees. You understand that under state abandoned property laws, we must turn over to the state the Account if it has been inactive for a specified period of time as prescribed by applicable law.

42. Relationship
The relationship created by any deposit is that of debtor and creditor and otherwise the relationship between us is that of independent contractor. No fiduciary or other special relationship exists except as required by law.

43. Recording
You authorize us to monitor, record, and retain telephone calls, electronic messages and other data transmissions at any time without notice for any reason including to provide a record of instructions with respect to the Account, but we are not obligated to do so.

44. Miscellaneous
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Agreement will not be affected or impaired as a result. We may waive any provision of this Agreement, but the waiver will apply only to that provision and on that occasion. In no event is any waiver or series of waivers to be construed as creating or requiring a waiver of any provision in the future.

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45. Facsimilies and Email
We may, in our discretion, accept facsimiles of Account documentation and related matters as originals. Email communications from you, including instructions, are not binding on us and do not constitute notice to us as contemplated by this Agreement unless we otherwise expressly agree in writing.

46. Claims Subject to Arbitration
We and you agree to arbitrate all disputes or claims between you and us arising out of or relating in any way to the Account or this Agreement, any other agreement related to the Account, or any transactions arising hereunder or thereunder, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. This arbitration provision is intended to be broadly interpreted and to cover, without limitation, any claims that arose before the effective date of this Agreement or any prior agreement governing the Account (including, but not limited to, claims relating to advertising, promotions, or disclosures) and any claims that may arise after the termination of this Agreement.

This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1 et. seq., governs the interpretation and enforcement of this provision. An American Arbitration Association (“AAA”) arbitrator will decide the substance of all Claims in accordance with all applicable law, including recognized principles of equity and statutes of limitations, and will honor all claims of privilege recognized by law.

Unless both you and we agree otherwise, each party must bring all related or similar Claims in a single arbitration proceeding. If you or we later initiate a subsequent arbitration asserting Claims that are related or similar to ones that were raised by such party in an earlier-filed arbitration, the AAA or the arbitrator will either: (i) consolidate the subsequent arbitration with the earlier proceeding if it is ongoing or (ii) dismiss the subsequent arbitration if it raises Claims that would be barred by applicable law if brought in court.
(a) Notice of Dispute and Arbitration Procedures. A party who intends to pursue a Claim must first send to the other a letter describing the Claim and containing the information described below (a “Notice of Dispute”). Any Notice of Dispute sent to us should be addressed to:

BMO Bank N.A.

Documentation Analysis and Control
320 South Canal Street 14W
Chicago, IL 60606
Any Notice of Dispute sent to you by us will be sent to the address in our records that is associated with the Account at the time the Notice of Dispute is sent. The Notice of Dispute must (a) describe the nature and basis of the Claim; (b) set forth the specific relief sought; (c) set forth the name and address of the claimant; and (d) include the Account numbers and/or the provision of the applicable agreement to which the Claim relates. If we and you do not reach an agreement to resolve the Claim described in the Notice of Dispute within forty-five (45) days after the Notice of Dispute is received, you or we may commence an arbitration proceeding with AAA. If you or we attempt to commence arbitration proceedings before providing the requisite Notice of Dispute, the other party may inform the AAA of this agreement and direct it to refrain from commencing administration of arbitration proceedings until the requisite time period for notice has passed. Neither you nor we will disclose to the arbitrator the existence, amount, or terms of any settlement offers made by either party until after the arbitrator issues a final award resolving the Claim.

The arbitration will be governed by the AAA’s Commercial Dispute Resolution Procedures, as amended from time to time (the “AAA Rules”) as modified by this Agreement, and will be administered by the AAA.

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The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, except that issues relating to the arbitrability of Claims or the scope, and enforceability of this arbitration provision, including the interpretation of the prohibition of class and representative actions and non-individualized relief, are for the court to decide. The right to a hearing will be determined by the AAA Rules. Any in-person arbitration hearing will take place in Chicago, Illinois. Regardless of the manner in which the arbitration is conducted, the arbitrator, upon the request of either party made prior to the closing of the hearing (or, if there is no oral hearing, prior to or along with submission of final documents to the AAA), will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award, if any, is based. Unless otherwise agreed by you and us, any award will be rendered by the arbitrator not later than fourteen (14) days from the date of the closing of the hearing or, if there is no oral hearing, from the date of the AAA’s transmittal of the final statements and proofs to the arbitrator in accordance with the AAA Rules.
(b) Prohibition of Class and Representative Actions and Non-Individualized Relief. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual Claim; any injunctive relief must be individualized in nature and cannot affect individuals other than the claimant. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN

YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, OR AS A PRIVATE ATTORNEY GENERAL OR ON BEHALF OF THE GENERAL PUBLIC. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If a court decides that any part of this arbitration provision (other than the prohibition of class or representative actions and/or consolidation) is invalid or unenforceable, the other parts of this arbitration provision will still apply. However, if a court decides that this paragraph’s prohibition of class or representative actions and/or consolidation is invalid or unenforceable, then the entirety of this arbitration provision will be null and void. (c) Access to Government Agencies. This arbitration provision does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf.
(d) Other Remedies. This arbitration provision and the exercise of any of the rights you and we have under this provision will not prohibit you or us from exercising any lawful rights either you or we have to use other remedies available to preserve, foreclose or obtain possession of real or personal property or exercise self-help remedies, including set-off rights as described in this Agreement.

47. Amendment
From time to time, we may amend, add to or change (an “amendment”) the provisions of this Agreement. Amendments will be communicated by notice given to you by mail or if permitted by law, electronic notice, and will be effective on the date indicated in the notice. If an effective date is not indicated, the effective date will be ten (10) Business Days from the date the notice was sent. If you do not wish to be bound by an amendment, you may close the Account before the effective date of the amendment. Your continued use of the Account after the effective date is deemed your agreement to the amendment. Any other amendment will be effective only if it is in writing and signed by our duly authorized officer.

A change in our interest rates, fees or service charges, funds availability or operating procedures does not constitute an amendment of this Agreement and we may effect such changes without prior notice to you.

48. Entire Agreement
This Agreement, including our Funds Availability Policy and information specifically referred to in this Agreement, and any separate service or master agreement in effect constitutes the entire agreement between us regarding the subject matter

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of this Agreement and supersedes any and all prior representations, warranties, understandings and proposals. There are no oral agreements between us. You acknowledge that you have not relied on any representation or warranty, express or implied, or other understanding or proposal not contained in this Agreement, the Funds Availability Policy or information specifically referred to in this Agreement, or any separate service or master agreement in effect. This Agreement is binding upon and for the benefit of the account owners, their permitted successors and assigns, and us and our successors and assigns. This Agreement also applies to each of your subsidiaries and affiliates which have an Account with us or have access to the Account as if it were a party to this Agreement. You represent and warrant to us that you have the authority to act for and bind such subsidiaries and affiliates to this Agreement, and agree to be responsible for any unpaid fees, charges or other obligations of such subsidiaries or affiliates. Otherwise, except as expressly provided in this Agreement, this Agreement is not for the benefit of any other person, and no other person will have any right against you or us in connection with this Agreement.

49. Cash Withdrawals
If you request to withdraw large amounts in cash, we may place reasonable restrictions on the time and place of your withdrawal based on our security and operational considerations.

50. Defined Terms
Available Balance — means the most current record we have about the balance in the Account that is available for withdrawal from the Account.

Business Day — means every day except Saturdays, Sundays or federal holidays.

Item — includes a check, draft, demand draft, preauthorized draft, or other order or instruction for the payment, transfer, or withdrawal of funds (including a withdrawal slip), and electronic transactions (including ACH, ATM and POS).

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Our general policy for Commercial Checking Accounts (including Commercial Checking, Commercial NOW and Commercial Money Market) is to make the funds from your wire transfers and electronic direct deposits available to you on the Business Day we receive the deposit. Funds from cash deposits will be made available to you on the day of deposit. Funds from check deposits will be made available to you according to the Availability Schedule assigned to your check deposits. The length of delay varies depending on the type and method of deposit, and is explained below. Once the funds are available, we will use the funds to pay checks you have written or you can withdraw the funds in cash.

Determining Availability
For purposes of this Funds Availability Policy, every day is a “Business Day” except Saturdays, Sundays and federal holidays. If you make a deposit before our cut-off time on a Business Day that we are open, we will consider that day to be the day of your deposit. The cut-off time for deposits made at a branch is the closing time of the branch where the deposit is made. Deposits made at a night drop location or night depository will be retrieved and verified by us once at the beginning of each Business Day. Therefore, if you use a night drop during the day, that deposit will not be considered received by us until the next Business Day when we retrieve it and process it. The cut-off time for deposits made in connection with certain banking services that we offer may vary; the earliest cut-off time is 4:00 p.m. Central Time (except with respect to certain vault services, for which cut-off times range between 1:00 p.m. ET and 5:00 p.m. PT). Please review the service agreements that govern these banking services to determine the applicable cut-off times. If you make a deposit after our cut-off time or on a day that we are not open, we will consider that the deposit was made on the next Business Day we are open.

Immediate Availability
Cash deposited at branches or through the mail before the cut-off times listed above will be available for immediate use on the day that we receive the deposit. Because we cannot process deposits made until we receive them, we strongly recommend that you do not send cash deposits through the mail. Cash deposited after the cut-off times will be available on the next Business Day after we receive the deposit.

Same Day Availability
Funds from the following types of deposits will generally be available on the Business Day we receive the deposit:
▪ Federal Reserve Bank wire transfers
▪ Preauthorized electronic credits
Next Day Availability
Funds from the following types of deposits will generally be available on the next Business Day after the day we receive the deposit:
▪ U.S. Treasury checks
▪ Checks drawn on and drafts payable through us.
▪ Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders ▪ State and local government checks
▪ Checks drawn on banks located inside the United States of America Other Check Deposits
Subject to Section 9 of the Commercial Account Agreement, funds from all other checks will generally be available no later than the second Business Day after the day of your deposit. The first $275 of these deposits, however, will be available on the first Business Day after the day of your deposit.

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Cashing a Check Not Drawn On Us
If we cash a check that is drawn on another bank, we may withhold the availability of a corresponding amount of funds that are already in your checking account or another account you have with us (or one of our affiliates). Those funds will be available at the time funds from the check we cashed would have been available had you deposited it.

Longer Delays May Apply To Some Deposits
In some cases, we will not make all of the funds that you deposit by check available to you as described above. In these cases, funds will generally be available on the second Business Day after we receive your deposit; however, the first $275 of your deposit, will still be available on the first Business Day. If we are going to delay availability, we will notify you at the time you make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly through one of our employees, or if we decide to take this action after you leave the premises, we will mail you the notice no later than the day after we receive your deposit. We will also tell you when the funds will be available. If your deposit is not made directly through one of our employees, or if we decide to take this action after you leave the premises, we will mail you the notice no later than the day after we receive your deposit.

If you will need the funds from a deposit immediately, you should ask us when the funds will be available.

In addition, funds you deposit by check may be delayed for a longer period under the following circumstances:
▪ If we believe a check deposited will not be paid
▪ If deposited checks total $6,725 or more on any one day ▪ If you redeposit a check that has been returned unpaid ▪ If you have overdrawn your account repeatedly in the last six months ▪ If there is an emergency situation such as a failure of communications or computer equipment, or severe weather We will attempt to notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. Funds will generally be available no later than the seventh Business Day after the day of your deposit.

Additional Information Concerning Your Accounts
Endorsement Requirements
Payee endorsements are restricted by federal law to an area up to 1.5 inches from the trailing edge of a check. The trailing edge is defined as the left side of the check when looking at it from the front. The endorsement area reserved for the bank of first deposit is the area 3.0 inches from the leading edge of the check and 1.5 inches from the trailing edge of the check. The leading 3.0 inches is the area designated for endorsements of subsequent collecting banks. While checks may vary in size, the size of the areas designated for payee endorsement will always be as described above.

Legibility of Endorsements
Endorsements or other writing or markings on the reverse side of checks by issuers, payees, or endorsers should be limited to the space reserved for the payee’s endorsement as described above. Otherwise, the endorsement of the depository bank may be obscured, and this may delay the return of the check or the notice of nonpayment. You shall be liable for any loss or damages arising from this condition.

Sufficient Balances
While funds will be made available based on the preceding time frames, you remain responsible for ensuring that sufficient ledger balances and Available Balances are kept or deposited to cover all withdrawals and other charges against the Account. If a deposited check is returned unpaid, we retain the right to charge that item back to the Account even though the funds for that check were made available. You remain responsible to immediately repay any overdrafts.

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If you have any questions regarding this policy, or about the availability of any deposit you make, please contact the Client Response Center at 1-877-895-3278.

International Items
All international items should be directed to:

Mailing Address:

BMO Bank
Naperville Operations Center
Attn: Foreign Collections
PO Box 5731
Carol Stream, IL 60197
Availability Schedules are subject to change without notice.

Overnight / Courier:

BMO Bank
Naperville Operations Center
Attn: Foreign Collections
1200 E. Warrenville Road
Naperville, IL 60593

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BMO 2026

EXHIBIT D

TREASURY SERVICES MASTER AGREEMENT

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Rev 12/2025_Ver. 4.1 Page 1 of 11
Treasury Services Master Agreement
This Treasury Services Master Agreement (this “Master Agreement”) is made as of the date appearing on the signature page of the Bank representative signing this Master Agreement, between (“Client”) and BMO Bank N.A. (“Bank”). This Master Agreement includes the terms and conditions pursuant to which Bank will provide to Client its treasury and payment solutions products and services (the “Services”). Any reference in any existing or future agreement between Client and Bank to a “Global Treasury Management Services Master Agreement” or any other prior services agreement for treasury and payment solutions products and services shall be deemed to be a reference to this Master Agreement.

In consideration of the mutual promises herein, Client and Bank agree as follows:

1. Services.

Bank will make available to Client the Services selected by Client and described on the Service Selection Form, which is part of this Master Agreement (as updated or amended from time to time, the “Service Selection Form”). By completing and signing the Service Selection Form for a particular Service or Services, Client selects that Service or Services and agrees to the terms and conditions of the related service description, including any appendices (the “Service Description”), and other Service Documentation (as defined below) for that Services. Client may add Services by submitting to Bank an executed copy of the Service Selection Form for the new Service. Any other services or features Bank provides in connection with a Service which are not listed in the Service Selection Form are also considered “Services” and are subject to this Master Agreement and any related Service
Documentation. Other than as expressly set forth herein or in the Service Documentation for a particular Service, the Services are only available for commercial cash management banking purposes and may not be used for personal or
consumer banking purposes of any kind.

Upon acceptance and approval by Bank of this Master
Agreement and the Service Selection Form for the Services Client requests, and the completion of any required setup process, Bank will make the requested Services available to Client. If Client does not execute the Service Selection Form for a particular Service, but nevertheless uses that Service in any manner, Client’s first such use constitutes Client’s agreement to the Service Documentation for that Service, including the applicable Service Description, in the form Bank presented to Client.

2. Governing Agreements and Documentation.
(a) Service Documentation. Client’s use of the Services is governed by this Master Agreement and the following
documents (collectively, the “Service Documentation”), all of which are incorporated by reference into this Master Agreement (as applicable):
 Service Descriptions;
 Service Selection Forms;
 setup and security instructions and procedures; and
 user guides, questionnaires, and other instructions
and manuals for Services provided by Bank (as
updated from time to time, “User Guides”).

If there is any conflict between any term or provision of the Service Documentation for a particular Service and
the terms and provisions of this Master Agreement, the
Service Documentation will control with respect to such Service to the extent of such conflict. If there is any conflict among the Service Documentation for a particular Service, the Service Description will control to the extent of the conflict. Terms which are defined in this Master Agreement have the given meaning when used in the
Service Documentation unless otherwise specified.

All deposit account(s) that are enrolled in the Services (the “Accounts”) will remain subject to the applicable
deposit account agreement (“Account Agreement”) and
Client’s use of the Services will also be governed by such Account Agreement, which is incorporated by reference
in this Master Agreement. If there is any conflict between the applicable Account Agreement and this Master
Agreement or any Service Documentation, then this
Master Agreement or the Service Documentation
controls. Capitalized terms used herein and not otherwise defined shall have the meaning given in the applicable
Account Agreement.
(b) Service Changes. Bank may from time to time add to, discontinue or modify the Services and may update or
make changes in the Service Documentation relating to a Service. Bank will give Client notice of any material
change and such change will be effective as of the date specified in the notice sent to Client. Bank reserves the right to notify Client of changes and updates electronically or by Internet posting, mailing, or other means permitted by law. The right to change fees and charges and the
right to change the terms of this Master Agreement are
addressed in Section 12.
(c) Authorized Individuals; Contact Information. Before accessing any Service, Client must provide to Bank (or
there must be on file with Bank) a signed and completed Certificate of Account Resolutions in the form provided by Bank or other form acceptable to Bank (“Account
Resolutions”). The Account Resolutions evidence the
proper authority of the persons (“Authorized Individuals”) signing this Master Agreement, the Service Selection

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Form, and any authorization forms, and provide Bank with any contact information that Bank may require in
connection with Client’s use of a Service. Bank is entitled to rely on such authorization and contact information
according to its terms until Bank receives properly
authorized written notice in the form provided by Bank or other form acceptable to Bank that the existing
authorization and/or contact information is changed or
terminated and Bank has a reasonable opportunity to act on such notice. If Client instead chooses to communicate changes to Bank by some other means, Bank is entitled
(but not obligated) to rely on such communications and
the changes as having been duly authorized by Client if Bank in good faith believes the communications came
from someone authorized by Client to deliver it. Bank will not be responsible for losses if Client fails to timely and properly notify Bank of changes in authorization and/or contact information. Client must also promptly notify Bank in writing of any change to Client’s name or address.

3. Obligations and Acknowledgments.
(a) Account Statements and Reconciliation. At Client’s
election, Bank will either provide to Client electronically through Bank’s Online Banking for Business Service
(“OLBB”) or by mail periodic statements, notices,
canceled checks, and other information regarding the
Accounts and Account activity, including any activity
resulting from Services. Client agrees to promptly
examine each such statement, notice, canceled check,
and other information (whether originals, images, copies, or in other formats) and to promptly notify Bank of any erroneous charges, payments, missing or incorrect
deposits, credits, debits, or other entries to Accounts (“errors”) or other Account problems, including a forged or unauthorized signature or alteration, or unauthorized or missing endorsement, in accordance with the
requirements and procedures, including time frames,
provided in the applicable Account Agreement. If Client fails to notify Bank as described above, Bank will not be obligated to re-credit or refund the amount of the error or Account problem and Client will be precluded from
asserting the error or Account problem against Bank. If Client makes a claim for an error or problem, Client
agrees to cooperate with Bank in the investigation of the situation (including providing an appropriate affidavit as Bank may request) and any effort by Bank to recover
funds on Client’s or Bank’s behalf.

Unless Bank has otherwise agreed in the Service
Documentation for any Service Bank provides to Client,
funds transfers to and from Accounts will be reflected on the periodic statements Bank sends or makes available to Client or the applicable Account owner.
(b) Electronic Information. Some Services allow Client to view and receive information about Account balances,
activity, transactions, and other cash management
information electronically, via the Internet through one of Bank’s access Services, or by other electronic means.

Account information changes frequently and is subject to updating, verification, and correction. Since the
information may change during the delay between when
the information was last sent to Client or posted by Bank and when Client receive or access the information, Bank assumes no responsibility for Client’s reliance on such information which is subsequently updated, verified, or corrected.
(c) Client’s Vendors. If Client engages any third party in connection with any Service (“Vendor”), the Vendor is
Client’s agent. Client is solely responsible for ensuring that Client’s Vendor complies with Client’s obligations under this Master Agreement and the Service
Documentation (including Security Procedures, as
defined below, relating to the Services). Client is bound by all information, Orders (as defined herein), entries, or other instructions provided on Client’s behalf by Vendors all as though such information, Orders, entries, or other instructions were provided by Client. Client confirms that Client grants authority to Vendors to legally bind Client with respect to their use of the Services. Client is liable for (i) any Vendor’s failure to comply with any of Client’s obligations under this Master Agreement and the Service Documentation, (ii) all fees, costs, and expenses owed to each Vendor for its services on Client’s behalf, and
(iii) any claims, damages, costs, and expenses incurred by Client or Bank as a result of any Vendor’s failure to perform, or delay or error in performing, its services on Client’s behalf.
(d) Use of Third Parties by Bank. Bank may use the services, software, hardware or equipment of third parties to
provide or facilitate all or any portion of the Services, including call centers, Website hosts, contractors,
processors, and the like. Client agrees that Bank may
disclose to any such third party any information regarding Client necessary to provide the Service and related
support to Client.
(e) Money Laundering and Funding of Terrorism. Client
acknowledges that transactions made on Client’s behalf
may be subject to federal and state laws and regulations governing transactions in currency and other monetary
instruments relating to money laundering activities and the funding of terrorism and that such laws and
regulations may impose severe criminal penalties on
those who participate or assist in such activities or in structuring of such activities to avoid reporting
requirements. Client acknowledges that Bank may
monitor transactions for compliance with such laws and
regulations. Client agrees that Client will not engage in any transaction which would violate, or result in a
payment in violation of, federal or state laws or
regulations, including, without limitation, the federal laws and regulations administered by bank regulatory
agencies and the Office of Foreign Assets Control
(“OFAC”) relating to money laundering and the funding of terrorism.
(f) Right of Setoff and Security Interest. In addition to its other rights under this Master Agreement and the Account Agreement, Bank and each of its Affiliates may exercise the right of set-off against any or all of Client’s Accounts and deposits and Client grants Bank a first priority security interest in all Accounts maintained by Client now or in the future with Bank or any of Bank’s Affiliates to secure
payment of any and all obligations regarding Services
provided under this Master Agreement and the Service
Documentation, whether direct or indirect, absolute or
contingent, due or to become due, whether now existing

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or hereafter arising, and whether several, joint or joint and several. For purposes of this Master Agreement,
“Affiliate” means any corporation, limited liability
company, or other legal entity that controls, is controlled by, or is under common control with another legal entity.

4. Security Procedures.
(a) Verification. Bank requires that the authenticity of any payment order, Automated Clearing House (“ACH”) entry,
entry data, batch release, electronic data or transmission, or other instruction to transfer or pay funds or pay, return, or issue checks (collectively, “Orders”) issued to Bank in Client’s name in connection with any Service be verified pursuant to security procedures as provided in this
Master Agreement or in the applicable Service
Documentation (“Security Procedures”). Bank may also
require that other instructions Client issues to Bank be delivered and accepted in compliance with Security
Procedures.
(b) Acceptance of Security Procedures. Client should
carefully review the Security Procedures in light of the size, amount, and frequency of Client’s transactions.

Client’s use of each Service indicates Client’s agreement that the Security Procedures for the Service are
commercially reasonable. If instead of accepting and
following the Security Procedures Bank offers, Client
chooses to communicate to Bank pursuant to some other
procedure, Client is refusing the Security Procedures
Bank recommends as commercially reasonable and
Client will be bound by any Order or other instruction
issued in Client’s name and accepted by Bank in
compliance with the procedure Client chooses.
(c) Security Procedure Limitations. Client acknowledges that the Security Procedures are used to verify the authenticity of, but not to detect errors in, any Order transmitted by Client or in Client’s name. From time to time Bank may
at its option use additional procedures to verify or
authenticate Orders. The Security Procedures do not
verify the actual identity of the users of the Services and do not monitor the actions of the users to determine
whether their Orders exceed the scope of their authority.

The Security Procedures are in addition to, and do not
limit, revoke, or affect the authority of any Authorized Individual to transmit Orders or any agreement now or
hereafter existing between Client and Bank relating to
Orders. Bank may continue to rely upon such authority
and agreements and Bank is authorized to act upon
Orders received from persons acting pursuant to such
authority or agreements.

5. Confidentiality and Security.
(a) Confidential Service Information. Client agrees that it is Client’s responsibility to maintain the security and strict confidentiality of all account numbers, codes, and
identification data, such as customer identification
numbers (“Customer IDs”) and passwords (“Customer
Passwords”) and user identification numbers (“User IDs”) and passwords (“User Passwords”), provided to or used
by Client in connection with any Service (“Identification Data”) as well as information concerning access to any
Service or Account, including the Security Procedures
(“Confidential Service Information”). Client should
disclose the Identification Data and the Confidential
Service Information only to Authorized Individuals and
Vendors who need to know the information in order to
carry out their responsibilities with respect to the Services.

Client also agrees to maintain the confidentiality of all Service Documentation, software, and other proprietary
information regarding the Services which Bank provides
to Client.
(b) Effective Policies and Procedures. Client represents and warrants to Bank that Client has in place, and will maintain and enforce, effective policies and procedures to prevent unauthorized access to the Accounts, the Identification Data, the Confidential Service Information, and the
Services, including unauthorized and erroneous
transmission of Orders and other communications to
Bank. Client agrees to take all steps necessary to ensure the security, accuracy, authenticity, confidentiality, and legitimacy of all communications to Bank and all access to the Services.
(c) Notification of Loss. If at any time any Identification Data or Confidential Service Information has been lost, stolen, or misused, or Client believes that the security of
communications between Client and Bank may be or has
been compromised or is in any way insecure, Client must notify Bank immediately (with confirmation in writing) and assist Bank in investigating and remedying the situation.

Client’s notice will not affect any action taken by Bank, including transfers made or instructions carried out prior to the time Bank has received the notice and has had a
reasonable opportunity to act on it.
(d) Obligations of Bank Regarding Confidential Information.

Except as otherwise provided herein or in any Service
Documentation, Bank will maintain the confidentiality of the information Client provides to Bank in connection with the Services in accordance with its normal procedures for safeguarding commercial customer information, and
Bank agrees to use such information only to provide the Services to Client and as otherwise required by law or
permitted in any agreement between Client and Bank.

Bank may disclose information (i) which is or becomes
public other than as a result of disclosure by Bank in
violation of this Section, (ii) which was or becomes
available to Bank on a non-confidential basis from a thirdparty who is not known by Bank to be bound by a confidentiality agreement with Client with respect to such information, (iii) which is developed by Bank separate and apart from any disclosure by Client, (iv) to Affiliates of Bank, or to companies who provide services to Bank as
described in Section 3(d), (v) as permitted under the
Account Agreement or any other agreement between
Client and Bank, (vi) in connection with any litigation involving, or the enforcement of its rights and remedies under or in connection with, this Master Agreement or any other agreement between Client and Bank, and (vii) to the extent required by applicable laws, regulations, or rules, including, where applicable, the rules of NACHA – The
Electronic Payments Association® or other funds transfer systems used in connection with a funds transfer
(collectively, “Applicable Law”), or court orders or other legal process (including in connection with examinations by banking authorities or to comply with subpoenas,

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summonses, search warrants, or requests from
government agencies).
(e) Use of Confidential Service Information. All uses of the Services in accordance with the Security Procedures will be deemed to be authorized by and binding on Client or
the applicable Account owner. Client’s failure to protect Identification Data and Confidential Service Information may allow an unauthorized party to (i) use the Service(s), (ii) access electronic communications and financial data, and (iii) send Orders and communications to Bank or
receive information from Bank. To the maximum extent
permitted by law, Bank shall have no responsibility or
liability whatsoever for any loss due to any unauthorized Order, instruction or other communication from Client,
Client’s Vendor, or any Authorized Individual to Bank,
except to the extent that such loss is determined by an arbitrator in accordance with Section 16 or by a court of competent jurisdiction by a final and non-appealable order to have resulted from Bank’s gross negligence or willful misconduct.
(f) Unencrypted Messages. Client recognizes that
unencrypted messages including email are not secure. If Client chooses to communicate with Bank by email, Client acknowledges that Bank may rely on the contents of the
email as having been authorized by Client, if Bank
accepts and acts on it in good faith. Client agrees that Bank may reply to Client in an email with the requested information. Client assumes the entire risk for any such unencrypted electronic communications.

6. Events of Default.

The occurrence of any of the following shall constitute an “Event of Default”:
(a) Failure to Pay or Perform. If Client fails to pay when due any amount payable, fails to satisfy any condition Client is required to satisfy, or fails to observe or perform any agreement or obligation, under this Master Agreement,
any Service Documentation, or any other agreement
between Client and Bank;
(b) Incorrect or Misleading Statements. If any representation or warranty made by Client in this Master Agreement, any Service Documentation, or any other agreement between
Client and Bank, or any certificate or statement of fact or any other communication from Client to Bank, is found to have been incorrect or misleading on or as of the date
made in any respect Bank considers material;
(c) Insolvency, etc. If Client is or becomes insolvent or bankrupt or is dissolved, liquidated or wound up; or any substantial assets of Client are seized or otherwise
attached pursuant to legal process or other means; or any step or proceeding is taken by or against Client under or in respect of any bankruptcy, insolvency, reorganization or other similar law affecting creditors' rights, including a resolution passed by Client’s directors, partners,
managers, or members; or any assignment is made for
the benefit of Client’s creditors; or in the good faith opinion of Bank the financial condition of Client has become
impaired;
(d) Judgments. If one or more judgments, decrees, or orders is rendered against Client for the payment of money and any of such judgments, decrees or orders would, in
Bank’s opinion, have a material adverse effect and
continue unsatisfied and in effect for a period of more than ten (10) business days without being vacated,
discharged, satisfied or stayed pending appeal; or
(e) Unenforceable Provisions. If any provision of this Master Agreement Bank considers material is determined by an
arbitrator in accordance with Section 16 or a court of
competent jurisdiction to be unenforceable.

7. Termination.
(a) This Master Agreement will continue in full force and effect until all Services have been terminated. Any
Service may be terminated at any time by either Client or Bank upon at least thirty (30) days’ prior written notice to the other party. Only the Service specified in such notice will be terminated, and no other Services will be affected. (b) Bank may, at its option, immediately and without any notice or other action (i) terminate this Master Agreement or any or all Services upon the occurrence and during
continuance of an Event of Default, and (ii) terminate any Service if Bank determines that the Service has not been used by Client for a period of at least 12 months.
(c) Upon termination of any Services under this Master
Agreement:
 Client will immediately return to Bank or destroy the originals and all copies (in all formats and media) of
software programs Bank licensed to Client, all User
Guides, and all security and access devices with
respect to those terminated Services.
 Any licenses granted by Bank to Client with respect
to those terminated Services under the applicable
Service Documentation will automatically terminate.
(d) Even if this Master Agreement or any or all Services are terminated, this Master Agreement shall continue in full force and effect as to all transactions that Bank began processing before such termination and the provisions of Sections 5, 8, 9, 10, 13, and 16 will survive any
termination of this Master Agreement and the relevant
Service.

8. Indemnity.

Client agrees to indemnify Bank, Bank’s Affiliates, and each of their respective officers, directors, employees, agents, and service providers (collectively, “Indemnified Parties”) for, and defend and hold harmless each of the Indemnified Parties from and against, any and all actions, losses, damages, claims, demands, liabilities, costs, or expenses, including court costs and reasonable attorneys’ fees and expenses (collectively “Claims”), resulting directly or indirectly from Bank’s performance under this Master Agreement or Bank’s provision of any Service (including, without limitation, any and all Claims in connection with complying with or responding to subpoenas, summonses, search warrants, or requests or
demands from government agencies), except to the extent that such Claims are determined by an arbitrator in
accordance with Section 16 or a court of competent jurisdiction by a final and non-appealable order to have resulted from Bank’s gross negligence or willful misconduct.

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9. Limitation of Liability.

IN NO EVENT UNDER ANY THEORY SHALL BANK, OR

ANY OTHER INDEMNIFIED PARTY HAVE ANY LIABILITY

TO CLIENT OR ANY OTHER PERSON OR COMPANY FOR

ANY CLAIM OR DAMAGE OF ANY KIND (WHETHER IN

TORT, CONTRACT OR OTHERWISE) ARISING OUT OF,
OR RELATING TO, BANK’S PERFORMANCE UNDER THIS
MASTER AGREEMENT OR BANK’S PROVISION OF ANY

SERVICE, EXCEPT TO THE EXTENT THAT SUCH CLAIMS

OR DAMAGES ARE DETERMINED BY BINDING
ARBITRATION IN ACCORDANCE WITH SECTION 16 OR A

COURT OF COMPETENT JURISDICTION BY A FINAL AND

NON-APPEALABLE ORDER TO HAVE RESULTED FROM
BANK’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT; PROVIDED THAT IN NO EVENT SHALL

BANK OR ANY OF ITS AFFILIATES, OR ANY OF THEIR

RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,

AGENTS, OR SERVICE PROVIDERS, HAVE ANY LIABILITY

TO CLIENT OR ANY PERSON OR COMPANY FOR

INDIRECT LOSSES, SPECIAL, CONSEQUENTIAL,

INCIDENTAL, OR PUNITIVE DAMAGES, OR DAMAGES

FOR LOST BUSINESS, PROFITS, OR REVENUE,

GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF BANK

OR ANY SUCH OTHER PARTY IS AWARE OF THE

POSSIBILITY OF, OR COULD REASONABLY FORESEE,
SUCH DAMAGES.

TO THE EXTENT THAT PROVISIONS OF APPLICABLE
LAW PROHIBIT AN AGREEMENT TO DISCLAIM A BANK’S

RESPONSIBILITY FOR ITS FAILURE TO EXERCISE
ORDINARY CARE, BANK’S RESPONSIBILITY TO CLIENT

UNDER THIS MASTER AGREEMENT AND THE SERVICE

DOCUMENTATION IS LIMITED TO THE EXERCISE OF

ORDINARY CARE IN PROVIDING THE SERVICES TO
CLIENT. ORDINARY CARE IS TO BE EVALUATED BASED

ON REASONABLE COMMERCIAL BANKING STANDARDS
PREVAILING IN BANK’S INDUSTRY AND LOCATION FOR
SIMILARLY SITUATED COMMERCIAL BANKS.

Bank’s cumulative liability for all loss or damage arising from or relating to this Master Agreement and any Service,
regardless of the form of action, is limited to direct losses attributable to Bank’s gross negligence or willful misconduct and limited to an amount not to exceed twelve (12) times the fees paid by Client during the month immediately preceding the month in which the loss or damage was incurred.

Bank is not liable for any failure or delay in carrying out any of its obligations under this Master Agreement or any Service Documentation if such failure or delay results from Bank acting in accordance with requirements of Applicable Laws or from acts of God, strike or stoppage of labor, power or equipment failure, disruptions in telecommunications systems or the financial markets, adverse weather conditions, or any other cause beyond its control. Bank has no responsibility and will incur no liability for any act or failure to act by any other financial institution, intermediary, or any other third party including any failure, delay or error by any Federal Reserve Bank or other intermediary bank in timely presenting data or checks to Bank.

10. Fees and Charges.

Client agrees to pay fees and other charges for each Service as Bank establishes from time to time or maintain
compensating balances as Bank may permit. Bank may
amend its fees and charges from time to time in accordance with Section 12 below. Client authorizes Bank to access any one or more Accounts to debit fees and other charges, even if doing so creates an overdraft.

Bank may provide Client with monthly compensation
statements indicating the fees owing by Client and debited from one or more Accounts for the Services and the interest paid or charged to Client. Client will verify the statements and notify Bank in writing of any errors, irregularities or omissions within (a) 30 days of the mailing of the compensation
statement to Client, or (b) if not mailed, within 30 days of the delivery or availability of the compensation statement to Client.

At the end of the 30-day period it will be conclusively settled between Client and Bank that the compensation statement is accurate, all fees and amounts charged as set out in the compensation statement are properly chargeable, and Client will not be entitled to be credited with any sum not credited in the compensation statement.

Notwithstanding the foregoing, Bank has the right at any time to make adjustments for any amounts improperly credited and any alleged errors, irregularities, or omissions or to charge back items for which payment has not been received.

Bank may assess finance charges on any amount due to Bank under this Master Agreement that is not paid by Client within thirty (30) days of receipt of Client’s statement or an invoice showing the amount due.

11. Notices.

Except as may be otherwise specified in the Service
Documentation for a particular Service, all notices and other communications by Client or Bank relating to this Master Agreement and/or any Service Documentation generally shall be in writing and:
 if to Client, addressed to Client’s primary address as shown on Bank’s records or, if permitted by law,
delivered electronically;
 if to Bank, addressed to Documentation Analysis and
Control at: BMO Bank N.A., Documentation Analysis
and Control, 320 South Canal Street, 14W, Chicago,
Illinois 60606, or at such other address as Bank may
specify in writing.

Any notice or communication to Bank will be effective when it is actually received, and Bank has had a reasonable time to act on it. Bank is entitled to rely on any written notice or other communication that Bank believes in good faith to be genuine and to have been signed, sent, or authorized by Client’s authorized representative. Bank is permitted, at its sole discretion, to act on email notices from Client sent to [email protected] or otherwise, although Bank shall be under no obligation to do so. Bank reserves the right to give notices and communications to Client in such form or medium as Bank considers reasonable and by such means as are
permitted by Applicable Law.

12. Amendments.

Bank may amend this Master Agreement or the fees and
charges applicable to a particular Service by written notice sent to Client in accordance with Section 11, above. Except

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as specifically provided in the Service Documentation for any Service, any amendment to this Master Agreement (including changes in fees and charges) will be effective thirty (30) days after notice of the amendment is sent to Client. This paragraph does not apply to the changes and updates described in
Section 2 of this Master Agreement under “Service Changes”.

13. Representations and Warranties; Agreement to
Provide Information.
(a) Representations and Warranties of Client. In addition to any other representations and warranties herein or in the Service Documentation, Client represents and warrants
to Bank, and agrees with Bank, that:
(i) its execution, delivery, and performance of this
Master Agreement has been duly and properly
authorized by all necessary corporate or other
organizational action and governmental action and
does not violate any provision of law, its certificate or articles of incorporation, by-laws or other
organizational agreement, or any material agreement
binding upon it;
(ii) the person or persons signing this Master Agreement on its behalf are authorized to do so;
(iii) this Master Agreement is its valid, legal and binding obligation enforceable against it in accordance with
its terms; and
(iv) the establishment and maintenance of the Accounts
with Bank and Client’s use of the Services are for
legitimate business purposes only and comply fully
with Applicable Law.
(b) Representations and Warranties of Bank. Bank
represents and warrants to Client, and agrees with Client that:
(i) its execution, delivery, and performance of this
Master Agreement has been duly and properly
authorized by all necessary corporate or other
organizational action and governmental action and
does not violate any provision of law, its charter or
by-laws or other organizational agreement, or any
material agreement binding on it;
(ii) the person or persons signing this Master Agreement on its behalf are authorized to do so; and
(iii) this Master Agreement is its valid, legal, and binding obligation enforceable against it in accordance with
its terms.

EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE IN

THIS MASTER AGREEMENT OR IN ANY SERVICE

DOCUMENTATION, BANK MAKES NO OTHER

REPRESENTATIONS OR WARRANTIES, EITHER

EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT
TO ANY SERVICE OR BANK’S PERFORMANCE OF

THE SERVICES, INCLUDING, WITHOUT LIMITATION,

THOSE OF MERCHANT-ABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. NO DESCRIPTIONS OR

SPECIFICATIONS CONSTITUTE REPRESENTATIONS
OR WARRANTIES OF ANY KIND.
(c) Agreement to Provide Information. Client agrees that Client shall promptly furnish to Bank such information
respecting Client’s business and financial condition, in such form and manner, as Bank may reasonably request
from time to time. Client represents and warrants to Bank that all such information is true, complete, and correct in all material respects.

14. Affiliates.

If Client has one or more Affiliates, Bank may upon request provide one or more Services to that Affiliate under this Master Agreement. If Bank agrees to allow an Affiliate to access a Service under this Master Agreement, the Affiliate and Client must execute and deliver to Bank an addendum to this Master Agreement or other appropriate documentation required by Bank. Any such Affiliate using Services becomes a party to this Master Agreement, the relevant Service Selection Form and Service Documentation on a joint-and-several basis as “Client”.

15. Other Provisions.
(a) This Master Agreement and the Service Documentation constituting a part of this Master Agreement together with the Account Agreement constitute the entire agreement
between Client and Bank with respect to the Services and supersedes and replaces any previously made proposals,
representations, warranties or agreements, express or
implied, either oral or in writing.
(b) Client may not assign this Master Agreement or any of Client’s rights hereunder without Bank’s prior written
consent. Bank may not assign this Master Agreement
without Client’s prior written consent, except that Bank may assign this Master Agreement, in whole or in part,
without such consent to any of Bank’s Affiliates or in
connection with the merger, consolidation, reorganization or acquisition of substantially all the assets of Bank. Any purported assignment of this Master Agreement by Client without Bank’s written consent is void.
(c) No party’s failure or delay in exercising any right or remedy under this Master Agreement will operate as a
waiver of such right or remedy; and no single or partial exercise by a party of any right or remedy under this
Master Agreement will preclude any additional or further exercise of such right or remedy or the exercise of any other right.
(d) If a provision of this Master Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the other provisions of this Master
Agreement will not be affected or impaired by such
holding.
(e) This Master Agreement is binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Except as explicitly provided
herein, this Master Agreement is not for the benefit of any other person and no other person shall have any right
against Client or Bank hereunder.
(f) Where appropriate, terms defined in this Master
Agreement in the singular shall be deemed to include the

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plural and those defined in the plural shall be deemed to include the singular.
(g) This Master Agreement may be executed in multiple
counterparts with the same effect as if Client and Bank had executed the same document, and all counterparts
must be construed together as one instrument. Delivery
of an executed counterpart by facsimile or other electronic means is effective as delivery of a manually signed
counterpart.
(h) This Master Agreement is governed by and must be
construed in accordance with the laws of the State of
Illinois, including the Uniform Commercial Code as in
effect in the State of Illinois from time to time (the “UCC").

The parties acknowledge that certain provisions of the
UCC contain provisions which by the express terms of the UCC may not be varied by agreement of the parties (a
"Non-variable Obligation"). To the extent that any
provision of this Master Agreement purports to vary such Non-variable Obligation, the parties acknowledge that
their respective rights and obligations under this Master Agreement are subject to the Non-variable Obligation.

16. Claims Subject to Arbitration.

Bank and Client agree to arbitrate all disputes or claims between them arising out of or relating in any way to the Services, this Master Agreement, any applicable Service Descriptions, any other agreement related to the Services, or any transactions arising hereunder or thereunder, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. This arbitration provision is intended to be broadly interpreted and to cover, without limitation, any claims that arose before the effective date of this Master Agreement or any prior services agreement (including, but not limited to, claims relating to advertising, promotions, or disclosures) and any claims that may arise after the termination of this Master Agreement. This arbitration provision will survive the
termination of the Services and/or this Master Agreement.

This Master Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1 et. seq., governs the interpretation and enforcement of this provision. An American Arbitration Association (“AAA”)
arbitrator will decide the substance of all Claims in accordance with all Applicable Law, including recognized principles of equity and statutes of limitations, and will honor all claims of privilege recognized by law.

Unless both Client and Bank agree otherwise, each party must bring all related or similar Claims in a single arbitration proceeding. If Client or Bank later initiates a subsequent arbitration asserting Claims that are related or similar to ones that were raised by such party in an earlier-filed arbitration, the AAA or the arbitrator will either: (i) consolidate the subsequent arbitration with the earlier proceeding if it is ongoing or (ii) dismiss the subsequent arbitration if it raises Claims that would be barred by Applicable Law if brought in court.
(a) Notice of Dispute and Arbitration Procedures. A party who intends to pursue a Claim must first send to the other a letter describing the Claim and containing the information described below (a “Notice of Dispute”). Any Notice of
Dispute sent to Bank should be addressed to:

BMO Bank N.A.

Documentation Analysis and Control
320 South Canal Street, Floor 14W
Chicago, IL 60606
Any Notice of Dispute sent to Client by Bank will be sent to the address in Bank’s records that is associated with Client’s Account at the time the Notice of Dispute is sent.

The Notice of Dispute must (a) describe the nature and
basis of the Claim; (b) set forth the specific relief sought; (c) set forth the name and address of the claimant; and (d) include the Services and/or the provision of the
applicable agreement to which the Claim relates. If Bank and Client do not reach an agreement to resolve the
Claim described in the Notice of Dispute within forty-five (45) days after the Notice of Dispute is received, Client or Bank may commence an arbitration proceeding with the
AAA. If Client or Bank attempts to commence arbitration proceedings before providing the requisite Notice of
Dispute, the other party may inform the AAA of this
agreement and direct it to refrain from commencing
administration of arbitration proceedings until the
requisite time period for notice has passed. Neither Client nor Bank will disclose to the arbitrator the existence, amount, or terms of any settlement offers made by either party until after the arbitrator issues a final award
resolving the Claim.

The arbitration will be governed by the AAA’s Commercial Dispute Resolution Procedures, as amended from time to
time (the “AAA Rules”) as modified by this Agreement,
and will be administered by the AAA.

The arbitrator is bound by the terms of this Master
Agreement. All issues are for the arbitrator to decide, except those issues relating to the arbitrability of Claims or the scope, and enforceability of this arbitration
provision, including the interpretation of the prohibition of class and representative actions and non-individualized relief, are for the court to decide. The right to a hearing will be determined by the AAA Rules. Any in-person
arbitration hearing will take place in Chicago, Illinois.

Regardless of the manner in which the arbitration is
conducted, the arbitrator, upon the request of either party made prior to the closing of the hearing (or, if there is no oral hearing, prior to or along with submission of final documents to the AAA), will issue a reasoned written
decision sufficient to explain the essential findings and conclusions on which the award, if any, is based. Unless otherwise agreed by Client and Bank, any award will be
rendered by the arbitrator not later than fourteen (14) days from the date of the closing of the hearing or, if there is no oral hearing, from the date of the AAA’s transmittal of the final statements and proofs to the arbitrator in accordance with the AAA Rules.
(b) Prohibition of Class and Representative Actions and NonIndividualized Relief. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim; any injunctive relief must be individualized in nature and cannot affect individuals other than the claimant. CLIENT AND BANK AGREE

THAT EACH MAY BRING CLAIMS AGAINST THE
OTHER ONLY IN CLIENT’S OR BANK’S INDIVIDUAL

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CAPACITY AND NOT AS A PLAINTIFF OR CLASS

MEMBER IN ANY PURPORTED CLASS OR

REPRESENTATIVE PROCEEDING, OR AS A PRIVATE

ATTORNEY GENERAL OR ON BEHALF OF THE
GENERAL PUBLIC. Further, unless both Client and Bank
agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside
over any form of a representative or class proceeding. If a court decides that any part of this arbitration provision (other than the prohibition of class or representative
actions and/or consolidation) is invalid or unenforceable, the other parts of this arbitration provision will still apply.

However, if a court decides that this paragraph’s
prohibition of class or representative actions and/or
consolidation is invalid or unenforceable, then the entirety of this arbitration provision will be null and void.
(c) Access to Government Agencies. This arbitration
provision does not preclude Client from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against Bank on Client’s behalf.
(d) Other Remedies. This arbitration provision and the
exercise of any of the rights Client and Bank have under this provision will not prohibit Client or Bank from
exercising any lawful rights either Client or Bank have to use other remedies available to preserve, foreclose or
obtain possession of real or personal property or exercise self-help remedies, including set-off rights as described in this Master Agreement.
[Remainder of page intentionally blank]

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By signing below, Client and Bank agree to the terms and conditions set forth in this Treasury Services Master Agreement, effective as of the date set forth in the space provided under Bank’s signature below.

* Provide second signature if required by Account Resolutions or other authorizing documents accepted by Bank.

X _________________________________ X ______________________________ By: By:

Title: Title:

Tax Identification Number:

BMO BANK N.A.

X _________________________________
Title: Authorized Individual
Dated________________________, ______

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SERVICE SELECTION FORM
This Service Selection Form (“Service Selection Form”) is a part of the Treasury Services Master Agreement (as amended from time to time “Master Agreement”) between (“Client”) and BMO Bank N.A. (“Bank”). Capitalized terms used but not defined in this Service Selection Form have the meanings given in the Master Agreement.

Service Selections.

Client hereby elects to receive and requests from Bank the Services identified below in this Service Selection Form. Bank will provide to Client the Service(s) selected by Client upon Bank’s acceptance and approval of this Service Selection Form and the completion of any required setup process.

Representations and Warranties.

In addition to the terms and conditions included in the Master Agreement:
(a) Client represents and warrants to Bank that Client has received and read the Service Documentation for the Services Client selects and Client agrees to be bound by all terms, conditions and procedures included in the Master Agreement, this Service Selection Form, and all applicable Service Documentation. (b) The person executing this Service Selection Form on Client’s behalf certifies to Bank that he or she is an Authorized Individual, and/or is otherwise authorized to act on Client’s behalf, as provided in Client’s authorizing documents, with full power and authority to execute this Service Selection Form on Client’s behalf.

Designated Personnel.

Client acknowledges and agrees that when Client specifies to Bank a person as a Corporate Administrator, Designated Contact, or otherwise, that person has the requisite authority to perform the duties of the position as described in the Master Agreement and/or the relevant Service Documentation on Client’s behalf.

Changes.

If Client wishes to change any of the features or service options for a Service already selected, including changing designated personnel for a particular Service, Client may do so by having an Authorized Individual complete and execute a setup form provided by Bank, or some other form acceptable to Bank. If Client chooses to communicate a change to Bank by any other means, Bank is entitled (but not obligated) to rely on the change communicated to Bank if Bank in good faith believe it was communicated to Bank by someone authorized to do so on Client’s behalf.

Additional Services.

If Client wishes to add a Service, Client must complete a new Service Selection Form for the additional Service and any other setup documentation Bank may require.

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SERVICES SELECTED:

By signing below, Client selects the Services indicated above and certifies that Client has received, read and agree to the terms and conditions of the Service Documentation for the selected Services:

X
* Provide second signature if required by Account
Resolutions or other authorizing documents accepted by
Bank.

X
Name:

Title: Name:

Title:

Account Validation Service Foreign Exchange Service
ACH Fraud Control Service Liquidity Portal Service
ACH Origination Service Loan Pay and Drawdown Service
ACH Third Party Servicer/Sender Lockbox Distributed Capture Service Application Programming Interfaces (API) Multicurrency Deposit Account Service Autoconnect Service National Retail Lockbox Service
BMO Sync National Wholesale Lockbox Service
Check Debit Block Service Online Banking for Business Service Check Imaging Service Online Billpay Consolidator Service Cash Vault Service Online Billpay Service
Comprehensive Payables/EDI Origination Service Payments with Zelle Service Comprehensive Payables Service (One or More Pay
Types)
Positive Pay Service
Comprehensive Receivables/EDI Collections Service Real Time Payment Services Controlled Disbursement Service Regional Lockbox Service (Basic Wholesale, Wholesale, Hybrid and Retail Lockbox)
Convenience Pay Service Remote Deposit Service
Corporate Image Cash Letter Service Reverse Positive Pay Service Commercial Sweep to Loan Service Safekeeping Service
Commercial Sweep to Loan and Mutual Fund
Service
Sweep to Corporate Money Market
Commercial Sweep to Mutual Fund Service Tax Payment Service Correspondent Image Cash Letter Service V-PAYO Service
DirectBiller / DirectPay Manager Service Wire Transfer Service File Transfer Facility Service
BMO BANK N.A.

X
Its: Authorized Individual
Accepted on________________________, ______

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CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 13
Meeting: July 7, 2026
Title: Miscellaneous Concrete Repair Project – Grid 8 – Project No. P2701 – Award of Contract to Nieves General Engineering, Inc. for an Amount of $252,323.75 Presented by: Rafael M. Fajardo, Director of Public Works/City Engineer Recommendation: 1. Approve plans and specifications for the Miscellaneous Concrete Repair Project – Grid 8 – Project No. P2701;

2. Award a contract for the Miscellaneous Concrete Repair Project to Nieves General Engineering, Inc. as the lowest responsive and responsible bidder in the amount of $252,323.75 and authorize the City Manager to execute the contract;

3. Authorize a contingency amount of $25,000 for any unforeseen construction expenses;

4. Award a Professional Services Agreement (PSA) to CEJ Engineers, Inc. for Construction Management & Inspection Services for an amount not-to-exceed $50,000 and authorize the City Manager to execute the agreement; and

5. Adopt Resolution CC 2026-65 appropriating $78,000 from available Measure M Fund – Fund Balance for use towards the project.

EXECUTIVE SUMMARY/BACKGROUND:

As part of the City’s Fiscal Year 2026-27 Capital Improvement Program, the City Council approved the Miscellaneous Concrete Repair Project – Grid 8 – Project No. P2701. The project consists of removing and replacing approximately 11,000 square feet of sidewalk, 411 linear feet of curb and gutter, 5,103 square feet of driveway approaches, and other appurtenances.

Following a public bidding process, it has been determined that the lowest responsive and responsible bidder for the project was Nieves General Engineering, Inc. As such, it is recommended that a contract (Attachment A) be awarded for the Miscellaneous Concrete Repair Project – Grid 8 – Project No. P2701 to Nieves General Engineering, Inc. as the lowest responsive and responsible bidder in the amount of $252,323.75 and authorize the City Manager to execute the contract. Construction improvements are expected to commence in August 2026.

DISCUSSION:

A Notice Inviting Bids was published in the San Gabriel Valley Examiner on Thursday, May 28, 2026 and Thursday, June 4, 2026. Sealed bids were accepted in the Office of the City Clerk until 10:00 am on Tuesday, June 9, 2026. Beginning at 10:00 a.m. on June 9, 2026, the City Clerk publicly opened three (3) sealed bids with the following results:

Rank Bidder Location
Base Bid Amount
plus Alternate Bid
Item #1
1 Nieves General Engineering, Inc. Santa Ana, CA $252,323.75 2 CJ Concrete Construction, Inc. Santa Fe Springs, CA $310,869.00 3 Siterep Construction Services, Inc. San Dimas, CA $344,411.00

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City staff has reviewed all bid documents for compliance and has evaluated the contractor’s professional background and recently completed projects for competency. As a result, City staff recommends the award of contract to the lowest responsive and responsible bidder, Nieves General Engineering, Inc., given that this firm has completed similar construction projects for several public agencies in Southern California including the cities of Mission Viejo and Fullerton, as well as the Corona-Norco Unified School District.

FISCAL IMPACT:

The Miscellaneous Concrete Repair Project – Grid 8 – Project No. P2701 was included the adopted Fiscal Year 2026-27 Capital Improvement Program (CIP), and funding is requested to be appropriated into the FY 2026-27 Capital Improvement Program Budget. Resolution CC 2026-65 will appropriate the approved amounts from Proposition A and Measure R funds per the CIP, as well as, appropriate additional Measure M funds to supplement anticipated project costs of $327,323.75 as follows:

Source of Project
Funds
Amount Account Council Appropriation
Action
Proposition A $50,000 24002200-55250-P2701 Resolution CC 2026-XX Measure R $200,000 24102200-55250-P2701 Resolution CC 2026-XX Measure M $78,000 24202200-55250-P2701 Resolution CC 2026-XX Grand Total $328,000
The revised total project funding amount will be $328,000.

Proposed Project Expenses
Description Amount
Contract Base Bid + Alternate Bid Item #1 - (Nieves General Engineering, Inc.)
$252,323.75
Contingency Allowance $25,000
Subtotal $277,323.75
Construction Management & Inspection Services (CEJ Engineers, Inc.) $50,000 Total Project Cost $327,323.75
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

This project has been determined to be categorically exempt under CEQA in accordance with Title 14, Chapter 3, Class 1, Sections 15301 and 15302. This exemption includes the minor alteration of existing public facilities involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. The project involves negligible or no expansion of an existing use.

Respectfully submitted,

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CONTRACT

CITY OF COVINA CONTRACT FOR
MISCELLANEOUS CONCRETE REPAIR PROJECT – GRID 8 -
PROJECT NO. P2701
THIS CONTRACT (“Contract”) is made and entered this 7
th day of July, 2026 (“Effective Date”),
by and between the CITY OF COVINA, a California municipal corporation (“City”) and Nieves General Engineering, Inc a California corporation (“Contractor”). Contractor’s California State Contractor’s license number is 1127043; Class A. Contractor’s DIR registration number is 2000010864.

In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Contract Documents. The Contract Documents consist of this Contract, the Notice Inviting Bids, Instructions to Bidders, Bid (including documentation accompanying the Bid and any postBid documentation submitted before the Notice of Award), the Bonds, permits from regulatory agencies with jurisdiction, General Provisions, Special Provisions, Plans, Standard Plans, Standard Specifications, Reference Specifications, Addenda, Change Orders, and Supplemental Agreements. The Contract Documents are attached hereto and incorporated herein by reference.

In the event of any conflict between the terms of this Contract and any incorporated documents, the terms of this Contract shall control.

2. Scope of Services. Contractor shall perform the Work in a good and workmanlike manner for the project identified as Miscellaneous Concrete Repair Project – Grid 8 – Project No. P2701 (“Project”), as described in this Contract and in the Contract Documents.

3. Compensation. In consideration of the services rendered hereunder, City shall pay Contractor an amount not to exceed Two Hundred and Fifty Two Thousand Three Hundred and Twenty Three Dollars and Seventy Five Cents ($252,323.75) in accordance with the prices as submitted in the Bid, attached hereto as Exhibit “A” and incorporated herein by this reference.

4. Incorporation by Reference. All of the following documents are attached hereto and incorporated herein by this reference: Workers’ Compensation Certificate of Insurance, Additional Insured Endorsement (Comprehensive General Liability), Additional Insured Endorsement (Automobile Liability), and Additional Insured Endorsement (Excess Liability).

5. Antitrust Claims. In entering into this Contract, Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. § 15) or under the Cartwright Act (Cal. Bus. & Prof. Code, § 16700 et seq.) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time City tenders final payment to Contractor without further acknowledgment by the parties.

6. Prevailing Wages. City and Contractor acknowledge that the Project is a public work to which prevailing wages apply.

7. Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, by signing this Contract, ATTACHMENT A Page 323 of 760
the Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Contract.”

8. Trenches and Other Excavations. If this Project involves the digging trenches or other excavations that will extend deeper than four (4) feet below the surface, Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) subsurface or latent physical conditions at the site differing from those indicated by information about the site made available to proposers prior to the deadline for submitting proposals; and (3) unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract.

9. Titles. The titles used in this Contract are for convenience only and shall in no way define, limit or describe the scope or intent of this Contract or any part of it.

10. Authority. Any person executing this Contract on behalf of Contractor warrants and represents that he or she has the authority to execute this Contract on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations hereunder.

11. Entire Agreement. This Contract, including the Contract Documents and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between City and Contractor. This Contract supersedes all prior oral or written negotiations, representations or agreements. This Contract may not be modified or amended, nor any provision or breach waived, except in a writing signed by both parties that expressly refers to this Contract.

12. Counterparts. This Contract may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes.

IN WITNESS WHEREOF, the parties hereto have executed the Contract the day and year first above written.
[SIGNATURE PAGE FOLLOWS]

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CITY OF COVINA
By:

City Manager
ATTEST:

By:

Chief Deputy City Clerk
Dated:
(“CONTRACTOR”)
By:

Printed Name:

Title:

By:

Printed Name:

Title:

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EXHIBIT A

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EXHIBIT B

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Covina (“City”), has awarded to
(“Principal”)
(Name and address of Contractor)
a contract (the “Contract”) for the Work described as follows:

MISCELLANEOUS CONCRETE REPAIR PROJECT – GRID 8 – PROJECT NO. P2701 (Project Description/ Name)
WHEREAS, Principal is required under the terms of the Contract to furnish a Bond for the faithful performance of the Contract.

NOW, THEREFORE, we, the undersigned Principal, and

(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City in the penal sum of
Dollars ($ ), this
amount being not less than the total Contract Price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors executors and administrators, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Contract and any alteration thereof made as therein provided, on the Principal’s part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Surety hereby waives any statute of limitations as it applies to an action on this Bond.

The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or of the Work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations under this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the specifications.

Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto.

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IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

Dated:
“Principal”
By:

Its
By:

Its
(Seal)
“Surety”
By:

Its
By:

Its
(Seal)
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. IF CONTRACTOR IS A PARTNERSHIP, ALL PARTNERS MUST EXECUTE BOND. DATE OF BOND MUST NOT BE PRIOR TO DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.

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EXHIBIT C

PAYMENT BOND
(LABOR AND MATERIALS)
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Covina (“City”), has awarded to
(“Principal”)
(Name and address of Contractor)
a contract (the “Contract”) for the Work described as follows:

MISCELLANEOUS CONCRETE REPAIR PROJECT – GRID 8 – PROJECT NO. P2701 (Project Description/Name)
WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of the Work, to file a good and sufficient payment Bond with the City to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code.

NOW, THEREFORE, we, the undersigned Principal, and
(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of Dollars ($
), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Bond.

Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect.

The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the

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terms of the Contract or the Specifications accompanying the same shall in any manner affect its obligations on this Bond, and it does hereby waive notice of any such change, extension, alteration or addition.

Dated:
“Principal”
By:

Its
By:

Its
(Seal)
“Surety”
By:

Its
By:

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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated July 7, 2026 (“Effective Date”) and is between the City of Covina, a California municipal corporation (“City”) and CEJ Engineers, Inc., a California corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City desires to utilize the services of Consultant as an independent contractor to provide Construction Management and Inspection Services for the Miscellaneous Concrete Repair Project – Grid 8 - Project – Project No. P2701.

B. Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

C. City desires to retain Consultant and Consultant desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.

The parties therefore agree as follows:

1. Term of Agreement. The term of this Agreement shall be from the Effective Date through June 30, 2027, unless sooner terminated as provided in Section 14 of this Agreement.

2. Compensation.

A. Compensation. As full compensation for Consultant’s services provided under this Agreement, City shall pay Consultant a sum not to exceed Fifty Thousand Dollars ($50,000) (the “maximum compensation”), based on the hourly rates set forth in the Approved Fee Schedule, attached hereto as Exhibit A. Any terms in Exhibit A, other than the payment rates and schedule of payment, are null and void.

B. Expenses. The amount set forth in paragraph A shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement.

C. Additional Services. City shall not allow any claims for additional services performed by Consultant, unless the City Council and the Consultant Representative authorize the additional services in writing prior to Consultant’s performance of the additional services or incurrence of additional expenses. Any additional services or expenses authorized by the City Council shall be compensated at the rates set forth in Exhibit A, or, if not specified, at a rate mutually agreed to by the parties. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.

3. Consultant’s Services.

A. Scope of Services. Consultant shall perform the services described in the Scope of Services, attached as Exhibit A. City may request, in writing, changes in the scope of services to be performed. Any changes mutually agreed upon by the parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.

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B. Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Consultant Representative shall be Joaquin Cervantes, Principal (the “Consultant Representative”). The Consultant Representative shall directly manage Consultant’s services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.

C. Time for Performance. Consultant shall commence the services on the Effective Date and shall perform all services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.

D. Standard of Performance. Consultant shall perform all services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

E. Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the services required under this Agreement. All of the services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant shall determine the means, methods, and details by which Consultant’s personnel will perform the services under this Agreement. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and compliance with the customary professional standards.

F. Compliance with Laws. The Consultant shall keep itself informed of all local, state and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City and its agents shall not be liable at law or in equity occasioned by failure of the Consultant to comply with G. Permits and Licenses. Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

4. Method of Payment.

A. Invoices. Consultant shall submit to City an invoice, on a monthly basis or less frequently, for actual services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period, hourly rates charged, if applicable, and the amount due. If City disputes any of Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice.

B. Payment. City shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth in Section 2 of this Agreement. City shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Consultant. For all reimbursements authorized by this Agreement, Consultant shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Administrative Services Director.

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C. Audit of Records. Consultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this agreement available during Consultant’s regular working hours to City for review and audit by City.

5. Ownership of Documents. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed (“written products”) pursuant to this Agreement shall become the sole property of the City without restriction or limitation upon its use and may be used, reused, disseminated or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. Consultant may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Consultant.

6. Independent Contractor.

A. Consultant is, and shall at all times remain as to City, a wholly independent contractor and not an employee of City. The personnel performing the services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant and Consultant’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Consultant’s personnel. Consultant’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the services under this Agreement. Consultant shall acquire and maintain, at its sole cost and expense, such vehicles, equipment, and supplies as Consultant’s personnel require to perform any of the services required by this Agreement. Consultant shall perform the services off of City premises at locations of Consultant’s choice, except as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant’s performance of the services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform the services.

City may make a computer available to Consultant from time to time for Consultant’s personnel to obtain information about or to check on the status of projects pertaining to the services under this Agreement.

B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with their performance of the services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such

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additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, state, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including, but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

C. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s personnel practices. or to the extent arising from, caused by, or relating to the violation of any of the provisions of this Section

6. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.

7. PERS Compliance and Indemnification.

A. General Requirements. The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform the services under this Agreement, Consultant shall assure compliance with the Public Employees’ Retirement Law, commencing at Government Code Section 20000, the regulations of PERS, and the Public Employees’ Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations.

B. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify, and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s violation of any provisions of this Section 7. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.

8. Confidentiality. All data, documents, discussion, or other information (collectively “data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential. Consultant shall keep all data confidential and shall not disclose any data to any person or entity without City’s prior written consent. City shall grant such consent if

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disclosure is legally required. Consultant shall return all data to City upon the expiration or termination of this Agreement. Consultant’s covenant under this Section 8 shall survive the expiration or termination of this Agreement.

9. Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s services under this Agreement, including the Political Reform Act (Gov.

Code, § 81000 et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section 9 into any subcontract that Consultant executes in connection with the performance of this Agreement.

10. Indemnification.

A. Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify and hold harmless City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals, and all costs associated therewith, and reimbursement of attorney’s fees and costs of defense (collectively “Liabilities”), whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, agents, servants, employees, subcontractors, material men, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a “design professional,” as the term is defined under California Civil Code Section 2782.8(c)(2).

B. Other Indemnities.
1) Other than in the performance of design professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Claims”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claim with counsel of the

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Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.
2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and 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. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws.

City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Subparagraph B. 2). 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 10 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties.

C. Workers’ Compensation Acts not Limiting. Consultant’s obligations under this Section 10, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

D. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provisions in this Section 10 shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liability, Claim, tax, assessment, penalty or interest asserted against City.

E. Survival of Terms. The indemnification in this Section 10 shall survive the expiration or termination of this Agreement.

11. Insurance.

A. Minimum Scope and Limits of Insurance. Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:

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1) Commercial General Liability Insurance with a minimum limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of Four Million Dollars ($4,000,000) per project or location.

If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of Two Million Dollars ($2,000,000) per accident for bodily injury and property damage. If Consultant does not use any owned, non-owned or hired vehicles in the performance of services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under Subparagraph A. 1) of this Section 11. 3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If Consultant has no employees while performing services under this Agreement, workers’ compensation policy is not required, but Consultant shall provide an executed declaration that it has no employees. 4) Professional Liability Insurance with minimum limits of Two Million Dollars ($2,000,000) per claim and in aggregate.

B. Acceptability of Insurers. The insurance policies required under this Section 11 shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self-insurance shall not be considered to comply with the insurance requirements under this Section 11.

C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming the City, its officers, employees, agents and volunteers as additional insureds.

D. Primary and Non-Contributing. The insurance policies required under this Section 11 shall apply on a primary non-contributing basis in relation to any other insurance or selfinsurance available to City. Any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.

E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section 11 shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.

F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be approved by City. At City’s option, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.

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G. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11 during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail thirty (30) calendar days’ prior written notice to City. If any insurance policy required under this Section 11 is canceled or reduced in coverage or limits, Consultant shall, within two (2) business days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.

H. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section 11 in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section 11, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.

I. Evidence of Insurance. Prior to the performance of services under this Agreement, Consultant shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section 11. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City’s Risk Manager. Consultant shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two (2) weeks prior to the expiration of the coverages.

J. Indemnity Requirements not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 10 of this Agreement.

K. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section 11.

12. Mutual Cooperation.

A. City’s Cooperation. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for Consultant’s proper performance of the services required under this Agreement.

B. Consultant’s Cooperation. In the event any claim or action is brought against the City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.

13. Records and Inspections. Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of five (5) years. Consultant shall, without

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charge, provide City with access to the records during normal business hours. City may examine and audit the records and make transcripts therefrom, and inspect all program data, documents, proceedings and activities.

14. Termination or Suspension of Agreement.

A. Right to Terminate or Suspend. City may terminate or suspend this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least seven (7) calendar days before the termination or suspension is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least sixty (60) calendar days before the termination is to be effective.

B. Obligations upon Termination. Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.

15. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.

16. Notices. Any notices, consents, requests, demands, bills, invoices, reports or other communications which either party may desire to give to the other party under this Agreement must be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by reputable document delivery service or courier service during Consultant’s and City's regular business hours, or (c) five business days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the party to be notified as set forth below:

If to City: If to Consultant:

Attn: Public Works, Engineering Attn: Joaquin Cervantes City of Covina CEJ Engineers, Inc
125 E. College Street 18800 Amar Rd., Suite B13
Covina, California 91723 Walnut, CA 91789

17. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law.

Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry,

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age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

18. Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Consultant from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section 18 shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section 18, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

19. No Third-Party Beneficiaries Intended. Except as otherwise provided in Section 10, this Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

20. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.

21. Exhibits. Exhibits A and B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, the provisions of this Agreement shall control.

22. Entire Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agreement.

23. Amendment of Agreement. This Agreement may be amended only by a writing signed by both parties. The City Manager is authorized to sign an amendment to this Agreement on the City Council’s behalf and without the City Council’s prior approval to make the following nonsubstantive modifications to the Agreement: (a) name changes; (b) extensions of time; (c) nonmonetary changes in the scope of work; and (d) termination of the Agreement.

24. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the parties to this Agreement.

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25. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.

26. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

27. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a municipal, superior or federal court with geographic jurisdiction over the City of Covina.

28. Attorneys’ Fees. In any litigation or other proceeding by which on party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be shall be awarded reasonable attorneys’ fees together with any costs and expenses, to resolve the dispute and to enforce the final judgment.

29. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.

30. Authority to Execute Agreement. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
[SIGNATURE PAGE FOLLOWS]

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The parties, through their duly authorized representatives, are signing this Agreement on the date stated in the introductory clause.

City:

City of Covina,
a California municipal corporation
By:

Name:

Title:

ATTEST:

By:

Name: Fabian Velez
Title: Chief Deputy City Clerk
Consultant:

CEJ Engineers, Inc
a California corporation
By:

Name: Joaquin Cervantes
Title: President
By:

Name: Joaquin Cervantes
Title: Vice President
(Two signatures of corporate officers required
for corporations under Corporations Code
Section 313, unless corporate documents
authorize only one person to sign this
Agreement on behalf of the corporation.)

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EXHIBIT A

APPROVED FEE SCHEDULE/SCOPE OF SERVICES

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Engineers ● Surveyors ● Planners
18800 Amar Rd. Suite B13, Walnut CA., 91789 / 626-667-8675 June 9, 2026

CITY OF COVINA
Rafael Fajardo, P.E
City Engineer/Public Works Director
125 East College Street
Covina, CA 91723
SUBJECT: CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR MISCELLANEOUS CONCRETE IMPROVEMENTS GRID 8_ P2701
Dear Mr. Fajardo,
CEJ Engineers is pleased to have the opportunity to submit this proposal for professional engineering services related to the City’s Project. CEJ Engineers specializes in street improvement and public works projects. Our staff has extensive experience in preparing street construction plans, drainage studies, utility coordination, and preparing PS&E for various projects in accordance with local and regional standards and policies.

Our key personnel have more than 30 years of experience in working and communicating with a wide spectrum of relevant public agencies throughout Orange County and Los Angeles County. CEJ’s personnel have provided professional consulting services to cities, special districts, and other governmental agencies within Southern California and Caltrans. CEJ is dedicated to professional quality and technical excellence through a proactive QA/QC program.

The CEJ team will provide services for the aspects required for this project as per the scope of work.

The following Exhibits are enclosed:
 Exhibit A – Scope of work
We believe the CEJ Team provides the right combination of experienced staff, project understanding, and local knowledge to successfully assist the City of Covina with Inspections and Engineering Services. Please feel free to contact us to discuss any aspects of this proposal or to arrange for an interview at (626) 667-8675 or at [email protected].

Respectfully Submitted,
Joaquin Cervantes, P.E.

Principal
CEJ Engineers, Inc.
18800 Amar Rd., Suite B13
Walnut CA 91789

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MISCELLANEOUS CONCRETE IMPROVEMENTS GRID 8_ P2701
Pg. 2
Exhibit A

SCOPE OF WORK
CEJ will provide Project management and Inspection services for the paving project as indicated on Contract documents to commence on or about July 2026. Scope of project: Miscellaneous concrete improvements. The major tasks include the following:

Perform Quality Assurance monitoring, Daily Inspections, and surveillance of the Construction Contractors activities to assure compliance with the design criteria and requirements and the Construction Contractors Project Plans.

1. Review construction document transmittals, i.e. shop drawings, Requests for Information, Requests for Change Orders, etc., submitted by the Construction Contractors prior to incorporation into the work;

2. Attend regular progress review meetings with the Construction Contractors to ascertain job progress and identify and resolve problems;

3. Respond to all of the Construction Contractors' Requests for Information;

4. Maintain shop drawings logs, tracking the date submitted by the Construction Contractors, date returned to the Construction Contractors.

5. Process plans and shop drawings submittals in a timely manner and stamp acceptable documents “Released For Construction”.

6. Maintain Request for Information Logs and Request for Change Order Logs, tracking the data submitted by the Construction Contractors and date returned to the Construction Contractors;

7. Respond to every notice of potential claim received from the Construction Contractors and take all steps necessary to mitigate delays and damages;

8. Analyze all of the Construction Contractors' claims and make recommendations for possible resolutions;

9. Maintain an accurate and current record of daily construction progress. Such record shall include daily reports, Resident Engineer's diary, use of photographs, minutes of all meetings and correspondence files;

10. Collect all Quality Assurance records including As-Built drawings, test reports, As-Built drawings (final revisions) shall be supplied by the Construction Contractors based on the as built conditions.

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MISCELLANEOUS CONCRETE IMPROVEMENTS GRID 8_ P2701
Pg. 3
Exhibit B
Proposed Fee
Proposed Lump sum fee to not exceed $50,000.00
CLIENT: City of Covina CEJ Engineers Inc
PROJ: Miscellaneous Concrete Improvements Grid 8
JOB NO: SUMMARY PROPOSAL FEE
DATE: 06/09/26
LABOR Task 1 CONSTRUCTION OVERSIGHT
Class Position/Name Subtotal
B Construction Manager $5,000
Subtotal $5,000
LABOR Task 2 INSPECTION SERVICES
B Senior Public Works Observer $45,000
Subtotal $45,000
Note:

Time Estimation based on a 30-DAY Project Schedule

PROPOSED FEE
PROPOSED FEE: $50,000
Proposal By / Project Manager: Joaquin Cervantes, P.E

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EXHIBIT B

CALIFORNIA LABOR CODE COMPLIANCE
(Labor Code §§ 1720 et seq., 1813, 1860, 1861, 3700)
If this Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code, then:

1. This Agreement is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency (“City”) and Consultant agrees to be bound by all the provisions thereof as though set forth in full herein.

2. Consultant shall be registered with the Department of Industrial Relations (“DIR”) in accordance with California Labor Code Section 1725.5 and has provided proof of registration to City prior to the Effective Date of this Agreement.

3. Consultant shall comply with the provisions of California Labor Code Sections 1771, 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The applicable prevailing wage determination(s) may be obtained at (http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm), are on file with City, and are available to any interested party upon request. Consultant shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under this Agreement by Consultant or by any subcontractor.

4. Pursuant to California Labor Code Section 1771.4, Consultant’s services are subject to compliance monitoring and enforcement by the Department of Industrial Relations.

Consultant shall post job site notices as prescribed by DIR regulations and agrees to furnish the records specified in California Labor Code Section 1776 directly to the Labor Commissioner in the manner prescribed by California Labor Code Section 1771.4(a)(3) and (c)(2).

5. Consultant shall comply with the provisions of California Labor Code Section 1776 which, among other things, require Consultant and each subcontractor to: (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform City of the location of the records. Consultant is responsible for compliance with Section 1776 by itself and all of its subcontractors.

6. Consultant shall comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Consultant is responsible for compliance with Section 1777.5 by itself and all of its subcontractors.

7. Consultant shall comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Consultant or by any subcontractor for each calendar day during which such

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worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code.

8. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Agreement.”
Date _______________ Signature ____________________________________

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ATTACHMENT C
RESOLUTION CC 2026-65

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, AMENDING THE FISCAL YEAR 2026/2027 CAPITAL
IMPROVEMENT PROGRAM AND APPROPRIATE $50,000 FROM
AVAILABLE PROPOSITION A FUND – FUND BALANCE, $200,000
FROM AVAILABLE MEASURE R FUND – FUND BALANCE, AND
$78,000 FROM AVAILABLE MEASURE M FUND – FUND BALANCE

FOR USE TOWARDS THE MISCELLANEOUS CONCRETE REPAIR
PROJECT – GRID 8 – PROJECT NO. P2701
WHEREAS, the City of Covina is a municipal corporation duly organized and existing pursuant to the Constitution and laws of the State of California (“City”); and WHEREAS, the Fiscal Year 2026-2027 Operating Budget & Capital Improvement Plan (CIP) was approved on May 5, 2026; and
WHEREAS, the approved Operating Budget and Capital Improvement Plan (CIP) is in accordance with all applicable ordinances of the City and all applicable statutes of the State; and
WHEREAS, the City of Covina wishes to amend the 2026/2027 Capital Improvement Program and appropriate $50,000 from available Proposition A Fund – Fund Balance, $200,000 from available Measure R Fund – Fund Balance, and $78,000 from available Measure M Fund – Fund Balance for use towards the Miscellaneous Concrete Repair Project – Grid 8 – Project No. P2701.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. Amend the Fiscal Year 2026/2027 Capital Improvement Program and appropriate $50,000 from available Proposition A Fund – Fund Balance, $200,000 from available Measure R Fund – Fund Balance, and $78,000 from available Measure M Fund – Fund Balance for use towards the Miscellaneous Concrete Repair Project – Grid 8 – Project No. P2701 as stated below:

Account No. Account Description Amount
($)
Increase/
Decreas
e
24002200-
55250-
P2701
Proposition A-Streets-Sidewalk
Infrastructure- Misc Concrete
Repair Project – Grid 8 – Project
No. P2701
$50,000 Increase
24102200-
55250-
P2701
Measure R-Streets-Sidewalk
Infrastructure-Misc Concrete
Repair Project – Grid 8 – Project
No. P2701
$200,000 Increase

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Resolution CC 2026-XX Page 2 of 2
24202200-
55250-
P2701
Measure M-Streets-Sidewalk
Infrastructure-Misc Concrete
Repair Project – Grid 8 – Project
No. P2701
$78,000 Increase
SECTION 2. The City Clerk shall certify to the passage and adoption of this resolution and shall enter the same in the Book of Original Resolutions.

APPROVED and PASSED this 7
th day of July, 2026.

City of Covina, California
BY:

HECTOR DELGADO, Mayor
ATTEST:
___________________________________________
FABIAN VELEZ, Chief Deputy City Clerk

CERTIFICATION
I, Fabian Velez, Chief Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2026-65 was duly adopted by the City Council of the City of Covina at a regular meeting held on the 7
th day of July, 2026, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Dated:
_____________________________________
FABIAN VELEZ, Chief Deputy City Clerk

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CC Regular Meeting

AGENDA ITEM REPORT
ITEM NO. CC 14
Meeting: July 7, 2026
Title: Professional Services Agreement between City of Covina and SafeRock Security, Inc. for Citywide Security Services
Presented by: Rafael M. Fajardo, Director of Public Works/City Engineer Recommendation: Authorize the City Manager to execute a Professional Services Agreement between the City of Covina and SafeRock Security, Inc. for Citywide Security Services for a five-year term in an amount not-to-exceed $167,727.56 per annum.

EXECUTIVE SUMMARY/BACKGROUND:

On April 9, 2026, a Request for Proposals (RFP) soliciting vendors to provide citywide security services at various locations was released by the Department of Public Works. The RFP was published in the San Gabriel Valley Examiner on April 16, 2026, and April 23, 2026. In response to the RFP, the Department of Public Works received a total of twenty-three (23) proposals from security service professionals. Following a competitive review process by a panel of City staff that rated each of the proposals submitted, the proposal from American Global Security, Inc. (AGS) was rated as the top proposal; however, after extensive reference checks and in consideration of a letter of protest submitted in regard to AGS as the apparent highest rated proposal, staff elected to further evaluate the second highest ranking proposal, submitted by SafeRock Security, Inc. As a result, pursuant to the work and cost proposals submitted, along with reference checks from previous and existing contracts, staff recommends award of Professional Services Agreement to select SafeRock Security, Inc. as the contractor to provide citywide security services under a new five-year agreement, starting August 10, 2026, in an amount not-to-exceed $167,727.56 annually.

DISCUSSION:

The incumbent contractor, Power Security Group, Inc., has provided security services for the City of Covina for ten years. On September 20, 2016, the City Council authorized the City Manager to execute an Agreement with Power Security Group, Inc. (PSG) in an amount not-to-exceed $307,956.50 for security guard services from November 1, 2016, through November 1, 2019. Subsequent to the initial three-year contract term, the City Council approved a two-year contract extension, November 1, 2019, through June 30, 2021, based on the satisfactory performance of PSG during the first three years of the contract term. In preparation of the contract termination, the Department of Public Works released a new RFP in March 2021, soliciting services for a new three-year contract for security services.

Following a competitive review process by a panel of City staff, PSG was again selected as the top proposal and on June 1, 2021, the City Council authorized the City Manager to execute an Agreement with PSG in an amount not-to-exceed 137,800 per annum. The initial three-year term was extended for an additional two years, July 1, 2024, through June 30, 2026, based on the satisfactory performance of PSG during the first three years.

Given the expiration of the current contract term with PSG scheduled for June 30, 2026, the Department of Public Works released a new Request for Proposals (RFP) on April 9, 2026, to solicit vendors interested in providing citywide security services at various locations. A total of nine (9) prospective contractors were notified and/or inquired about the RFP. Subsequently, an addendum to the RFP was prepared and posted on April 30, 2026, responding to questions received from prospective contractors in preparation for the proposal submittal deadline of April 29, 2026.

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In response to the RFP, the Department of Public Works received a total of twenty-three (23) proposals from security professionals currently operating in Southern California. Following a proposal review process that competitively reviewed and rated each of the proposals based on four major categories, the proposal from American Global Security, Inc. was reviewed and critiqued by a panel of City staff and determined to be the highest scoring submittal. Following notification to the proposers, City staff received a formal letter of protest, objecting to the award of contract to American Global Security, Inc. (AGS).

In consideration of the formal protest letter, City staff worked closely with Covina Police Department to further evaluate the claims within the letter, re-review licensing status, and potential Bureau of Security and Investigate Services (BISI) fundings. Staff also performed additional reference checks as provided by AGS within their original proposal. After careful consideration of these factors, staff elected to reevaluate the second highest ranking proposal, submitted by SafeRock Security, Inc. The proposal submitted by SafeRock Security, Inc. was evaluated with an overall score of 94 points, in comparison to 96 scored by AGS. Staff likewise performed reference checks and BSIS for SafeRock Security, Inc.

After careful consideration of these factors, and pursuant to the work and cost proposals submitted, a determination was made to select SafeRock Security, Inc. as the contractor to provide citywide security services under a new five-year agreement, starting August 10, 2026, in an amount not-to-exceed $167,727.56 annually.

The scope of work proposal submitted by SafeRock Security, Inc. is responsive to the City’s RFP requirements and the associated cost proposal is priced accordingly. Following is a summary of the annual work plan to be performed by SafeRock Security, Inc., if awarded the proposed contract:
 Up to 104 hours per week with personnel onsite at the Metrolink Station Complex (a total of 96 cumulative hours from Monday through Friday and 8 hours each Saturday with no Sunday service at an annual cost of $152,072.96
 Nightly security patrols of the Civic Center Parking Structure (Thursday to Sunday) at an annual cost of $2,860.00
 Nightly locking of six (6) City Park Restroom locations at an annual cost of $12,794.60 Based on SafeRock Security, Inc.’s proposal evaluation results including reference checks from at least three current and recent contracts, and firm qualifications including experience servicing for multiple municipalities in Southern California, the Department of Public Works recommends the City Council authorize the City Manager to execute the Professional Services Agreement (PSA) (Attachment A) for Citywide Security Services with SafeRock Security, Inc. The PSA would be effective for the period starting August 10, 2026, through June 30, 2031, unless sooner terminated.

FISCAL IMPACT:

The proposed PSA reflects the same pricing structure and work proposal outlined in the City’s RFP.

The proposed compensation is presented as follows:

Metrolink Complex Security Services (Monday to Saturday) $152,072.96 Civic Center Parking Patrols (Thursday to Sunday) $2,860.00 Nightly Park Restroom Locking Services (6 Parks) $12,794.60 Annual Contract “Not to Exceed” Amount $167,727.56

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Sufficient funding is included in the Department of Public Works Fiscal Year 2026-27 operating budget, as approved by City Council on May 5, 2026, and will budget in subsequent years, as outlined below.

Fund Description Account No. Amount
Proposition A Metrolink Complex Security 2400-TO01-52310 $152,072.96 Parking District Civic Center Parking Structure 2700-2800-52310 $2,860.00 General Park Restroom Locking
Services 1010-2550-52310 $12,794.60
Total Available Funding $167,727.56
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):

The project has been reviewed for compliance with the California Environmental Quality Act (CEQA) and is exempt per Section 15061 (b) (3). The project is covered by the General Rule that CEQA applies to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

Respectfully submitted,

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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated July 7, 2026 (“Effective Date”) and is between the City of Covina, a California municipal corporation (“City”) and SafeRock Security, Inc., a California corporation(“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City desires to utilize the services of Contractor as an independent contractor to provide security services at the Covina Metrolink Station Parking Complex and Civic Center Parking Structure and park restroom locking services at various City parks.

B. Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

C. City desires to retain Contractor and Contractor desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.

The parties therefore agree as follows:

1. Term of Agreement. The term of this Agreement shall be from the Effective Date through June 30, 2031, unless sooner terminated as provided in Section 13 of this Agreement.

2. Compensation.

A. Compensation. As full compensation for Contractor’s services provided under this Agreement, City shall pay Contractor an annual sum not to exceed One Hundred Sixty-Seven Thousand Seven Hundred Twenty-Seven Dollars and Fifty-Six Cents ($167,727.56) based on the hourly rates set forth in the Approved Fee Schedule, attached hereto as Exhibit A. The total compensation for the initial term of this agreement shall not exceed Eight Hundred Thirty-Eight Thousand Six Hundred Thirty-Seven Dollars and Eighty Cents ($838,637.80) (the “maximum compensation”). Any terms in Exhibit A, other than the payment rates and schedule of payment, are null and void.

B. Expenses. The amount set forth in paragraph A shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement.

C. Additional Services. City shall not allow any claims for additional services performed by Contractor, unless the City Council and the Contractor Representative authorize the additional services in writing prior to Contractor’s performance of the additional services or incurrence of additional expenses.

Any additional services or expenses authorized by the City Council shall be compensated at the rates set forth in Exhibit A, or, if not specified, at a rate mutually agreed to by the parties. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.

3. Contractor’s Services.

A. Scope of Services. Contractor shall perform the services described in the Scope of Services, attached as Exhibit B. City may request, in writing, changes in the scope of services to be

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ATTACHMENT A
performed. Any changes mutually agreed upon by the parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.

B. Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Contractor Representative shall be Sulaiman Megan Zadda, Chief Executive Officer (the “Contractor Representative”). The Contractor Representative shall directly manage Contractor’s services under this Agreement. Contractor shall not change the Contractor Representative without City’s prior written consent.

C. Time for Performance. Contractor shall commence the services on the Effective Date and shall perform all services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.

D. Standard of Performance. Contractor shall perform all services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

E. Personnel. Contractor has, or will secure at its own expense, all personnel required to perform the services required under this Agreement. All of the services required under this Agreement shall be performed by Contractor or under its supervision, and all personnel engaged in the work shall be qualified to perform such services.

F. Compliance with Laws. The Contractor shall keep itself informed of all local, state and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such ordinances, laws and regulations. The City and its agents shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section.

G. Permits and Licenses. Contractor shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

4. Method of Payment.

A. Invoices. Contractor shall submit to City an invoice, on a monthly basis or less frequently, for actual services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period, hourly rates charged, if applicable, and the amount due. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice.

B. Payment. City shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth in Section 2 of this Agreement. City shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Contractor. For all reimbursements authorized by this Agreement, Contractor shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Finance Director.

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C. Audit of Records. Contractor shall make all records, invoices, time cards, cost control sheets and other records maintained by Contractor in connection with this agreement available during Contractor’s regular working hours to City for review and audit by City.

5. Ownership of Documents. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed (“written products”) pursuant to this Agreement shall become the sole property of the City without restriction or limitation upon its use and may be used, reused, disseminated or otherwise disposed of by the City without the permission of the Contractor. With respect to computer files containing data generated for the work, Contractor shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. Contractor may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Contractor.

6. Independent Contractor.

A. Contractor is, and shall at all times remain as to City, a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the performance 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 officers, agents or employees are in any manner employees of City.

B. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder.

7. Confidentiality. All data, documents, discussion, or other information (collectively “data”) developed or received by Contractor or provided for performance of this Agreement are deemed confidential. Contractor shall keep all data confidential and shall not disclose any data to any person or entity without City’s prior written consent. City shall grant such consent if disclosure is legally required.

Contractor shall return all data to City upon the expiration or termination of this Agreement. Contractor’s covenant under this Section 7 shall survive the expiration or termination of this Agreement.

8. Conflicts of Interest. Contractor and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Contractor’s services under this Agreement, including the Political Reform Act (Gov. Code, § 81000 et seq.) and Government Code Section 1090. During the term of this Agreement, Contractor may perform similar services for other clients, but Contractor and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, 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

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conflict of interest statute. Contractor shall incorporate a clause substantially similar to this Section 8 into any subcontract that Contractor executes in connection with the performance of this Agreement.

9. Indemnification.

A. Indemnities for Third Party Claims.
1) To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Liability with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.
2) Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement, and 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 shall fully comply with the workers’ compensation law regarding Contractor and Contractor’s employees. Contractor shall indemnify and hold City harmless from any failure of Contractor to comply with applicable workers’ compensation laws. City may 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 Subparagraph A. 2).
3) Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 9 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnity obligations, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties.

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B. Workers’ Compensation Acts Not Limiting. Contractor’s indemnifications and obligations under this Section 9, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section 9 shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liability, tax, assessment, penalty or interest asserted against City.

D. Survival of Terms. Contractor’s indemnifications and obligations under this Section 9 shall survive the expiration or termination of this Agreement.

10. Insurance.

A. Minimum Scope and Limits of Insurance. Contractor shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of Two Million Dollars ($2,000,000) per project or location. If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of Two Million Dollars ($2,000,000) per accident for bodily injury and property damage. If Contractor does not use any owned, non-owned or hired vehicles in the performance of services under this Agreement, Contractor shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under Subparagraph A. 1) of this Section 10.
3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If Contractor has no employees while performing services under this Agreement, workers’ compensation policy is not required, but Contractor shall provide an executed declaration that it has no employees.

B. Acceptability of Insurers. The insurance policies required under this Section 10 shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self-insurance shall not be considered to comply with the insurance requirements under this Section 10.

C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming the City, its officers, employees, agents and volunteers as additional insureds.

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D. Primary and Non-Contributing. The insurance policies required under this Section 10 shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Contractor’s insurance and shall not contribute with it.

E. Contractor’s Waiver of Subrogation. The insurance policies required under this Section 10 shall not prohibit Contractor and Contractor’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Contractor hereby waives all rights of subrogation against City.

F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be approved by City. At City’s option, Contractor shall either reduce or eliminate the deductibles or selfinsured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses.

G. Cancellations or Modifications to Coverage. Contractor shall not cancel, reduce or otherwise modify the insurance policies required by this Section 10 during the term of this Agreement.

The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail thirty (30) calendar days’ prior written notice to City. If any insurance policy required under this Section 10 is canceled or reduced in coverage or limits, Contractor shall, within two (2) business days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.

H. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section 10 in full force and effect during the term of this Agreement, or in the event any of Contractor’s policies do not comply with the requirements under this Section 10, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor’s expense, the premium thereon.

Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.

I. Evidence of Insurance. Prior to the performance of services under this Agreement, Contractor shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section 10. The endorsements are subject to City’s approval. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on file with City’s Risk Manager.

Contractor shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage.

Contractor shall furnish such proof at least two (2) weeks prior to the expiration of the coverages.

J. Indemnity Requirements not Limiting. Procurement of insurance by Contractor shall not be construed as a limitation of Contractor’s liability or as full performance of Contractor’s duty to indemnify City under Section 9 of this Agreement.

K. Subcontractor Insurance Requirements. Contractor shall require each of its subcontractors that perform services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section 10.

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11. Mutual Cooperation.

12. Records and Inspections. Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of 3 years. Contractor shall, without charge, provide City with access to the records during normal business hours. City may examine and audit the records and make transcripts therefrom, and inspect all program data, documents, proceedings and activities.

13. Termination or Suspension of Agreement.

A. Right to Terminate or Suspend for Cause. If Contractor violates any of the provisions of this Agreement or fails to properly provide the services required by this Agreement to the satisfaction of the City, the City shall provide to the Contractor a written Notice to Cure the specific deficiencies and shall allow a reasonable cure period of sixty (60) calendar days (unless another cure period is otherwise agreed to in writing by both parties) to cure and correct these deficiencies to the City’s satisfaction. In the event Contractor fails to correct the deficiencies in the allotted cure period, the City shall have the right to terminate this Agreement with thirty (30) calendar days’ written notice to the Contractor. The effective date of the termination of the Agreement pursuant to this subsection A shall be the 31st day after the date of the written notice of termination.

B. Right to Terminate or Suspend due to Modernization. If the City chooses to modernize an elevator control system, this Agreement may be canceled with thirty (30) calendar days’ written notice.

C. Obligations upon Termination. Contractor shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by Contractor, City shall pay Contractor based on the percentage of work satisfactorily performed up to the effective date of termination.

In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement.

15. Notices. Any notices, consents, requests, demands, bills, invoices, reports or other communications which either party may desire to give to the other party under this Agreement must be in

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writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by reputable document delivery service or courier service during Contractor’s and City's regular business hours, or (c) five business days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the party to be notified as set forth below:

If to City: If to Contractor:

City of Covina Department of Public Works SafeRock Security, Inc.

Attn: Transportation Division Megan Zadda, CEO
125 E. College Street 26052 Marguerite Pkwy
Covina, California 91723 Mission Viejo, CA 92692

16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law. Contractor will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

17. Prohibition of Assignment and Delegation. Contractor shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Contractor from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section 17 shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section 17, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

18. No Third-Party Beneficiaries Intended. Except as otherwise provided in Section 9, this Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

20. Exhibits. Exhibits A and B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, the provisions of this Agreement shall control.

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21. Entire Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agreement.

22. Amendment of Agreement. This Agreement may be amended only by a writing signed by both parties. The City Manager is authorized to sign an amendment to this Agreement on the City Council’s behalf and without the City Council’s prior approval to make the following non-substantive modifications to the Agreement: (a) name changes; (b) extensions of time; (c) non-monetary changes in the scope of work; and (d) termination of the Agreement.

26. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a municipal, superior or federal court with geographic jurisdiction over the City of Covina.

27. Attorneys’ Fees. In any litigation or other proceeding by which on party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be shall be awarded reasonable attorneys’ fees together with any costs and expenses, to resolve the dispute and to enforce the final judgment.

28. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.

29. Authority to Execute Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. [SIGNATURE PAGE FOLLOWS]

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The parties, through their duly authorized representatives, are signing this Agreement on the date stated in the introductory clause.

City:

City of Covina,
a California municipal corporation
By:

Name: Chris Marcarello
Title: City Manager
ATTEST:

By:

Name: Fabian Velez
Title: Chief Deputy City Clerk
Contractor:

SafeRock Security, Inc.
a California corporation
By:

Name: Megan Zadda
Title: Chief Executive Officer
By:

Name:

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EXHIBIT A

APPROVED FEE SCHEDULE

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Allachment A Cost Proposal

A 'IT ACHMENT A

COST PROPOSAL

Page 25 ends

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2.1 Schedule A- METROLINK COMPLEX SECURITY GUARD SERVICES BASE AMOUNT:

The quantities (number of labor hours, locations, etc.) contained in the RFP documents are approximate only and are for the sole purpose of comparing proposals.

One unarmed, uniformed security guard shall be on duty at the Covina Metro! ink Station Parking Complex in accordance to the following schedule:

Shift Plans
Plan A Plan B Plan C
5:00AM-1:00PM 5:00 AM - 1 :00 PM -
- . 9:00AM - 5:00PM
3:00PM-7:00PM - .
9:00PM-5:00AM 9:00PM-5:00AM -
20 Hours 16 Hours 8 Hours
Week Sunday Monday Tuesday Wednesday Thursday Friday Saturday Total Hours
1 - A B A A A c 104
2 - A A A B A c 104
3 - A B A A A c 104
4 . A A A B A c 104
5 - A B A A A c 104
Item Estimated Wages& Unit Labor Total Total
Charge Per Qty. Hourly Weekly Number Weekly Hours Salaries Hour Labor Cost Labor Cost Unanned,
A·1 104 Uniformed $ 28.12 1 $ 28.12 $ 2,924.48
Security Guard
A-1 $ 2,924.48 x 52 Weeks-$ 152,072.96
(Estimated Total Weekly Labor Cost) (Estimated Total Annual Labor Cost) Note: Items may be adjusted or deleted. Therefore, regardless of total actual volume (percentage) compared to estimated quantities, the unit prices provided above by the proposer shall be applied to the final quantity when payment is calculated for these items. No adjustment in the unit prices will be allowed. The City reserves the right to not use any of the estimated quantities, and if this right is exercised, the Contractor will not be entitled to any additional compensation.

Attachment A Cost Proposal Page 26 of43

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2.2 Schedule B- CIVIC CENTER PARKING STRUCTURE SECURITY GUARD

SERVICES
BASE AMOUNT:

The quantities (number of labor hours, locations, etc.) contained in the RFP documents are approximate only and are for the sole purpose of comparing proposals.

Contractor shall periodically patrol the Civic Center Parking Structure, a three-story parking structure located at 124 East College Street, and ensure that the premises are clear and secure each Thursday, Friday, Saturday, and Sunday night between 10 P.M. and 2 A.M. It expected that a security patrol the parking structure no more than two (2) times each night for a duration of no more than 15 minutes given the size of the parking structure (a total of 30 minutes each night to be billed to the City specifically for the Civic Center Parking Structure patrols).

Unit Estimated Total Total
Item Description Labor Daily Daily Weekly
Number Charge Labor Labor
Per Hour Hours Cost Cost
Civic Center Parking
8-1 Structure Periodic Patrols $ 27.50 .5 $ 13.75 $ 55.00 (Thursday through Sunday)
8-1 $ 55.00 X 52 Weeks=$ 2,860.00
(Estimated Total Weekly Labor Cost) (Estimated Total Annual Labor Cost) Note: Items may be adjusted or deleted. Therefore, regardless of total actual volume (percentage) compared to estimated quantities, the unit prices provided above by the proposer shall be applied to the final quantity when payment is calculated for these items. No adjustment in the unit prices will be allowed. The City reserves the right to not use any of the estimated quantities, and if this right is exercised, the Contractor will not be entitled to any additional compensation.

Attachment A - Cost Proposal Page 27 of43

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2.3 Schedule C- PARK RESTROOM LOCKJNG SERVICES (ADDITIVE ITEM) ADDITIVE AMOUNT:

The quantities (number of labor hours, locations, etc.) contained in the RFP documents are approximate only and are for the sole purpose of comparing proposals.

Secure and clear premises, and lock restrooms located at six (6) City of Covina Parks on a nightly basis, including weekdays, weekends, and holidays, in accordance with the following schedule:

Approximate Time
Order Park Location Restroom Should Be
Locked*
1 Cougar Park 150 W. Puente Street 9:30PM
2 Heritage Plaza 400 N. Citrus Avenue 9:45PM
3 Kahler Russell Park 735 N. Glendora Avenue 10:00 PM
4 Kelby Park 815 N. Barranca Avenue 10:15 PM
5 Covina Park 301 N. Fourth Avenue 10:30 PM
6 Hollenbeck Park 1250 N. Hollenbeck Avenue 10:45 PM
• A tolerance of +I- 15 minutes is the maximum deviation allowed to the schedule; elapsed time from start to finish should not exceed 75 minutes (allows 15 minutes per facility) Unit Total Total Labor Item Description Charge Locations Daily Weekly Number Per Per Day Labor Labor
Location Cost Cost
Secure and clear premises, and
C-1 lock park restrooms at times $ 5.86 6 $ 35.15 $ 246.05 and locations specified in these Specifications
C-1 $ 246.05 X 52 Weeks=$ 12,794.60
(Estimated Total Weekly Labor Cost) (Estimated Total Annual Labor Cost) Note: Items may be adjusted or deleted. Therefore, regardless of total actual volume (percentage) compared to estimated quantities, the unit prices provided above by the proposer shall be applied to the final quantity when payment is calculated for these items. No adjustment in the unit prices will be allowed. The City reserves the right to not use any of the estimated quantities, and ifthis right is exercised, the Contractor will not be entitled to any additional compensation.

Attachment A Cost Proposal Page 28 of43

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12.4 Proposed Annual Contract Amounts for Schedules A through C PROPOSED ANNUAL CONTRACT AMOUNT <NOT -TO-EXCEED>:

Schedule A (Item A-1) $ 152.072.96
Schedule B (Item B-1) $ 2,860.00
Schedule C (Item C-1)- Additive $ ....;1...::2.!...:.,7...:..94...:..·...:..60..:....._________ _ TOTAL ANNUAL CONTRACT AMOUNT= A-1 BASE AMOUNT PLUS(+) B-1 BASE AMOUNT PLUS(+) C-1 ADDITIVE AMOUNT
TOTAL ANNUAL CONTRACT AMOUNT (NOT-TO-EXCEED) IN DIGITS:
$ 167,727.56
TOTAL ANNUAL CONTRACT AMOUNT (NOT-TO-EXCEED) IN WORDS:
$ One Hundred Sixty-Seven Thousand Seven Hundred Twenty-Seven Dollars and 56/100 NOTE: The City will only pay for hours and services provided.

Attachment A - Cost Proposal Page 29of43

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EXHIBIT B

SCOPE OF SERVICES

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I SUBMITTEDTO
Valerie Cortez
Senior Management Analyst
Department of Public Works
City of Covina
c/o City Clerk's Office
125 E. College Street
Covina, CA 91723

PROPOSAL DUE
10:00 A.M. • Thursday, May 14,2026

I SUBMITTED BY
SafeRock Security, Inc.

California PPO License #121921
MeganZadda
Founder & Chief Executive Officer
26052 Marguerite Pkwy
Mission Viejo, CA 92692
Direct (949) 990-0527
Office 1 (888) 833-2844
Email [email protected]
Web www.SafeRockSecurity.com

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SafeRock Modern Security, Shaping the Future. City of Covina - Citywide Security Services Proposal Cover Letter ........................................................................ 3 Executive Summary .............................................................. 4 Mission Statement & Company Profile ............................. 6 Past Performance & Relevant Experience ....................... 8 Key Personnel- Contract Management Team .............. 11 Work Plan & Operational Framework .............................. 13 Transition / Implementation Plan .................................... 16 Communication & Response-Time Protocols ................. 19 Staffing, Retention & Workforce Stability ....................... 21 Training & Professional Development - Axess Academy 24
Quality Assurance, Oversight & Reporting ..................... 26 Equipment & Uniforms (Covina-Compliant) .................... 30 Cost Proposal Summary .................................................... 32 Objections to Professional Services Agreement ........... 33 Appendices - Forms, Samples, References .................. 34 SafeRock Security. Inc. • CAPPO U2l 92l · 1 18881833·2844 · www.SafeRockSecudty.com · P•ge 2

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SafeRock Modern Security, Shaping the Future.

May 13,2026
Valerie Cortez, Senior Management Analyst
City of Covina - Department of Public Works
City of Covina City Clerk's Office
125 E. College Street
Covina, CA 91723
City of Covina - Citywide Security Services Proposal
RE: Proposal Submission - RFP for Citywide Security Services (Metrolink Station Parking Complex, Civic Center Parking Structure, and Park Restroom Locking Services) Dear Ms. Cortez and Members of the Selection Committee, SafeRock Security, Inc. is pleased to submit this proposal in response to the City of Covina's Request for Proposals for Citywide Security Services. We have read and understood the RFP in its entirety- the scope of work, the 104-hour weekly shift plan at the Metrolink Station, the periodic Civic Center Parking Structure patrols, the additive nightly park restroom locking program at six parks, the Professional Services Agreement (Attachment B), and the Cost Proposal (Attachment A)- and we accept the terms as written, with no exceptions.

Covina's scope is exactly the work we already do every night for the City of Newport Beach and across multiple County of Placer facilities. For Newport Beach, our officers patrol 34 city facilities and lock and clear public park restrooms across the city, 365 nights a year, on a strict time-tolerance schedule. For Placer County we provide security at the Department of Health and Human Services, the Behavioral Health Crisis Center, the Department of Child Support Services, and Public Works Parks and Grounds facilities. The transferable experience could not be more direct: an unstaffed transit I parking facility that needs an ambassador-style guard with strong customer service, a parking structure that needs short overnight sweeps, and a nightly route of park restrooms that must be cleared and locked within a tight window. We do all three today for other California public agencies.

Our proposal reflects how Covina's scope actually reads. A single unarmed, uniformed officer on the 104-hour weekly schedule (Plans AlB/C) at the Metrolink Station, the same officer or our roving supervisor handling the 30-minute-per-night Civic Center sweeps Thursday through Sunday, and a separately staffed evening run that locks Cougar, Heritage Plaza, Kahler Russell, Sunkist, Covina, and Hollenbeck restrooms inside the 9:30 PM to 10:45 PM window with the 75-minute total elapsed-time discipline the RFP requires. Every officer assigned to Covina will hold a current BSIS guard card, current First Aid and CPR, will be fully literate in English, will be SafeRock Security, Inc • CAPPO #121921 · 1 (888) 833 2844 • www SafeRockSecurity.com · Page 3

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SafeRock Modern Security, Shapins the Future. City of Covina - Citywide Security Services Proposal uniformed and equipped per Section 5.10, and will carry only the equipment Covina authorizes - no firearms, knives, batons, tasers, chemical agents, or other prohibited items per Section 5.11.

As a Woman-Owned, Minority-Owned California PPO firm focused exclusively on the public sector, we bring three things the City of Covina should expect from any contractor at this scope: (1) a stable, properly screened officer roster with a documented turnover rate roughly one-third of the national average; (2) technologyenabled oversight - GPS-verified patrol logs, time-stamped daily activity reports, photo-documented parklocking reports, and a 24/7 supervisor on-call within one hour per Section 5.3; and (3) a service mindset that recognizes the Metrolink guard is the first face commuters see in Covina each morning.

Megan Zadda, CEO, is authorized to negotiate and execute the resulting agreement on behalf of SafeRock Security, Inc. All information in this proposal and in the accompanying Statement of Qualifications is true, accurate, and current as of the date of submission. Our proposal remains valid for ninety (90) calendar days from the submission deadline, consistent with Section 3 of the RFP.

We would welcome the opportunity to walk Public Works through our approach in person and to demonstrate how the operating model we already run in Newport Beach and Placer County would translate directly to Covina. Thank you for the opportunity to be considered.

Sincerely,
Founder and Chief Executive Officer
SafeRock Security, Inc.

Direct: (805) 285-8557 • Office: (888) 833-2844 ext. 0008 [email protected]
SafeRock Security, inc. · CAPPO #121921 · 1 (888) 833·2844 · www.SafeRockSecurity.com · P~ge 4

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SafeRock Modern Security, Shaping the Future. City of Covina - Citywide Security Services Proposa Project Understanding
Covina's scope is, at its core, three connected tasks: (1) one professionally uniformed, unarmed officer providing 104 hours of weekly coverage at the Metrolink Station Parking Complex with strong customer-service and transportation-ambassador behavior at the platform; (2) short, twice-nightly Thursday-through-Sunday patrols of the three-story Civic Center Parking Structure to ensure it is dear and secure; and (3) an optional additive nightly run that dears and locks restrooms at six City parks on a strict 75-minute window.

This is the same work SafeRock performs today for the City of Newport Beach and the County of Placer. The transferable experience is direct, current, and verifiable through the references included in this proposal.

Right-Sized for the Scope
We have deliberately scaled our proposed model to match Covina's scope. We are not over-staffing the post, not deploying enterprise dispatch infrastructure that the City does not need, and not loading the cost proposal with equipment Covina prohibits under Section 5.11. The model is:
• One (1) unarmed, uniformed Licensed Security Officer on duty at the Metrolink Station for the entire 104-hour weekly schedule (Plans A, B, C exactly as specified), excluding the six listed Metrolink holidays. • Civic Center Parking Structure patrols of two (2) sweeps per night, no more than 15 minutes each (30 minutes/night billed), Thursday/Friday/Saturday/Sunday between 10:00 PM and 2:00AM. • Additive: One (1) park-locking officer or roving supervisor running the six-park route nightly, with documented arrival/departure photos at each restroom, inside the 9:30PM- 10:45 PM window, total elapsed time~ 75 minutes.
• A field supervisor on catl24/7, able to be on-site at any covered location within one (1) hour per RFP Section 5.3.

SafeRock•s Unique Value Proposition

1. Documented experience with the exact work types in the RFP.

Newport Beach (active contract}: nightly patrol of 34 city facilities including locking and unlocking of all city parks and public restrooms, 365 days a year, on a strict time schedule. Placer County (multiple active contracts):
security at the Behavioral Health Crisis Center, DHHS offices, Department of Child Support Services, and Parks and Grounds. Both contracts test exactly the disciplines Covina is asking for: punctual scheduled service, photodocumented locking, and professional public interaction.

2. Technology that produces the reports Covina requires.

SafeRock Security Inc. CAPPO U21921 · 1 (888) 833-2844 · www.SafeRockSecurlty.com · Page 5

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SafeRock Modern Security. Shaping the Future. City of Covina - Citywide Security Services Proposal Section 5.15 requires monthly progress reports with daily activity logs detailing dates, times, and locations of patrol, and Section 5.17 requires park-locking reports that document personnel, time, location, and actions per facility. SafeRock's ScrtyX field-reporting platform produces exactly these outputs by default- GPS-stamped, photo-tagged, and exportable as a single PDF packet attached to each four-week invoice.

3. Strict compliance with Covina's equipment and conduct rules.

Section 5.11 prohibits firearms, knives, batons, tasers, chemical agents, concealed weapons, and personal electronics. Section 5.5 disqualifies any officer with a felony, sex conviction, dishonorable discharge, or pattern of moral turpitude. Section 5.16(3) requires a Covina Private Patrol Operating Permit from the Covina Police Department before service begins. Our standard onboarding workflow already enforces every one of these conditions; no policy changes are required on our end.

SafeRockSecurity,lnc. • CAPPO U21921 • l (8881833·2844 • www.SafeRockSecurity.com · Page 6

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Modern Security, Shaping the Future.

Mission Statement
Tranafonnlng Security through Innovation
SafeRock is a pioneering security services company poised to revolutionize the industry by seamlessly integrating cutting-edge technology and innovative practices with the traditional foundation of security guard services. As a Woman Owned and Minority owned enterprise, SafeRock embraces diversity and inclusivity as core principles, enriching our approach to security solutions.

Empa.verfng Excellence: •Axes& AcademY'
At the heart of SafeRock's success ltes the commitment to continuous learning.

Our "axess academy" sets the industry benchmark for training and development, ensuring that our security officers possess the skills and knowledge to excel in any situation. By investing in their growth. we provide our clients with security personnel who are not only adept but also empathetic and responsive.

Blending Technology and Tradition
SafeRock recognizes that modern security demands a blend of technology and human expertise. Our unique approach combines state-of-the-art surveillance systems, At-powered analytics, and real-time monitoring with the professionalism and vigilance of our highly trained security officers. This synergy provides clients with unparalleled protection against evolving security threats.

Sustalnablllty as a Cornerstone
Net 0 Carbon Emissions SafeRock is driven by a resolute commitment to environmental responsibility. As a trailblazer in the security industry, we are dedicated to achieving a net 0 carbon emissions footprint. Through strategic initiatives, efficient resource management, and the adoption of renewable energy sources, SafeRock aims to set a precedent for environmental stewardship within our sector.

National Ucenslng and Beyond
Our vision extends nationwide, as we aspire to secure licenses across the country.

SafeRock's innovative approach, paired with our dedication to excellence and sustainability, positions us as the partner of choice for organizations seeking comprehensive security solutions that evolve with the times.

Our commitment to diversity, education, and sustainability propels us forward As SafeRock strides towards becoming a household name, we invite you to join us on this journey towards a safer and more sustainable future.

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SafeRock Modern Security, Shaping the Future. City of Covina Citywide Security Services Proposal Mission Statement
Transforming Security through Innovation
SafeRock Security, Inc. is a pioneering security services company integrating cutting-edge technology and innovative practices with the traditional foundation of professional security guard services. As a Woman-Owned and Minority-Owned enterprise, SafeRock embraces diversity and inclusivity as core principles - values reflected in how we recruit, train, supervise, and serve.

Empowering Excellence - Axess Academy
At the heart of SafeRock's success is a commitment to continuous learning. Our Axess Academy training platform sets the industry benchmark for officer development, ensuring that every officer in the field possesses the skills, judgment, and emotional intelligence to excel in any situation, particularly in public-facing transit, civic, and park environments.

Public-Sector Specialization
Unlike national firms that operate across hospitality, retail, and corporate verticals, SafeRock services only government clients. This focus shapes how we hire, how we train, and how we report. Our officers are recruited and trained specifically for transit hubs, civic centers, public parks, county offices, and behavioral-health facilities -environments where the officer is, in practice, the first interaction many residents have with the agency, and where professional courtesy is as important as deterrence.

Sustainability as a Cornerstone
SafeRock is driven by a commitment to environmental responsibility, with a target of net-zero carbon emissions across operations by October 2026. Our patrol-fleet hybridization, paperless reporting, and resource-efficient supervision model are designed to support city sustainability goals without compromising on service.

Corporate Overview
SafeRock Security, Inc. is a California-licensed Private Patrol Operator (PPO #121921) headquartered in Mission Viejo with administrative operations in Woodland Hills and a Northern California operations office in Oakland.

The company is a certified Woman-Owned and Minority-Owned Enterprise (CA SB/DVBE Cert. 10 2035446) and operates exclusively in the public-sector security space. Our active portfolio includes city, county, state, and federal contracting engagements across multiple California public agencies, with more than 100 active government post sites under protection.

Our leadership team is built around long-tenured operators with multi-generational security industry backgrounds. Megan Zadda, Founder and CEO, previously served as Chief Compliance Officer for one of the nation's largest contract security firms and led the firm's expansion from single-state to nationwide licensing.

SafeRock Security, Inc. · CAPPO 1121921 • l (888) 833·2844 · www.SafeRockSecurity.com • Page 7

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SafeRock Modern Security. Shapins the Future. City of Covina Citywide Security Services Proposal SafeRock was founded to bring that level of compliance discipline and operational rigor to public-sector clients at a scale that allows direct executive accountability on every contract.

Relevant Licenses and Certifications
• California Bureau of Security and Investigative Services PPO License No. 121921 • CA Secretary of State Entity No. 5525188
• Federal CAGE/NCAGE: 9T1U5 I UEI: ZVH4RRD3DAU3 I DUNS: 119102928 • CA Small Business and Disabled Veteran Business Enterprise Certification ID: 2035446 • Woman-Owned Business and Minority-Owned Business Enterprise • All field officers hold current BSIS Guard Cards and current First Aid I CPR certification per RFP Section

5.6 Covina-Specific Pre-Award Commitments
Per RFP Section 5.16, prior to commencing service SafeRock will:

1. Confirm active licensing to do business in the State of California (currently active).

2. Obtain a City of Covina business license.

3. Obtain a City of Covina Private Patrol Operating Permit from the Covina Police Department.

4. Deliver insurance certificates and endorsements per RFP Section 10 within fifteen (15) calendar days of City Council award, naming the City, its officers, employees, agents, and volunteers as additional insureds at $2,000,000 per occurrence general and auto liability and statutory workers' compensation.

5. Deliver finalized post orders for the Metrolink Station, Civic Center Parking Structure, and park-locking route, developed in consultation with the City Representative per Section 5.7.

6. Provide written attestations and background-check certifications for each officer assigned to City service per Section 5.35.

SafeRock Security. Inc. • CAPPO #121 921 • 1 (888} 833·2844 · www.SafeRockSecurity.com · Page 8

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SafeRock Modern Security, Shaping the Future. City of Covina - Citywide Security Services Proposal Safe Rock's current active contracts include the two engagement s most directly comparable to Covina's RFP scope: a citywide patrol-and-locking contract with the City of Newport Beach that includes nightly locking and clearing of city park restrooms, and a multi-facility security contract with the County of Placer that includes Parks and Grounds Division coverage. We have summarized those two contracts in detail below, followed by three additional reference engagements that demonstrate our breadth in California municipal security work.

Reference 1 - City of Newport Beach (Active)
RFP No. 24-40 - Parks and Restroom Security Services
• Scope: Overnight patrol of 34 city facilities including Public Works yards, civic offices, parks, and beaches; nightly locking, clearing, and unlocking of all city park public restrooms on a strict time schedule, 365 days a year without interruption.
• Why this matters for Covina: This is the same operational discipline Covina's RFP Section 5.17 describes -a sequential nightly run of multiple park restroom facilities, each cleared of occupants and locked within a defined time tolerance, with photo-documented evidence per location. Our Newport Beach team performs this exact workflow every night.
• Reference: Luke Mason, Facilities Maintenance Supervisor, Public Works Department. (949) 644-3067.

LMason@ newportbeachca.gov
Reference 2 - County of Placer (Active, 4 contracts)
Multi-Department Security Services
• Scope: Security guard services for the Department of Health and Human Services, the Behavioral Health Crisis Center, the Department of Child Support Services, and the Public Works Parks and Grounds Division. Mix of fixed-post and roving coverage.
• Why this matters for Covina: The Parks and Grounds Division contract is the closest functional parallel to Covina's additive park-locking scope. The other Placer contracts demonstrate our ability to provide steady, courteous officer presence at facilities where the officer is the first point of public contactexactly the role the Metrolink platform requires of Covina's transit ambassador. • Reference: Chris Hazen, Staff Services Manager, Office of the Director. (530) 537-7715.

CHazen@ placer .ca.gov
Reference 3 - State of California Department of Transportation (Caltrans) Contract No. 04A6946 - Caltrans District 4 HQ, Oakland
SaleRock Security, Inc. · CAPPO U21921 · 1 (888) 833·2844 · www.SafeRockSecurity.com · Page 9

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SafeRock Modern Security, Shaping the Future. City of Covina - Citywide Security Services Proposal • Scope: Comprehensive security services at the 15-story Caltrans District 4 headquarters and CHP Dispatch Center, including 24fi access control, roving patrols, and incident response. • Why this matters for Covina: Caltrans HQ is a public-sector transportation facility with multi-floor parking, high foot traffic, and a public-facing customer base- the closest analog in our portfolio to a Metrolink station with an attached parking structure.
• Reference: Adrienn Huffman, Staff Services Manager I - Administration, Security, Building Safety and Fleet. (510) 290-7173. [email protected]
Reference 4 - County of San Bernardino
Multi-Site Patrol Services
• Scope: Security services for County government offices, Head Start facilities, vacant lots, maintenance yards, and Housing Authority developments. Includes our Transient Intervention Protocol for engagement with unhoused individuals.
• Why this matters for Covina: Provides directly applicable experience with the kind of late-night transient-deterrence work the Metrolink parking structure and Civic Center structure routinely require. • Reference: Cassandra Walters [email protected] Reference 5- County of Santa Clara I SCCHA
Multi-Site Patrol Services for 38 Countywide Housing Sites • Scope: Unarmed and on-call security patrol services for the Santa Clara County Housing Authority across 38 properties countywide, plus county office unarmed and on-call services. • Why this matters for Covina: Demonstrates capacity to run a rotating multi-stop nightly patrol - the same operational pattern Covina's six-park restroom locking route requires.

More than 100 active government post sites currently under SafeRock protection. Average contract tenure: greater than three years. Three-year average voluntary-plus-involuntary turnover: 14.8%, less than half the U.S. Bureau of labor Statistics national average for the contract security industry.

SafeRock Security.lnc. • CAPPO #121921 • 1 (888) 833·2844 · www.SafeRockSecurity.com • Page 10

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Covina City CouncilJuly 7, 2026

Covina City Council
July 7, 2026