Agenda packet — Cypress City Council, March 25, 2024 (part 1 of 3)

AGENDA

REGULAR MEETING

CYPRESS CITY COUNCIL
March 25, 2024
5:00 P.M. - Closed Session/Workshop
6:00 P.M. - General Session
www.cypressca.org 5275 Orange Avenue
Cypress, California
Interested in speaking to the City Council? Information about participating in the City Council meeting appears at the end of the agenda.

CALL TO ORDER
5:00 P.M.

Executive Board Room

ROLL CALL
Cypress City Council, also acting as the Ex-Officio Governing Board of Directors of the Cypress Recreation and Park District
Mayor Scott Minikus
Mayor Pro Tem Bonnie Peat
Council Member David Burke
Council Member Anne Mallari
Council Member Frances Marquez
ORAL COMMUNICATIONS ON CLOSED SESSION / WORKSHOP ITEMS (Limited to 30 minutes - three minutes per speaker. The City Council may adjust the time allotted per speaker.)
The public may address the City Council on Closed Session/Workshop items prior to any action taken. Although Council Members may provide brief responses, the City Council may not engage in a discussion with members of the public during the meeting. Please complete a Speaker's Card to address the City Council in-person. Members of the public are encouraged to communicate with the City Council via email at [email protected] or by calling 714-229-6699.

WORKSHOP SESSION
Review of Fiscal Strategies, Reserves, Pension Liabilities and Pension Trust

RECONVENE
6:00 P.M.

Council Chambers

PLEDGE OF ALLEGIANCE

REPORT OF CLOSED SESSION / WORKSHOP
City Manager/City Attorney

PRESENTATIONS
Introduction of New City Employees
ORAL COMMUNICATIONS ON AGENDA ITEMS (Three minutes per speaker. The City Council may adjust the time allotted per speaker.)
The public may address the City Council on agenda items prior to any action taken. Although Council Members may provide brief responses, the City Council may not engage in a discussion with members of the public during the meeting. Please complete a Speaker's Card to address the City Council in-person. Please follow the instructions at the end of the agenda and wait for the Mayor/City Clerk to call on you to address the City Council virtually. Speakers providing in-person comments will be called first. Members of the public are encouraged to communicate with the City Council via email at [email protected] or by calling 714-229-6699.

CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion unless a Council Member requests separate action on a specific item. Council Members voting no or abstaining on a Consent Calendar item may do so without removing the item from the Consent Calendar.

1. Introduce and/or Adopt All Ordinances and Resolutions Presented for Consideration by Title Only and to Waive Further Reading

2. Second Reading and Adoption of an Ordinance Amending Park Regulations Prepared by: Jeff Draper, Director of Recreation and Community Services Recommendation: Approve the second reading and adopt an Ordinance, by title only and waive further reading, amending Section 17-72 of Chapter 17 of the Municipal Code regarding park regulations.

March 25, 2024 | Page 2

3. Award Contracts for Community Center Roof Replacement, Project 329 Prepared by: Doug Dancs, Director of Public Works
Recommendation:

1. Award a contract to Rite-Way Roofing Corporation for $520,593.53, and authorize a contingency of $52,000; and

2. Approve a Task Order for Construction Inspection Services to Ardurra Group Inc., for $46,120, and authorize a contingency of $4,600.

4. Award Contract for Traffic Signal System Software and Components, Project 352 Prepared by: Doug Dancs, Director of Public Works
Recommendation: Award a contract to SWARCO McCain, Inc. for $998,760.61, for the purchase of Traffic Signal System Software and Components.

5. Award Contract for Veterans Park Pavilion Reconstruction, Project 368 Prepared by: Doug Dancs, Director of Public Works
Recommendation:

1. Award a contract to MDJ Management, LLC., for $171,994.78, and authorize a contingency of $25,800; and

2. Approve a $197,795 appropriation increase in the Recreation and Park District General Fund for the Veterans Park Picnic Pavilion Reconstruction, Project 368.

6. Approve an Amendment to the On-Call Stormwater/Fats Oils and Grease Inspection Services Contract
Prepared by: Doug Dancs, Director of Public Works
Recommendation:

1. Approve an Amendment to the with Charles Abbott Associates for On-Call Stormwater/Fats Oils and Grease Inspection Services; and

2. Appropriate $18,000 to the Strom Drain Fund and $2,000 to the Sewer Fund.

7. Receive and File the 2023 General Plan Annual Progress Report on the Implementation of the Housing Element
Prepared by: Alicia Velasco, Planning Director
Recommendation: Receive and file the 2023 General Plan Annual Progress Report on the implementation of the Housing Element.

8. Approve the Education, Outreach, and Communications Program for the March 25, 2024 | Page 3

8. Approve the Education, Outreach, and Communications Program for the Housing Element Implementation Ballot Measure
Prepared by: Alicia Velasco, Planning Director
Recommendation: Approve the education, outreach, and communications program for the Housing Element implementation ballot measure.

9. Approve a Task Order for an Environmental Impact Report for a Vesting Tentative Tract Map at Los Alamitos Race Course
Prepared by: Alicia Velasco, Planning Director
Recommendation: Approve a task order with LSA for the preparation of an Environmental Impact Report for $212,000 and a contingency of $21,000.

10. Adopt a Resolution Amending Hourly Pay Ranges for Temporary Part-Time and Seasonal Employees
Prepared by: Matt Burton, Director of Finance and Administrative Services Recommendation: Adopt a Resolution amending hourly pay ranges for temporary part-time and seasonal employees.

11. Establish Pension Trust Goals and Funding Plan
Prepared by: Matt Burton, Director of Finance and Administrative Services Recommendation:

1. Establish a goal and funding plan for Pension Trust assets to fully offset unfunded CalPERS pension liabilities by 2030; and

2. Authorize investments in the attached PARS Moderate portfolio; and

3. Approve a one-time transfer of $2.5 million from the City's General Fund assigned fund balance for the Pandemic Recovery Plan to the Employee Benefits Fund for investment in the Pension Trust; and

4. Approve a one-time transfer of $2 million from the City's Infrastructure Bank to the Employee Benefits Fund for investment in the Pension Trust.

12. Receive and File the Investment Report for the Month Ended February 29, 2024 Prepared by: Matt Burton, Director of Finance and Administrative Services Recommendation: Receive and file the attached investment report.

March 25, 2024 | Page 4

13. Receive and File Register of Warrants, Transfers, and Wires Issued for the Period of February 10, 2024 through March 8, 2024.

Prepared by: Matt Burton, Director of Finance and Administrative Services Recommendation: Receive and file the attached payment register summarized below for the period of February 10, 2024 through March 8, 2024:

Electronic Funds Transfers 14545 through 14778
Warrants 64532 through 64697
Payroll Transfers W1523 through W1524

NEW BUSINESS

14. Approve a Service Agreement for Electronic Filing of Campaign Disclosure Statements, Statements of Economic Interest (Form 700), and Ethics Training Module
Prepared by: Alisha Farnell, City Clerk
Recommendation: Approve an agreement with NetFile, Inc. in an amount not to exceed $7,000 annually for electronic filing systems for campaign disclosure statements, statements of economic interest (Form 700), and an ethics training module.

15. Approve a Purchase and Sale Agreement for City-Owned Property at 5732 Lincoln Avenue
Prepared by: Alicia Velasco, Planning Director
Recommendation:

1. Adopt a Resolution approving a Purchase and Sale Agreement for City-owned property at 5732 Lincoln Avenue to Olson Urban Housing, LLC; and

2. Authorize the City Manager to sign and finalize documents associated with the sale; and

3. Find the project exempt from California Environmental Quality Act requirements.

16. Review, Potentially Revise, and Adopt the City Council's Civility, Conduct, Ethics and Governance Policy
Prepared by: Peter Grant, City Manager
Recommendation:

1. Review, Potentially Revise, and Adopt the City Council's Civility, Conduct, Ethics, and Governance Policy; and

2. Require each Council Member to sign the Civility, Conduct, Ethics, and Governance Policy and Code of Ethics by April 5, 2024.

March 25, 2024 | Page 5

ITEMS REMOVED FROM CONSENT CALENDAR
ORAL COMMUNICATIONS (Three minutes per speaker. The City Council may adjust the time allotted per speaker.)
The public may address the City Council on any item within the subject matter jurisdiction of the City Council. Although Council Members may provide brief responses, the City Council may not discuss nor take action on items that are not on the agenda. Please complete a Speaker's Card to address the City Council in-person. Members of the public are encouraged to communicate with the City Council via email at [email protected] or by calling 714-229-6699.

COUNCIL MEMBER REPORTS FROM CITY-AFFILIATED BOARDS AND COMMITTEES

AND REMARKS

COUNCIL MEMBER ITEMS FOR FUTURE CONSIDERATION

CITY MANAGER REMARKS

ADJOURNMENT
The next meeting will be an adjourned Regular Meeting, to be held on Monday, April 22, 2024, beginning at 5:30 p.m. in the Executive Board Room.

Council Members and the public should promptly exit the Council Chambers and proceed through the Civic Center to the parking lot.

I hereby certify under penalty of perjury under the laws of the State of California, that the foregoing Agenda was posted on the City Hall bulletin board and City website not less than 72 hours prior to the meeting. Dated this 21st day of March, 2024.

________________________________
Alisha Farnell, City Clerk
March 25, 2024 | Page 6

PUBLIC PARTICIPATION
Members of the public can participate in the City Council meeting in the following ways:

1. Attend In-Person. First-come, first-served seating is available. All attendees must be free of any symptoms associated with contagious illnesses.

2. Attend Virtually via Webinar. Follow this link:
https://attendee.gotowebinar.com/register/801936940326430047 . Advanced registration is recommended.

The public may address the City Council virtually during Oral Communications on Agenda Items and Public Hearings. Virtual participants must click the 'hand raise' button prior to the end of the first in-person speaker to indicate they wish to address the City Council. Upon clicking the 'hand raise' button, please unmute your microphone and wait for the Mayor/City Clerk to call on you. = Hand Raise = Unmute

3. Submit Public Comments Prior to the Meeting. The public may submit comments via email to [email protected]. Comments submitted by 3:00 p.m. on the day of the meeting will be added to the City Council agenda as a Consent Calendar item.

4. Watch the Meeting. The City Council meeting can be viewed on Spectrum Cable Channel 36 or on the City's website at www.cypressca.org/watchlive.

5. Listen to the Meeting. Listen-only teleconferencing is available by calling (415) 655-0052 and entering Access Code 213-325-215. No registration or audio pin is necessary.

INVOCATION POLICY
The City Council does not endorse the content of the invocation and does not endorse the invocational speaker’s particular faith, belief and/or religious denomination. The City Council has an established neutral policy for selecting and scheduling invocational speakers. The City Council’s policy on invocations is available from the City Clerk.

AMERICANS WITH DISABILITIES ACT
In compliance with the Americans With Disabilities Act, if you need special assistance to participate in this meeting, you should contact the City Clerk at (714) 229-6685 at least 72 hours prior to the meeting to enable the City to make reasonable arrangements to assure accessibility to this meeting.

March 25, 2024 | Page 7
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 2.

FROM: Jeff Draper, Director of Recreation and Community Services DATE: 03/25/2024
SUBJECT: Second Reading and Adoption of an Ordinance Amending Park Regulations

RECOMMENDATION
Approve the second reading and adopt an Ordinance, by title only and waive further reading, amending Section 17-72 of Chapter 17 of the Municipal Code regarding park regulations.

DISCUSSION
On March 11, the City Council conducted a public hearing and approved the first reading of an Ordinance amending section 17-72 of Chapter 17 of the Municipal Code relating to park regulations.

It is recommended the City Council approve the second reading and adopt the attached Ordinance. Once approved, the Ordinance will become effective April 24, 2024.

BUDGET IMPACT
None.

LEGAL REVIEW
This ordinance was reviewed and approved by the City Attorney.

APPROVED BY: Peter Grant, City Manager
Attachments
Ordinance
ORDINANCE NO. ____

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CYPRESS,

CALIFORNIA, AND ACTING AS EX-OFFICIO BOARD OF DIRECTORS OF THE CYPRESS RECREATION AND PARK DISTRICT, AMENDING SECTION 17-72 OF

THE CYPRESS MUNICIPAL CODE RELATING TO PARK REGULATIONS AND

FINDING THE ACTION EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL

QUALITY ACT
WHEREAS, the City Council of the City of Cypress, also acting as the ex-officio Board of Directors for the Cypress Recreation and Park District, desires to update the City’s park regulations; and
WHEREAS, park regulations protect park areas and recreation facilities for the enjoyment, convenience, and safety of park visitors; and WHEREAS, on March 11, 2024, the City Council held a duly noticed public hearing and considered public testimony and evidence on this Ordinance.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CYPRESS DOES ORDAIN AS FOLLOWS:

SECTION 1. The City Council hereby specifically finds that all of the facts set forth in the above Recitals are true and correct and are incorporated herein as findings of the City Council.

SECTION 2. Section 17-72 (Park Regulations) of Chapter 17 of the Cypress Municipal Code is hereby amended as follows (strikethrough represents deleted language while underline represents added language):
17-72. Park Regulations
For the purposes of this section, the following terms shall have the meanings set forth herein:

1. Park means any public park or portion thereof, including a body of water, a publicly owned recreation or playground area, or any building or recreation facility thereon, including parking lot areas adjacent thereto, within the city which is owned and maintained by the city and/or the Cypress Recreation and Park District as a public park whether or not such has been formally dedicated to such purpose.

2. Recreation facility means any building or structure which is located on public property, including parking lot areas adjacent thereto, and available for use by the public for recreation purposes which is owned and maintained by the city and/or the Cypress Recreation and Park District.

It shall be unlawful for any person within the limits of any park or other recreation facility (as those terms are defined in subsection (v) below) owned and operated by the city and/or the Cypress Recreation and Park District to:
(a) Lead or let loose any animal except:

1. Dogs on a leash or cats, which are under the immediate control of the custodian of the same; or

2. Small pets which are held by a custodian at all times.

The provisions of this section shall not apply to any city/district-sanctioned program, activity, or event which makes an exception to this subsection. (b) Distribute any handbill or circular on or within any city park or recreation facility, or pPost or affix to any city/district park or recreation facility property, any bills, notice, paper or advertising device or matter of any kind. The distribution of fliers at any city/district sanctioned event shall be conducted only at the times and locations determined by the city/district.
(c) Camp or lodge overnight. No person shall erect tents, shacks, or any other temporary shelter for the purpose of overnight camping in violation of Section 17-4, nor shall any person leave in a park after closing hours any movable structure or vehicle that could be used for such purpose in violation of Section 17-4. The provisions of this section shall not apply when in connection with a city/district-sanctioned event. (d) Construct or erect any building or structure of whatever kind, whether permanent or temporary in character, without permit from the city/district for such purpose. (e) Enter, remain within, or loiter in or upon any park or recreation facility during the hours such park or facility is deemed closed by posted signs except to attend a city/district sanctioned event or pursuant to an authorization issued by the city/district and then only in such park area or recreation facility area as designated by the city/district. This section shall not be enforced against persons experiencing homelessness persons for sitting, lying, or sleeping on any park or recreation facility if the City determines such enforcement would be inconsistent with any applicable state or federal law or regulation. when no alternative shelter is available in accordance with the holding in Martin v. City of Boise (9th Cir. 2018) 902 F.3d 1031, and only during the timeframe that the case of Martin v. City of Boise (9th Cir. 2018) 902 F.3d 1031, is applicable law within the jurisdiction of the Ninth Circuit unless the procedures in Section 17-4(e)(2) are followed.
(f) Engage in any disorderly conduct. Disorderly conduct includes, but is not limited to:

1. To engage in rRiotous, threatening or indecent conduct, or using abusive, threatening, or profane language

2. Any other violation of any section of the Penal Code section of the State of California regarding disorderly conduct
(g) Consume, distribute, or be in the possession of any alcoholic beverage except pursuant to an authorization issued by the city/district. (h) Smoke or use tobacco and/or cannabis products within 25 feet of a playground, tot lot sandbox, or recreational area specifically designed for use by children, and within 250 feet of a youth sports event, which includes any practice, game, or related activity at which athletes up to 18 years of age are present.
(hi) Possess, transport, purchase, sell, giveing away, or consume or ingest any nonprescription narcotics or illegal drugs.
(ij) Hold any organized or sponsored event, service, sporting event, concert, exercise, parade or exhibition consisting of at which more than twenty-five (25) or more persons are expected to attend without first obtaining a permit for such event from the city/district.
(k) Hold any organized exercise or athletic activity, practice, competition, camp, or tournament consisting of ten (10) or more persons without first obtaining a permit for such athletic activity from the city/district.
(l) Engage in any activity of any size that would unreasonably damage the park, recreation facility, or related amenities beyond normal wear and tear. (jm) Light or maintain any fire except in designated picnic stoves, barbecues, fire pits or other area provided for such purposes.
(kn) Operate battery or fuel-powered model or miniature helicopters or airplanes, drones, rockets or missiles of any type except in areas designated by the city/district for such purposes.
(lo) Play, practice or in any way engage in the game of golf except at times and places designated by the city/district for such purposes.
(mp) To pPractice, carry on, conduct or solicit for any trade, occupation, business or profession of whatsoever kind or character without permission of the city/district.

Nothing in the Ssubsection is intended to prevent any person from expressing freedoms protected by the First Amendment.
(nq) Dig or remove any soil, rock, stone, tree, shrub or plant, down-timber or other wood materials, or make any excavation by tool, equipment, blasting, or other means, except in designated sandboxes of the city/district. No materials, substances or objects shall be placed in the sandbox sand.
(or) Willfully mark, deface, disfigure, injure, tamper with, displace or remove, any building, bridge, table, bench, fireplace, railing, paving, water line or other public utility, sign, notice or placard, monument, post, or other structure or equipment. (ps) Install, use or operate a loudspeaker or any sound-amplifying equipment for the purpose of giving instruction, direction, talks, lectures, or of transmitting music to any persons in any park except under permit issued by the city and when operated in accordance with the terms of such permit. No person shall play any radio, tape recorder or other electronic sound-producing device, including those inside vehicles, at such a volume so as to be audible at a distance of 150 feet or more. (qt) For any female to expose the areola(s) of her breast(s), except while breastfeeding an infant, or for any person, male or female, to expose his or her genitalia or buttocks.

The provisions of this section shall not apply to persons four (4) years of age or younger. For any person over the age of four years old to appear, bathe, sunbathe, walk or be on any public park, playground, or on any other public land, or on any private property open to public view from any playground, park, public place, or public right-ofway in such a manner as to knowingly and intentionally expose his or her genitals, pubic hair, perineum, anal region or pubic hair region, or expose the nipples and/or areola of the female breast except as necessary while engaging in breastfeeding. (ru) Throw, discard or dispose of any garbage or refuse upon the ground or in any place other than a garbage can or other receptacle maintained for such purpose. Large construction trash, waste, household furniture, grease, cooking oil or motor oil may not be disposed of in any garbage can or receptacle in a city park or recreation facility. (sv) Molest, harass, injure or kill any animal. For the purposes of this section, harass is defined as an intentional act that disrupts an animal’s normal behavior patterns, which includes but is not limited to, breeding, feeding or sheltering. (tw) Drive or otherwise operate an e-bike or other motorized vehicle within a park or recreation facility, except upon surfaces other than those maintained and open to the public for purposes of vehicular travel. No person shall ride or propel a bicycle, scooter, skateboard, or roller skates, or other motorized vehicle outside of areas designated for such use. The provisions of this section shall not apply to any city/district-sanctioned program, activity, or event which makes an exception to this subsection. (ux) Swim, fish in, bathe in, wade in, release pet animals in or pollute the water of any fountain, pond, lake, stream, reservoir or other area not designated for such purposes except by permission of the city/district.
(v) For the purposes of this section, the following terms shall have the meanings set forth herein:

2. Recreation facility means any building or structure which is located on public property and available for use by the public for recreation purposes which is owned and maintained by the city and/or the Cypress Recreation and Park District. (wy) 1. No owner or other person having the charge, custody or control of any dog(s) shall permit, either willfully or through failure to exercise due care, any such dog(s) to defecate and to allow any such feces to remain in any park or recreation facility, as those terms are defined in subsection (v) above.

2. Any person having charge, custody or control of any dog(s), in a park or recreational facility, shall have in possession a suitable disposable bag or container for the purpose of complying with the requirements of this section.

3. For purposes of this subsection, a “suitable disposable bag or container” shall not be considered to be an article of clothing.

4. The provisions of this section shall not apply to blind persons being accompanied by a trained guide dog service animal.

5. Any person violating any of the provisions of subsections (wy)1., 2., or 3. shall be deemed guilty of an infraction and upon conviction thereof shall be punished by a fine not to exceed onetwo hundred and fifty dollars ($100.00250.00). (xz) Lead, possess, consume, use the following equipment, or carry out any activity likely to do damage on synthetic turf athletic fields:

1. Pets or other animals.

2. Food, gum, seeds, tobacco products, or any other substances that can stain.

3. Drinks other than water in non-breakable containers.

4. Metal cleats, plastic cleats longer than one inch, or footwear containing mud or debris.

5. Equipment with sharp or narrow legs or posts including but not limited to flags, shade structures, tents, stakes, and umbrellas.

6. Vehicles of any kind including but not limited to automobiles, bicycles, scooters, skateboards, RC cars, planes, drones, or other vehicles that use fuel with powered motors.

7. Any person violating any of the provisions of subsection (xz) of this section shall be deemed guilty of an infraction and upon conviction thereof shall be punished by a fine not to exceed five hundred dollars ($500.00) or plus the cost to clean or repair any damage caused, whichever is greater.

SECTION 3. CEQA. This Ordinance is exempt from the requirements of the California Environmental Quality Act (CEQA) because: (1) it does not constitute a “project” under CEQA Guidelines Section 15378(b)(2) in that it constitutes general policy and procedure making; (2) it does not constitute a “project” under CEQA Guidelines Section 15378(b)(5) in that it has no potential for resulting in physical change to the environment, either directly or indirectly, and (3) in the alternative, it is exempt from CEQA pursuant to CEQA Guidelines Section 15060(c)(2), since the activity will not result in direct or reasonably foreseeable indirect physical change in the environment, and Section 15061(b)(3), since it can be seen with certainty that there is no possibility that this Ordinance will have a significant effect on the environment, because the Ordinance is limited to amending park regulations within the City/District. No new construction is proposed.

SECTION 4. Severability. Should any provision of this Ordinance, or its application to any person or circumstance, be determined by a court of competent jurisdiction to be unlawful, unenforceable or otherwise void, that determination shall have no effect on any other provision of this Ordinance or the application of this Ordinance to any other person or circumstance and, to that end, the provisions hereof are severable. The City Council of the City of Cypress declares that it would have adopted all the provisions of this Ordinance that remain valid if any provisions of this Ordinance are declared invalid or unconstitutional.

SECTION 5. Effective date. This Ordinance shall become effective thirty (30) days from its adoption.

SECTION 6. Certification. The Mayor shall sign and the City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same to be published and posted pursuant to the provisions of law in that regard.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Cypress, and acting as ex-officio Board of Directors of the Cypress Recreation and Park District at a regular meeting held on the ___ day of ________________, 2024.

MAYOR OF THE CITY OF CYPRESS
ATTEST:

CITY CLERK OF THE CITY OF CYPRESS
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
I, ALISHA FARNELL, City Clerk of the City of Cypress, DO HEREBY CERTIFY that the foregoing Ordinance was duly adopted at a regular meeting of said City Council held on the ___ day of ________________, 2024, by the following roll call vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

CITY CLERK OF THE CITY OF CYPRESS
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 3.

FROM: Douglas Dancs, Director of Public Works
DATE: 03/25/2024
SUBJECT: Award Contracts for Community Center Roof Replacement, Project 329

RECOMMENDATION

1. Award a contract to Rite-Way Roofing Corporation for $520,593.53, and authorize a contingency of $52,000; and

2. Approve a Task Order for Construction Inspection Services to Ardurra Group Inc., for $46,120, and authorize a contingency of $4,600.

DISCUSSION
The FY 2023-24 Capital Improvement Program (CIP) includes a project to replace the Cypress Community Center roof. The existing roof is over 15 years old and has reached the end of its useful life, is prone to leaks, and needs replacement.

Public Works is making use of Sourcewell ezIQC, an Indefinite Delivery, Indefinite Quantity (IDIQ) procurement process which are competitively-bid contracts awarded to contractors to accomplish the repair, alteration, modernization, and rehabilitation of infrastructure and facilities. Unlike traditional bidding where each project is scoped, designed, and put out to bid separately, Sourcewell ezIQC achieves competitively-bid pricing upfront and eliminates the need to separately bid each project, which is more efficient, simplifies the process, and produces faster response times from contractors. Sourcewell is a government cooperative that facilitates the competitive bidding process, and competitively solicits and awards cooperative purchasing contracts for use by federal, state and municipal agencies, K-12 and higher education entities, nonprofits, and tribal governments. Such cooperative purchasing agreements are allowed under Municipal Code Section 21A-10(e) and the California Government Code, enabling public entities to benefit from shared contracting efforts.

Sourcewell has contracted Gordian to administer the ezIQC program for Sourcewell members around the country. Through Gordian, Public Works is able to engage qualified contractors for general construction tasks. Gordian facilitated a comprehensive evaluation of the project site with Public Works and the contractor, Rite-Way Roofing Corporation. After a thorough review of the project scope of work, Rite-Way Roofing submitted a proposal for the replacement of the Community Center roof for $520,593.53, which was 15-20% less than Public Works engineering cost estimate. This expedited procurement process was completed in just two weeks, which is significantly less time than the two months traditional bidding would have taken.

Ardurra Group Inc., the City’s on-call construction manager, will inspect the project. Public Works coordinated with Community Center staff and construction will begin in May and take approximately two months to complete. The Community Center will remain open during construction, but room rentals will be affected in May.

BUDGET IMPACT
Total estimated project costs will not exceed $623,313.53. Sufficient amounts are budgeted in the Recreation and Park District's General Fund for project construction and inspection.

LEGAL REVIEW
The City has previously utilized Sourcewell for the purchase of products but not for construction projects. As this would be the first construction project using cooperative purchasing, the City Attorney has reviewed the process, prepared the construction agreement which incorporates the contractor's proposal, and determined it is consistent with purchasing arrangements authorized by Municipal Code Section 21A-10(e).

Also, attached is the Sourcewell contract for master Indefinite Delivery-Indefinite Quantity Construction Contracts. The construction component included in the contract recommended for award is compliant with Sourcewell unit prices, including labor.

APPROVED BY: Peter Grant, City Manager
Attachments
Contract Agreement
Task Order
Sourcewell Contract

01405.0006/857127.1 -1-
AGREEMENT FOR CONSTRUCTION SERVICES (ezIQC CONTRACTING)

BETWEEN CITY OF CYPRESS AND

RITE-WAY ROOFING CORPORATION
FOR
COMMUNITY CENTER ROOF REPLACEMENT, PROJECT 329
THIS AGREEMENT FOR CONSTRUCTION SERVICES (“Agreement”) is made and entered into on March 25, 2024 (“Effective Date”), by and between the City of Cypress, a California municipal corporation and Rite-Way Roofing Corporation (“Contractor”). City and Contractor may be referred to, sometimes individually or collectively, as “Party” or “Parties.” Contractor’s State License Number is [License No.] and DIR Registration Number is [DIR No.]

RECITALS
A. City desires a public works project for [PROJECT NAME / DESCRIPTION] (“Project”) and issued a Notice Inviting Bids dated [NIB DATE] for the Project.

B. Bids for the Project were received, publicly opened, and declared on the date specified in said notice, or as otherwise accepted and processed through those procedures and approvals authorized under the City of Cypress Municipal Code.

C. City accepted the bid of Contractor dated [BID DATE] pursuant to legal requirements and selected Contractor for the Project.

D. City desires to retain Contractor, on an independent contractor basis, for the Project, as more particularly described below.

E. 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.

F. Pursuant to the City of Cypress Municipal Code and California state law, City has authority to enter into and execute this Agreement.

G. The Parties desire to formalize the selection of Contractor for performance of the services and desire that the terms of that performance be as particularly defined and described herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
01405.0006/857127.1 -2-

AGREEMENT
ARTICLE 1. CONTRACTOR SERVICES

1.1 Scope of Work.

The Contractor shall perform all of the work, furnish all labor, materials, equipment, tools, utility services, and transportation, and comply with all of the specifications and requirements (collectively referred to herein as the “services” or “work” hereunder) in the Contract Documents for [PROJECT NAME / DESCRIPTION] (“Project”). All such work shall be performed in a good and workmanlike manner, as reasonably determined by the City, and shall be performed in compliance with all local, state, and federal laws and regulations. By entering into this Agreement, Contractor acknowledges that there may be other contractors on the site whose work will be coordinated with that of its own. Contractor expressly agrees that it will cooperate with other contractors and will do nothing to delay, hinder, or interfere with the work of other separate contractors, the City, the Project Manager, architects, inspectors, engineers, or utilities. As used herein, “Contract Documents” refers to all of the following documents, all of which are component parts of this Agreement as if herein set out in full or attached hereto:

A. Notice of Inviting Bids, Bid Forms & Instructions to Bidders B. Scope of Work, if any
C. Plans for the Project, if any
D. Project Construction Schedule
E. General Specifications and Provisions, if any
F. Special Provisions for the Project, if any
G. Standard Specifications
H. Technical Specifications
I. Addendum(s) as issued
J. Contractor’s Signed Bid Proposal and Information Required of Bidder K. Designated Subcontractors List, if any
L. Bid Bond, Performance Bond, Labor & Materials Payment Bond, and any other Bonds as required by this Agreement
M. Insurance Certificates and Written Endorsements
N. Notice to Proceed (issued by the City)
O. Notice of Completion (issued by the City at final completion of the project) 01405.0006/857127.1 -3-
P. Guaranty Form
Q. All Changes Orders properly authorized after execution of Agreement.

The Contract Documents are incorporated into this Agreement and made part hereof. In the event of any conflict between the terms of the Contract Documents and this Agreement, the terms of this Agreement shall govern.

1.2 Incorporation of Greenbook.

The provisions of the 2018 Edition of the Standard Specifications for Public Works Construction, as updated by errata, (“Greenbook”) are incorporated herein as the Standard Specifications, except as explicitly modified herein or by the Contract Documents. In the event of any conflict between the provisions of the Greenbook and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Labor and Wage Laws.
(a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a public work as defined in Labor Code section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation. (b) Registration with DIR. Pursuant to Labor Code section 1771.1, Contractor and all subcontractors must be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work under this Agreement. (c) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code section 1771. Pursuant to Labor Code section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and on the DIR website at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement. If this Agreement is subject to the payment of federal prevailing wages under the Davis-Bacon Act (40 U.S.C. § 3141 et seq.), then Contractor shall pay the higher of either the state or federal prevailing wage applicable to each laborer.
(d) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit the sum of $200 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.
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(e) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Labor Code section 1776; certify and make such payroll records available for inspection as provided by Labor Code section 1776; and inform the City of the location of the records.

Contractor shall submit all required reporting and records directly to the DIR. (f) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(g) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day’s work. Contractor shall comply with and be bound by Labor Code section 1810.
(h) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such 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 Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay.
(i) Workers’ Compensation. California Labor Code sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code section 1861 and Section 5.1 and 5.2 of this agreement, 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.”
(j) Contractor’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor’s compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) 01405.0006/857127.1 -5-
of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.4 Compliance with Law.

All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of City and any federal, state or local governmental agency having jurisdiction in effect at the time services are rendered. City, and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns shall not be liable at law or in equity for failure of Contractor to comply with this Section.

1.5 Licenses, Permits, Fees and Assessments.

Contractor has California State Contractor’s License Board License Classification [LICENSE CLASS], No. [LICENSE NO.] and shall maintain said license and obtain and maintain, at its sole cost and expense, such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.6 Familiarity with Work.

By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the Scope of Work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder.

1.7 Discovery of Unknown Conditions.
(a) Pursuant to Public Contract Code section 7104, Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface or latent physical conditions at the site differing from those indicated by information about the site made available to bidders prior to the deadline for submitting bids on the project; or (iii) unknown physical conditions at the site of any unusual nature, different materially from those 01405.0006/857127.1 -6-
ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement.
(b) City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the work, shall issue a change order in accordance with this Agreement.
(c) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor’s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by the Agreement, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting Parties.

1.8 Unidentified Utilities.

To the extent required by Government Code section 4215, City will compensate Contractor for the cost of locating, repairing damage not due to the failure of Contractor to exercise reasonable care, and removing or relocating utility facilities not identified by City in the Contract Documents with reasonable accuracy, and for equipment on the project necessarily idled during such work.

Nothing herein shall be deemed to require City to indicate the presence of existing service laterals or appurtenances whenever the presence of such utilities on the project site can be inferred from the presence of other visible facilities, such as buildings, meters, and junction boxes, on or adjacent to the site of the construction; provided, however, nothing herein shall relieve City from identifying main or trunklines in the plans and specifications. If Contractor, while performing the work, discovers utility facilities not identified by City in the plans or specifications, Contractor shall immediately notify City and the utility in writing. This Agreement is subject to Government Code sections 4216 through 4216.9. Contractor must notify utilities and obtain an identification number before excavation or be subject to liability for damages to subsurface installations.

Pursuant to Government Code Sections 4216 through 4216.9, the methods used and costs involved to locate existing elements, points of connection and all construction methods are Contractor’s sole responsibility. Accuracy of information furnished, as to existing conditions, is not guaranteed.

Contractor, at its sole expense, must make all investigations necessary to determine locations of existing elements, which may include, without limitation, contacting U.S.A. alert and other private underground locating firm(s), and/or utilizing potholes, specialized locating equipment and/or hand trenching.

1.9 Trench Excavation.

Pursuant to Labor Code section 6705, if this Agreement is for more than $25,000 and requires the excavation of any trench or trenches five feet or more in depth, Contractor shall submit, in advance of such excavation, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. The plan shall be reviewed and accepted by the City, or a registered civil or structural engineer employed by the City to whom authority has been 01405.0006/857127.1 -7-
delegated, prior to the excavation. If the plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer. This section shall not be deemed to allow the use of a shoring, sloping, or protective system less effective than that required by the Construction Safety Orders. This subsection shall not be construed to impose tort liability on the City or any of its employees. Full compensation for sheeting, shoring, bracing, sloping, and all other provisions required for worker protection shall be considered as included in the contract price shown in the appropriate Bid item, and no additional compensation will be allowed therefor.

1.10 Protection and Care of Work and Materials.

The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, during the life of the Agreement, to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City’s own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work.

1.11 Warranty.

Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) calendar days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and/or replace any portions of the work (or work of other contractors or subcontractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work.

Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the 01405.0006/857127.1 -8-
City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense.

Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

1.12 Additional Work and Change Orders.
(a) City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless an authorized written change order is first given by the City to the Contractor, incorporating therein any adjustment in (i) the Compensation Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (“Change Order”). All Change Orders must be signed by the Contractor and City’s authorized representative, prior to commencing the extra work thereunder. (b) Any increase in compensation of up to [CONTINGENCY PERCENTAGE] of the Compensation Sum or any increase in the time to perform of up to [CONTINGENCY TERM] ☐calendar / ☐working days and which are not detrimental to the Work or to the interest of the City, may be approved by the City’s Director of Public Works or City Engineer, or either of their designees. Any greater increases, taken either separately or cumulatively, must be approved by the City Council.
(c) Any adjustment in the Compensation Sum for a Change Order must be in accordance with the rates set forth in the Contractor’s Bid. If the rates in the Contractor’s Bid do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and City’s Director of Public Works or City Engineer, or either of their designees. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: The cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted.
(ii) Materials and Equipment: The cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such 01405.0006/857127.1 -9-
detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors.
(e) No claim for an increase in the Compensation Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.13 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements,” attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement or the Bid Documents, the provisions of Exhibit B shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Compensation Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amount of _____________________________________________________ _______________ as set forth in Contractor’s Bid attached hereto as Exhibit A and incorporated herein by this reference (“Compensation Sum”). Subject to any additions or deductions that may be made by Change Order or amendment, and any penalties or damages that may be assessed against Contractor, Contractor shall receive a total compensation no greater than, including reimbursement of Contractor’s expenses, an amount not to exceed the contingency amount of ________________________________________________ plus the Compensation Sum for a total of [CONTRACT NOT-TO-EXCEED AMOUNT (BID+CONTINGENCY)] (“Contract Sum”) for completion of the work.

2.2 Invoices.
(a) Each month Contractor shall furnish to City an original invoice for all work performed during the preceding month using the form attached hereto as Exhibit E and incorporated herein by this reference. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. (b) All invoices shall include a copy of Contractor’s Certified Payroll and proof that Certified Payroll has been submitted to the DIR. Contractor shall also submit a list of the prevailing wage rates (including federal prevailing wage rates, if applicable) for all employees and subcontractors providing services under this Agreement, as applicable, with Contractor’s first invoice. If these rates change at any time during the term of the Agreement, Contractor shall submit a new list of rates to the City with its first invoice following the effective date of the rate change. 01405.0006/857127.1 -10-

2.3 Payment.
(a) Payments Made by City. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will cause Contractor to be paid any progress payment generally within thirty (30) calendar days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period.

In the event that City does not cause Contractor to be paid any progress payment within thirty (30) calendar days of receipt of an undisputed and properly submitted invoice and provided the Project is for construction, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) calendar days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. (b) Payments Made by Contractor to Subcontractors. Contractor shall remit payments owed to subcontractors within fifteen (15) calendar days after receiving payments by City if payments are owed by Contractor to any subcontractor qualifying as a small business enterprise, and within thirty (30) calendar days if payments are owed by Contractor to any subcontractor other than a small business enterprise.

2.4 Retention.

Pursuant to Section 9203 of the Public Contract Code, City will deduct a five percent (5%) retention from all progress payments, which shall be released to Contractor no later than sixty (60) calendar days from completion of the work. In the event of a dispute between City and Contractor, City may withhold from the final payment an amount not to exceed one hundred fifty percent (150%) of the disputed amount.

2.5 Waiver.

Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

2.6 Substitution of Securities.
(a) In conformance with the State of California Public Contract Code section 22300, Contractor may substitute securities for any monies withheld by the City to ensure performance under this Agreement.
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(b) At the request and expense of Contractor, Contractor has the option of establishing an escrow account with a state or federally chartered bank which shall serve as an escrow agent, for Contractor’s direct deposit of securities as a substitute for retention earnings required to be withheld by the City. Upon Contractor’s completion of its obligations hereunder, as evidenced by the City’s acceptance of the work pursuant to Section 3.4 hereof, the escrow agent shall return the securities to Contractor. The escrow agent shall notify the City within ten (10) calendar days after deposit of the securities. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention.

Securities shall be held in the name of the City and shall designate Contractor as the beneficial owner. Alternatively, on written request of Contractor, the City shall make payments of the retention earnings directly to the escrow account.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Schedule of Performance.

Contractor shall complete the Project within [DAYS] ☐calendar / ☐ working days (“Contract Time”) after receiving a “Notice to Proceed” from the City in accordance with any schedule contained in or required to be provided by the Proposal or Contract Documents, and any revisions thereof approved by the City in writing. All of Contractor’s work on the Project shall be completed within durations established for the individual activities as set forth in the Contract Documents, and any revisions thereof approved by the City in writing. Time is of the essence. If the work is not completed within said time periods, liquidated damages shall apply. The term of this Agreement shall expire one (1) year following City’s acceptance of the Project.

3.2 Liquidated Damages.

Pursuant to Government Code section 53069.85, if work is not completed in strict compliance with Section 3.1 of this Agreement or in strict accordance with the schedule of performance provided by any schedule contained in or required to be provided by the Contract Documents (such deadlines collectively referred to herein as “Agreement Deadlines”), it is understood, acknowledged and agreed that the City will suffer damage. It is therefore agreed that the Contractor and its sureties shall pay to the City the sum of $250.00 for each and every calendar day of delay beyond the completion date in Section 3.1 of this Agreement, or beyond any completion schedule, construction schedule or Project milestones established in or pursuant to the Contract Documents, or beyond the time indicated in the Contract Documents for any individual activity to be performed pursuant to the Agreement. Contractor expressly understands, acknowledges and agrees that such liquidated damages can and shall be imposed if the Contractor does not meet each and every aspect of any activity schedule, completion schedule, construction schedule or Project milestones established in or pursuant to the Contract Documents. If the City accepts work or makes any payment under this Agreement after a default by reason of delays, the acceptance of such work and/or payment(s) shall in no respect constitute a waiver or modification of any provisions regarding Agreement Deadlines, a completion schedule, the Project schedule or the accrual of liquidated damages. In the event the same is not paid, the Contractor further agrees that the City may deduct the amount thereof from any money due or that may become due the Contractor under the Agreement. This Section does not exclude recovery of damages under provisions of the Contract Documents, and is expressly in addition to the City’s ability to seek 01405.0006/857127.1 -12-
other damages. To the extent required by Government Code section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the work when such delay was caused by the failure of the City or owner of a utility to provide for removal or relocation of utility facilities.

3.3 Force Majeure.

The time period(s) specified in the Section 3.1 and pursuant to this Agreement for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, (with the express exception of delays arising from the impact of COVID-19 and its variants to the extent such impact is foreseeable or should have reasonably been foreseeable), if the Contractor shall within ten (10) calendar days of the commencement of such delay notify the Project Manager in writing of the causes of the delay. The Project Manager shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Project Manager such delay is justified. The Project Manager’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Final Acceptance.

Acceptance of the Project shall only be by action of the City. Neither the acceptance nor any prior inspections or failure to inspect shall constitute a waiver by City of any defects in the work. From and after acceptance, the Project shall be owned and operated by City. As a condition to acceptance, Contractor shall certify to City in writing that all of the work has been performed in strict conformity with the Agreement and that all costs have been paid or supplied to City for security required herein, satisfactory to City, guaranteeing such performance.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

Contractor’s ownership, management and licensing is tied to specific principal representatives (“Principals”) who are designated as [PRINCIPAL NAMES, TITLES, WORK PHONE AND WORK EMAIL]. The Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of the Project Manager. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify (and, as required by law, secure City approval in regards to 01405.0006/857127.1 -13-
subcontractors before changes in Contractor’s subcontractors, of) City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Contractor.

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

4.3 Project Manager.

The Project Manager shall be designated by the City’s Director of Public Works or City Engineer. It shall be the Contractor’s responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager. The Project Manager shall have authority, if specified in writing by the City’s Director of Public Works or City Engineer, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither City, nor any of its officers, employees or agents, shall have any control over the manner or means by which Contractor, or its officers, employees, agents or subcontractors, perform the services required herein, except as otherwise set forth herein. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it, or any of its officers, employees, agents or subcontractors, are officers, employees or agents of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. Contractor shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Contractor represents and warrants that the personnel used to provide services to City pursuant to this Agreement shall at all times be under Contractor’s exclusive control and direction. No City employee benefits shall be available to Contractor, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement. City shall not be liable for compensation or indemnification to Contractor, its officers, employees, agents or subcontractors, for injury or sickness arising out of performing services hereunder. In the event that Contractor or any officer, employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees’ Retirement System, to be classified as other than an independent contractor for City, then Contractor shall indemnify, 01405.0006/857127.1 -14-
defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Contractor, or any officer, employee, agent, or subcontractor Contractor used to provide services under this Agreement, is/are employees of City.

4.5 Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City and in compliance with the Subletting and Subcontracting Fair Practices Act, Public Contract Code section 4100, et seq.

Contractor shall be responsible for ensuring compliance by any subcontractor or lower tier subcontractor under it with this Agreement, all state and federal laws, codes and regulations, and municipal ordinances and regulations of City. All subcontractors shall obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be voidable at the option of City. No approved transfer shall release the Contractor, or any surety or insured of Contractor, of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

Prior to commencement of any services under this Agreement, and without limiting Contractor’s indemnification obligation to City, Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, as marked by checkmark, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, and attorneys of City. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor ninety (90) calendar days advance written notice of such change. If such change results in 01405.0006/857127.1 -15-
substantial additional cost to Contractor, City and Contractor may renegotiate Contractor’s compensation solely in regards to insurance coverage.
(a) ☒General liability insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office (“ISO”) form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. Limits shall be no less than $[AMOUNT] per occurrence for all covered losses, and no less than $[AMOUNT] general aggregate, for bodily injury, personal injury and property damage, and a $[AMOUNT] completed operations aggregate. Contractor must maintain a policy of commercial general liability insurance for as long as there is a statutory exposure to completed operations claims.
(b) ☒Automobile liability insurance. A policy of comprehensive automobile liability insurance, at least as broad as ISO form CA 00 01, written on a per occurrence basis covering bodily injury and property damage in an amount not less than $[AMOUNT] combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(c) ☒Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California (statutory limits) as well as a policy of employer’s liability insurance (with limits of at least $1,000,000), which shall each indemnify, insure and provide legal defense for Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Contractor in the course of carrying out the work or services contemplated in this Agreement. In addition, Contractor shall require each subcontractor to similarly maintain a policy of worker’s compensation insurances and employer’s liability insurance in according with the laws of the State of California for all of the subcontractor’s employees. (d) ☐Builder’s Risk Insurance. Contractor shall maintain, from upon commencement of work and through the entire duration of the Project until only the City has an insurable interest, Builder’s Risk (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions or provisional limit provisions. All subcontractors (excluding those solely responsible for design work) of any tier and suppliers shall be included as additional insureds as their interests may appear. Contractor shall not be required to maintain property insurance for any portion of the Project following transfer of control thereof to City. The policy shall contain a provision that all proceeds from the Builder’s Risk policy shall be made payable to the City. The City will act as a fiduciary for all other interests in the Project. Policy shall be provided for replacement value on an “all risk” basis for the completed value of the Project. There shall be no coinsurance penalty or provisional limit provision in any such policy. The policy must include: (1) coverage for any ensuing loss from faulty workmanship, nonconforming work, 01405.0006/857127.1 -16-
omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3) coverage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the Project; (4) ordinance or law coverage for contingent rebuilding, demolition, and increased costs of construction; (5) transit coverage (unless insured by the supplier or receiving contractor), with sub-limits sufficient to insure the full replacement value of any key equipment item; (6) ocean marine cargo coverage insuring any Project materials or supplies, if applicable; (7) coverage with sub-limits sufficient to insure the full replacement value of any property or equipment stored either on or off the Project site or any staging area. If the Project does not involve new or major reconstruction, then at the option of City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation, and testing at the Project site. (e) ☐Pollution Liability Insurance. Contractor shall maintain Environmental Impairment Liability insurance, written on a Contractor’s Pollution Liability form or other form acceptable to City providing coverage for liability arising out of sudden, accidental, and gradual pollution and remediation. The policy limit shall be no less than $[AMOUNT] per claim and in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites. (f) Excess Liability and Umbrella Liability Insurance. Excess liability insurance and/or umbrella liability insurance may be used to satisfy the obligations herein. If excess liability insurance is used then the policy shall meet all the requirements herein and be at least as broad as the primary coverages set forth herein. Such policy shall: 1) include a drop down feature requiring the policy to respond if primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; 2) be payable on behalf of wording as opposed to reimbursement; 3) have concurrency of effective dates with primary policies; 4) “follow form” to the underlying primary policies; and, 5) provide insureds, under primary policies required herein, shall be insureds under the excess liability policy.

5.2 General Insurance Requirements.
(a) Proof of Insurance, Enforcement and Notice. No work or services under this Agreement shall commence until both Contractor has provided City with insurance certificates, endorsement forms and appropriate insurance binders, signed by a person authorized by the Insurer to bind coverage on its behalf, evidencing the above insurance coverages, as well as said documentation is approved by City. City reserves the right to inspect complete, certified copies of, and endorsements to, all required insurance policies, at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Contractor or City 01405.0006/857127.1 -17-
will withhold amounts sufficient to pay premium from Contractor payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. (b) Cancellation/Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Contractor shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City.
(c) Additional Insureds. All of the above policies shall name City and its elected and appointed officers, employees, agents and designated volunteers (“City Parties”) as additional insureds and such coverage shall contain no special limitations on the scope of protection afforded to City and City Parties. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability, and policies of insurance shall not contain any cross-liability exclusions. (d) Primary, Subrogation, Contribution and Coverage. All of the above policies of insurance shall be primary insurance. The insurers for above policies, Contractor and any subcontractors are all deemed hereof to waive all rights of subrogation and contribution they may have against City or City Parties, and their respective insurers, and all insurance policies required herein shall be endorsed to waive such rights. Any insurance maintained by City or City Parties will apply in excess of, and not contribute with, Contractor’s insurance. If Contractor maintains broader coverage and/or higher limits than the minimum amounts provided herein, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City and City Parties. None of the coverages required herein will be in compliance with this Agreement if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Requirements of specific coverage features or limits contained herein are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any Party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
(e) Limitations, Self- Insured Retention and Deductibles. Contractor agrees that requirements of Article 5 shall not be construed as limiting in any way the extent to which Contractor may be held responsible for the payment of damages to any persons or property resulting from Contractor’s activities or the activities of any person or persons for which Contractor is otherwise responsible nor shall it limit Contractor’s indemnification liabilities as provided in Section 5.3. All insurance policies must specify that where the primary insured does not satisfy any self-insured retention, any additional insured may satisfy the self-insured retention 01405.0006/857127.1 -18-
(without impairment of obligation of primary insured under this Agreement to satisfy any selfinsured retention). Any deductibles or self-insured retentions must be declared to and approved by City. At City’s option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City and City Parties, or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, attorneys’ fees, defense expenses and claims.
(f) Completed operations coverage. Completed operations coverage shall extend a minimum of three 1 year after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the policy must include work performed “by or on behalf” of the insured. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer. (g) Pass through clause. Contractor agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of Article 5 of this Agreement. Contractor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the Project will be submitted to City for review.

5.3 Indemnification.
(a) General Obligations. Contractor agrees, to the maximum extent permitted by law, to indemnify, defend and hold harmless City and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns (each an “Indemnitee” and collectively, “Indemnitees”) against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “Claims or Liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (each an “Indemnitor” and collectively, “Indemnitors”), or arising from Indemnitors’ reckless or willful misconduct, or arising from Indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: 1) Contractor will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of Indemnitee(s) will reimburse and pay for all costs and expenses, including legal costs and attorneys’ fees, incurred by Indemnitee(s) in connection therewith; and, 2) Contractor will promptly pay any judgment rendered against Indemnitee(s) for any such Claims or Liabilities, and will save and hold Indemnitee(s) harmless therefrom.
(b) Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Contractor and shall survive termination of this Agreement. 01405.0006/857127.1 -19-
Contractor shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Contractor fails to do so Contractor shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively “City” for solely this Section 5.2(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City’s sole negligence, active negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Contractor and City, as to whether liability arises from the sole negligence, active negligence or willful misconduct of City, Contractor will be obligated to pay for City’s defense until either such time as a final judgment has been entered adjudicating, or agreement between the Parties is reached determining, City as solely negligent, actively negligent or responsible for willful misconduct.

Contractor will not be entitled in the absence of such a determination or agreement to any reimbursement of defense costs including but not limited to attorneys’ fees, expert fees and costs of litigation. In instances where City is shown to have been actively negligent and/or engaged in willful misconduct, and where City’s active negligence and/or willful misconduct accounts for only a percentage of the liability involved, the obligation of Contractor will be for that entire portion or percentage of liability not attributable to the active negligence and/or willful misconduct of City. 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 Section 5.2 of this Agreement. Such offset, if any, does not satisfy any amount, greater than the offset, due to City from Contractor.

5.4 Notification of Third-Party Claims.

Pursuant to Public Contract Code Section 9201, the City has full authority to compromise or otherwise settle any claim relating to this Agreement at any time. City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification.

5.5 Performance and Payment Bonds.

Concurrently with execution of this Agreement, unless otherwise expressly provided in the bid documents, Contractor shall deliver to the City all of the following bonds:
(a) A performance bond securing the faithful performance of this Agreement, in an amount not less than 100% of the Compensation Sum. (b) A payment bond, securing the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement, in an amount not less than 100% of the Compensation Sum.
01405.0006/857127.1 -20-
All bonds shall be on the applicable forms provided in Exhibit C and Exhibit D attached hereto and incorporated herein by this reference. The bonds shall each contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his/her power of attorney. The bonds shall be unconditional and remain in force during the entire term of the Agreement until released pursuant to Section 5.7 hereof.

5.6 Sufficiency of Surety.

Bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better. If the City determines that the work to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the bonds may be changed accordingly upon receipt of written notice from the City’s Risk Manager. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor’s compensation solely in regards to bond coverage.

5.7 Release of Securities.

City shall release the performance bond and payment bond when the following have occurred:
(a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under both the forms of the applicable bond attached to this Agreement as well as Article 5 of this Agreement;
(b) the Project has been accepted; and
(c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the payment bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Project Manager to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles, including but not limited to in accordance with the requirements of Labor Code section 1776, shall be complete and detailed, and shall be readily accessible. The Project Manager shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained either for a period 01405.0006/857127.1 -21-
of no less than three (3) years following completion of the services hereunder, or for such period of time as required by applicable law, whichever period of time is longer. City shall have access to such books and records in the event any audit is required. In accordance with Government Code section 8546.7 records of both the City and the Contractor shall be subject to examination and audit by the Auditor General for a period of three (3) years after final payment. Contractor shall fully cooperate with the City in providing access to any and all Contractor books and records, and any other applicable documents, if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Contractor shall periodically submit written reports to the Project Manager concerning performance of the services, upon request, and/or as necessary for Project Manager to be informed of both performance of services as well as any decisions which must be made by City or Project Manager. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein, Contractor shall promptly notify the Project Manager of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared (regardless of whether complete or incomplete) by Contractor, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Project Manager or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents and materials under express condition that Contractor agrees such documents and materials are the sole property of City. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in its performance of this Agreement shall be considered confidential, unless such information is in the 01405.0006/857127.1 -22-
public domain. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Project Manager. (b) No news releases, including photographs, public announcements, or confirmations of the same, of any part of the work, shall be made without prior written authorization from City. Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Project Manager or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Contractor immediately gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct. (d) As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Contractor shall immediately notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder; b) City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding; and, c) Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Orange, State of California.

7.2 Default of Contractor.
(a) It is City's right to suspend or terminate this Agreement upon the occurrence of any of the following events by default of Contractor: (1) Contractor refuses or fails to perform the work required under this Agreement with diligence to ensure timely completion of the Project pursuant to Section 3.1; (2) Contractor fails to comply with the provisions of this Agreement; (3) Contractor violates any ordinance, regulation, state or federal law which applies to its performance 01405.0006/857127.1 -23-
under this Agreement; (4) Contractor files bankruptcy or otherwise becomes insolvent; (5) Contractor makes a general assignment for the benefit of creditors; (6) a trustee or receiver is appointed for the Contractor or his property; (7) Contractor repeatedly fails to supply sufficient skilled workers or suitable materials or equipment; (8) Contractor has abandoned the work or the Project, and/or; (9) Contractor disregards proper directives of the architect, inspector, or Project Manager under the Contract Documents. It will be at City's sole discretion to allow Contractor to remedy each cause for the termination without waiving City's right to terminate this Contract or restricting any other right or remedy under this Contract or law. (b) In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate or suspend this Agreement immediately by written notice to Contractor. If the Project Manager determines that Contractor is in default in the performance of any of the terms or conditions of this Agreement, the Project Manager shall cause to be served upon Contractor a written notice of the default. Contractor shall have ten (10) calendar days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. (c) Contractor shall be liable for damages sustained by City from the termination of the Agreement under this Section 7.2, including, but not limited to, all cost necessary for repair and completion of the work. City shall have the right to withhold monies otherwise payable to Contractor until the Project is complete. If City incurs additional costs, expenses, or other damages due to the failure of Contractor to perform the work pursuant to this Agreement, said expenditures shall be deducted from the amounts withheld (and if such deduction does not fully compensate City for said expenditures, then Contractor remains fully liable for the remaining balance owed to City). Should there be a balance of monies held after all expenses have been paid, the balance will be paid to Contractor upon completion of the Project.

7.3 Suspension or Termination.

The City may at any time, for any reason (including but not limited to for City’s convenience, environmental considerations, or when it is in the best interests of the City), with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon Contractor at least ten (10) calendar days prior written notice. Upon receipt of said notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends a portion of this Agreement such suspension shall not make void or invalidate the remainder of this Agreement. Upon termination, Contractor shall be entitled to compensation for completion of any portion of the Project accepted by City up to the effective date of termination unless any portion of the Project is accepted by City after termination in which event Contractor shall be paid for such completed portion. Upon receipt of a termination notice, Contractor shall immediately discontinue the work and placement of orders for materials, facilities and supplies in connection with the performance of this Agreement, unless otherwise directed in the notice. Contractor shall promptly deliver to City all completed work, including plans, as-builts, forms, reports, and products. Any dispute regarding the amount owed to Contractor shall not 01405.0006/857127.1 -24-
diminish the right of City to receive and use such documents or materials. Contractor shall not be entitled to any claim or lien against City for any additional compensation or damages in the event of termination of this Agreement.

7.4 Dispute Resolution Process.

In the event of any dispute or controversy with the City over any matter whatsoever, the Contractor shall not cause any delay or cessation in or of work, but shall proceed with the performance of the work in dispute. The Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the Parties. The disputed work will be categorized as an “unresolved dispute” and payment, if any, shall be as later determined as set forth below. The Contractor shall keep accurate, detailed records of all disputed work, claims and other disputed matters.

Section 20104 et seq. of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial-supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims.

The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes.

For purposes of these procedures, “claim” means a separate demand by the Contractor, after the City has denied Contractor’s timely and duly made request for payment for extra work and/or a time extension, for (A) a time extension, (B) payment of money or damages arising from work done by or on behalf of the Contractor pursuant to the Agreement and payment of which is not otherwise expressly provided for or the Contractor is not otherwise entitled to, or (C) an amount the payment of which is disputed by the City.

The following requirements apply to all claims to which this section applies:
(a) Claim Submittal. The claim shall be in writing and include the documents necessary to substantiate the claim. Claims governed by this procedure must be filed on or before the date of final payment. Nothing in this section is intended to extend the time limit or supersede notice requirements otherwise provided in the Agreement for the filing of claims, including all requirements pertaining to compensation or payment for extra work, disputed work, and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon. (b) Supporting Documentation. The Contractor shall submit all claims in the following format:
(i) Summary of the claim, including references to the specific Contract Document provisions upon which the claim is based.
(ii) List of documents relating to claim: (a) Specifications, (b) Drawings, (c) Clarifications (Requests for Information), (d) Schedules, and (e) Other. (iii) Chronology of events and correspondence related to the claim. 01405.0006/857127.1 -25-
(iv) Statement of grounds for the claim.
(v) Analysis of the claim’s cost, if any.
(vi) Analysis of the claim’s time/schedule impact, if any. (c) City’s Response. Upon receipt of a claim pursuant to this section, City shall conduct a reasonable review of the claim and, within a period not to exceed 45 calendar days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 calendar days after the City issues its written statement. (i) If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the City Council does not meet within the 45 calendar days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the City Council after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion. (ii) Within 30 calendar days of receipt of a claim, the City may request in writing additional documentation supporting the claim or relating to defenses or claims the City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of City and the Contractor.
(iii) The City’s written response to the claim, as further documented, shall be submitted to the Contractor within 30 calendar days (if the claim is less than $50,000, within 15 calendar days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.
(d) Meet and Confer. If the Contractor disputes the City’s written response, or the City fails to respond within the time prescribed, the Contractor may so notify the City, in writing, either within 15 calendar days of receipt of the City’s response or within 15 calendar days of the City’s failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the City shall schedule a meet and confer conference within 30 calendar days for settlement of the dispute.
(e) Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 calendar days after the City issues its written statement.

Any disputed portion of the claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed 01405.0006/857127.1 -26-
portion of the claim has been identified in writing, unless the Parties agree to select a mediator at a later time.
(i) If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third Party to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. (ii) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the Parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section. (iii) Unless otherwise agreed to by the City and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has been commenced. (iv) All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is completed. (f) City’s Responses. The City’s failure to respond to a claim from the Contractor within the time periods described in this section or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the City’s failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility of qualifications of the Contractor. City’s failure to respond shall not waive City’s rights to any subsequent procedures for the resolution of disputed claims.
(g) Government Code Claims. If following the mediation, the claim or any portion remains in dispute, the Contractor must comply with the claim procedures set forth in Government Code section 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, construction claims, and/or changed conditions, including any required mediation, have been followed by Contractor. If no such Government Code claim is submitted, or if the prerequisite contractual requirements are not satisfied, no action against the City may be filed. A Government Code claim must be filed no earlier than the date that Contractor completes all contractual prerequisites to filing a Government Code claim, including any required mediation. A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted. For purposes of Government Code section 900 et seq., the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim to the City until the time the claim is denied, including any period of time utilized by the meet and confer conference or mediation that does not result in a complete resolutions of all claims.
01405.0006/857127.1 -27-
(h) Civil Actions for Claims of $375,000 or Less. The following procedures are established for all civil actions filed to resolve claims totaling $375,000 or less:
(i) Within 60 calendar days, but no earlier than 30 calendar days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both Parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the procedures in this Section. The mediation process shall provide for the selection within 15 calendar days by both Parties of a disinterested third person as mediator, shall be commenced within 30 calendar days of the submittal, and shall be concluded within 15 calendar days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court or by stipulation of both Parties. If the Parties fail to select a mediator within the 15- day period, either Party may petition the court to appoint the mediator. (ii) If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1141.11 of that code. The Civil Discovery Act (Title 4 (commencing with Section 2016.010) of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration.
(iii) Upon stipulation of the Parties, arbitrators appointed for these purposes shall be experienced in construction law, and, upon stipulation of the Parties, mediators and arbitrators shall be paid necessary and reasonable hourly rates of pay not to exceed their customary rate, and such fees and expenses shall be paid equally by the Parties, except in the case of arbitration where the arbitrator, for good cause, determines a different division. (iv) In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, any Party who after receiving an arbitration award requests a trial de novo but does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, pay the attorney’s fees of the other Party arising out of the trial de novo.

7.5 Waiver.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of noncompliance with any requirement of this Agreement imposes no additional obligations on City nor 01405.0006/857127.1 -28-
does it waive any rights hereunder. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

7.6 Rights and Remedies Are Cumulative.

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

7.7 Unfair Business Practices Claims.

Pursuant to Public Contract Code section 7103.5, in entering into this Agreement, Contractor offers and agrees to assign to the 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. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City tenders final payment to the Contractor without further acknowledgment by the Parties.

7.8 Legal Action. In addition to any other rights or remedies, and as consistent with this Agreement and applicable law, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.9 Attorneys’ Fees. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing Party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees. Attorneys’ fees shall include attorneys’ fees on any appeal, and a Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, consultants’ fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.
01405.0006/857127.1 -29-

8.2 Conflict of Interest.

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

City, in its sole discretion, shall determine the existence of a conflict of interest and may terminate this Agreement in the event such a conflict of interest exists upon sending Contractor written notice describing the conflict. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects their financial interest or the financial interest of any corporation, partnership or association in which they are, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

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

Contractor shall require the foregoing covenants to be placed in agreements with all subcontractors.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Provisions Required By Law.

Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein, and the Agreement shall be read and enforced as though it were included herein. If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of either Party, the contract shall forthwith be physically amended to make such insertion or correction.

9.2 Notices.

Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not 01405.0006/857127.1 -30-
limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, in the case of City addressed to the name and title of the Project Manager, at City of Cypress, 5275 Orange Ave Cypress CA 90630, and in the case of Contractor, to the person(s) at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.3 Interpretation.

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

9.4 Counterparts.

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

9.5 Integration; Amendment.

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

9.6 Severability.

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

9.7 No Undue Influence.

Contractor declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City has or will receive 01405.0006/857127.1 -31-
compensation, directly or indirectly, from Contractor, or from any officer, employee or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling City to remedies for default in Section 7.2 and any and all remedies at law or equity.

9.8 Unauthorized Aliens.

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

9.9 Corporate Authority.

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

01405.0006/857127.1 -32-
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CYPRESS, a California municipal
corporation

Peter Grant, City Manager
ATTEST:

Alisha Farnell, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

Fred Galante, City Attorney
CONSULTANT:
___________________, a ____________________
By:

Name:

Title:

By:

Name:

Title:

Address:

Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code § 313.)

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,

ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF ORANGE
On __________, 202_ before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

EXHIBIT A
CONTRACTOR’S BID

SEE ATTACHED
Work Order Signature Document
EZIQC Contract No.: CA-R8-RW-101723-RWR
City of Cypress-Community Center Roofing Project
New Work Order
126280.00
Modify an Existing Work Order
Work Order Title:

Work Order Number.: Work Order Date:

X
03/12/2024
Contractor Name:

Contact:

Phone:

Contact:

Phone:

Bill LaMontagne
909-350-8490
Owner Name: City of Cypress
Nick Mangkalakiri
(714) 229-6729
Rite-Way Roofing Corporation
Work to be Performed
Work to be performed as per the Final Detailed Scope of Work Attached and as per the terms and conditions of Sourcewell EZIQC Contract No CA-R8-RW-101723-RWR.

Brief Work Order Description:

Roofing
Liquidated Damages Will apply: Will not apply:

Estimated Completion Date:

Time of Performance Estimated Start Date:

X
Work Order Firm Fixed Price: $520,593.53
Owner Purchase Order Number:

Approvals
City of Cypress Date Contractor Date

2.00

Page 1 of 1 ends

3/12/2024
Work Order Signature Document

3.00 Detailed Scope of Work
To: Bill LaMontagne From: Nick Mangkalakiri
Rite-Way Roofing Corporation City of Cypress
15426 Arrow Route 5275 Orange Avenue
Fontana, CA 92335 CYPRESS, CA 90630
909-350-8490 (714) 229-6729
Work Order Number:

Date Printed: March 12, 2024
126280.00
Work Order Title: City of Cypress-Community Center Roofing Project Brief Scope: Roofing
Preliminary Revised X Final
The following items detail the scope of work as discussed at the site. All requirements necessary to accomplish the items set forth below shall be considered part of this scope of work.

See attached
Subject to the terms and conditions of ezIQC Contract CA-R8-RW-101723-RWR.

Contractor Date
City of Cypress Date

Page 1 of 1 ends

3/12/2024
Scope of Work
3/11/24
1 of 4 Owners Initials_______
Rite-Way Roof Corporation
Commercial Roof Services- CA License # 661941 C-39
15425 ARROW RT. FONTANA, CA. 92335 * 909-350-8490 * FAX 909-350-8477 Scope Of Work For:

City of Cypress
Community Center Bldg.

Attn.:

Property: 5700 Orange Ave.

Cypress, CA 90630
PVC Roofing System
Prices based on Prevailing wage rates during normal working hours between 6am and 6pm, no weekend or after hour work has been figured. Based on good access to building over grass area for demo, load, and staging next to building in Parking lot.

1.1-Contractor will supply all necessary labor, materials, and equipment to complete the following installation of a new PVC roof at low slope area per manufacturer’s specifications as follows:

1.1 Scope Includes:
 Remove existing (approximately 25,200 sf) one layer of single ply roofing and coverboard over wood deck and (approximately 3,800 sf) wall flashing roofing material, approximately 29000 total sq. ft. including wall flashings, down to deck and haul away all debris. Remove approximately 1150’ lf. of existing clad metal parapet cap flashing metal and haul away as trash.  Remove and replace up to 10% of existing roof sheathing as needed for contingency. Unused decking will be credited back.
 Install new ½” plywood over the existing stucco at stairwell walls in order to roof over the walls.

Existing stairwell roof will be sloped to drain water.
 Remove and reinstall existing antenna mounted to stairwell walls.  Install three (3) new aluminum exterior mounted ladders with safety walk through at locations identified on roof plans.
 Install new tapered crickets to the roof to eliminate ponding conditions.  Install new retrofit drains to all existing drain locations. Does not include overflows except where overflow drain has a bowl installed.
 Mechanically attach (approximately 25,200 square feet) one (1) layer of 1/2” Dens Deck Prime cover-board over wood deck and tapered insulation per manufactures specifications.  Fully adhere (approximately 25,200 square feet) one (1) layer of 60-mil. PVC single-ply roof membrane per manufacturer’s specifications to the field of the roof.  Fully-adhere (approximately 3,800 square feet) one (1) layer of 60-mil PVC single-ply membrane at all vertical walls and curb flashings with low VOC bonding adhesive.  Flash, exhaust fans, A/C curbs, A/C duct curbs, and pipe penetrations per manufacturer’s specifications. Seal and caulk all terminations.
 Approximately 170’ lf. of aluminum termination bar installed and sealed.  Install approximately 1150’lf of new 24 ga. Kynar finished metal with 22 gauge cleat along parapet wall.
 Install approximately 80’ linear feet of new 8” stretch out - 24 gauge PVC coated clad metal drip edge.
3/11/24
2 of 4 Owners Initials_______
 Install two (2) new kynar finished leader head and down spouts at main entry roof canopy area.
 Up to 370’ lineal feet of walk-pads are included in bid to be install at roof access hatch and around serviceable HVAC units per roof plan.
 Install new Dura-blok pipe supports to roof top pipes as needed.  Supply a 2-year contractor workmanship warranty.
 Supply a 20-year manufacturer’s NDL warranty.

Exclusions: Abatement and or testing of any kind, All Sheet metal other than what is specifically mentioned herein, Light weight insulating concrete of any kind, Lead sheets or Lead flashings (single ply roof no lead needed), Copper or Stainless Steel flashings, Gutters, Splash pans or blocks, Solar panel Removal or Reinstallation, Skylights, Wood Nailers, Wood Blocking, Raising of any equipment curb or platform, Vapor barrier, Expansion joints, Any wood work Not called out above, Waterproofing, Electrical Work of any kind, Deck Wall or Traffic Coatings, Any mechanical work including disconnect and reconnect, Duct repair or sealing, Interior Damages, Interior protection, Temporary Roofing of any kind, Water testing, Scaffolding, Over time Wages , Permits, and Shop Drawings.  LIC#: 661941
 CLASSIFICATIONS: C-39
 SMALL BUSINESS CERTIFIED CONTRACTOR #38907.
 PWCR# (DIR): 1000001946
Roof Diagram
Notes:
3/11/24
3 of 4 Owners Initials_______

1. All Safety Standards per CAL/OSHA will be adhered to. Any additional safety requirements beyond CAL/OSHA standards may result in an additional surcharge.

2. Prices are good for 30 days from the bid date unless otherwise noted.

3. All work to be completed in a workmanlike manner according to standard practices.

4. Overtime requirements due to inclement weather, other trade delays and/or delays not related to Rite-Way Roof are not included in this price.

5. Our price to perform this work includes all applicable insurance, taxes, labor, material and equipment.

6. Due to insurance and safety concerns, no work will be performed during inclement or adverse weather conditions i.e., rain or severe wind.

7. Clean up and haul off all our roofing debris.

8. Owner acknowledges that, while contractor may make observations about the general condition of the roof(s) being serviced, nothing in this agreement creates any obligation on the part of contractor to warn, advise or make recommendations to owner concerning conditions observed other than the immediate area(s) repaired by contractor.

9. Above pricing is based off being able to re-use all existing material that needs to be removed for the new roofing installation, no new metal roofing has been included in the price, if the panels cannot be removed without being damaged, additional costs for new material will need to be approved through a change order, RWR will not be responsible for the additional cost.

Rite-Way Roof Corporation Owner or Representative:

By: ___________________ By: ________________________
Bill LaMontagne, Vice President Title _______________________ Prices Good for Thirty (30) days
Express Warranty. Rite Way Roof Corporation (“RWC”) expressly warrants that the work performed pursuant to this Proposal and Contract (“the Work”) will be free from any defect for a period of one (1) years from substantial completion of the Work, subject to the following definitions and limitations:

The parties agree that, for the purpose of this proposal and contract and the work performed by RWC, the term “defect” is defined and limited to an item of workmanship which:

1. Falls below the reasonable standard of care in RWC’s trade, when considered in light of the conditions present at the property in question, or

2. A material deviation from the approved specifications for the Work; and which

1. Causes damage to another component of the improvements which comprise the property in question, or

2. Significantly diminishes the expected usable life of the Work.

Warranty Limitations and Exclusions. RWC’s liability to the property owner pursuant to this warranty shall be limited to RWC’s labor and material costs to remedy any claimed defect it determines to in fact exist.

This warranty is limited only to those materials supplied and installed by RWC, and specifically excludes:

1. Existing materials salvaged by RWC and utilized in the course of the Work;

2. Any defect or other condition in other components of the property which interface with, or are located adjacent to, the Work. The property owner shall be solely responsible for conducting any inspections he or she deems necessary to inspect other portions of the property. Owner expressly acknowledges and agrees that RWC is under no duty to advise Owner of any conditions existing or discovered outside the scope of RWC’s Work;

3. Any damage to personal property, contents or other portions of the property caused by water intrusion during RWC’s performance of the Work, regardless of cause.

Commencement of the Warranty Period. The warranty period shall commence upon substantial completion of RWC’s Work. In the case of multiple buildings or structures, the warranty provided by RWC shall commence upon substantial completion of RWC’s Work on each such structure.

Warranty Claims. In order to invoke the warranty provided by RWC, the property owner must provide written notice of any defect which it believes to exist within the Work. RWC shall have twenty (20) days from the date of the written notice to make those repairs it determines are reasonably necessary to remedy the claimed defect.

Voiding of Warranty. This warranty shall be void in the event of any of the following:

1. Inadequate maintenance of the roof systems which comprise the Work by the Owner;

2. Any modification or repair of the Work by any third party; or

3. Failure to provide Contractor with written notice of any claimed defect and sufficient time to remedy the claimed defect as provided for in this Proposal and Contract.

Investigation of Warranty Claims. The property owner understands and acknowledges that a roof may leak for a number of reasons not related to any defect in the Work including, but not limited to: fire, earthquake, extreme wind, hail or distortion, warping, settlement or other defects in the foundation (roof deck) upon which the roof is applied and rests, excessive foot traffic, tree droppings, tree branch contact and acts of vandalism. Further, a roof may leak as a result of defects in components outside the scope of the Work including, but not limited to, leaks through the skylights, air conditioning units, vents, or other sheet metal installations.

In the event the property owner makes a claim pursuant to RWC’s express warranty which is determined to not in fact be a defect, the property owner understands and agrees that they will be responsible for all costs and fees charges by RWC to perform its investigation. These fees and costs will include an hourly charge for the investigation, as well as the cost of any materials used by RWC in the course of the investigation. The property owner agrees that these charges will be paid upon presentation of RWC’s invoice.
3/11/24
4 of 4 Owners Initials_______
Water Leaks During Work. Sudden rains may occur without warning. RWC has no control over the weather, and cannot ensure that weather conditions will be suitable for the duration of the Work. The property owner understands and agrees that RWC will have no liability of responsibility for damage to any person property, contents, or other components of the property caused by water or rain damage which occurs during the Work.

No Duty Beyond Work. In the course of preparing this Proposal and Agreement, and in performing the Work, RWC may make observations or recommendations about other aspects or components of the property. The property owner understands and agrees that, in making any observations, statements or recommendations, RWC is not acting as a consultant. The property owner agrees that he or she is not in any way relying upon any statements, observations or recommendations made by RWC pertaining to any item outside the scope of the Work. RWC shall have no liability to the property owner or any other party which extends beyond the scope of the Work in any manner, fashion or respect.

Extras to the Work. During progress of construction, the property owner may order extra work beyond the scope of Work identified in this Proposal and Contract. The amount for such extra work shall be determined in advance if possible. Otherwise, the property owner will be charged for RWC’s actual cost of labor, materials, and all other direct allocable costs plus 22% for RWC’s overhead and fee. All sums for extras shall be due and payable in advance of the work performed unless agreed in writing that it is payable at any other time.

Delays in Completion of the Work. RWC shall not be responsible for delays incurred as a result of acts of neglect or omission of the property owner or his or her employees or agents, acts of God, stormy or inclement weather, strikes, lockouts, boycotts, or other labor union activities, extra work ordered by the property owner, acts of public enemy, riots or civil commotion, inability to secure material through regular recognized channels, imposition of government priority or allocation of materials, failure of Owner to provide payments when due, or delays caused by inspections, or changes ordered by the inspectors of governmental bodies concerned, or other causes beyond the control of RWC.

Unless otherwise agreed in writing by the parties, the property owner understands and agrees that property owner is not relying upon any representations made by RWC with regard to the total time duration for completion of the Work. The property owner has been advised and understands that a fixed-duration agreement, subject to the exceptions set forth above, may be negotiated with RWC for an additional fee.

Access to the Property. The property owner agrees to grant free access to work areas for workmen and vehicles and shall allow areas for storage of materials and debris.

1. The property owner agrees to keep driveways clear and available for movement and parking of trucks during normal work hours.

2. The property owner understands and agrees that RWC and its workmen shall not be expected to keep gates closed for animals or children.

3. The property owner agrees that RWC shall have no liability or responsibility for and damage to driveways, walks, lawns, shrubs or other vegetation, caused by movement of trucks, men, equipment, materials, debris, etc.

4. The property owner understands and agrees that adequate access will be provided to all portions of the property in order for RWC to complete the Work. The property owner understands and agrees that RWC will charge a minimum of $400 above and beyond the price set forth in this Proposal and Agreement for each trip to the property at which access to the property is not available.

Right to Stop Work. RWC may stop its work if payments are not made by the property owner when due. In the event RWC’s work should be stopped by order of any court or other authority or by the property owner for a period of sixty (60) days or more, RWC may, at its option, demand and receive payment for all work executed and materials supplied (inclusive of profit and overhead) as of the date of the work stoppage.

Replacement of Antennas. The property owner understands and agrees that RWC shall not be responsible for removal or reinstallation of antennas or satellite dishes.

The property owner understands that RWC may charge an additional fee in addition to the price set forth in this Proposal and Agreement to remove or replace antennas or satellite dishes, should it elect to perform such removal or replacement.

Interest on Unpaid Balance. All invoices provided by RWC are due and payable upon presentation to the property owner. RWC shall be entitled to collect interest at the rate of one and one-half (1-1/2%) per month on any unpaid balance. Any partial payments made by the property owner will be first applied to accrued interest. Any remaining monies will then be applied to reduce the outstanding principal balance.

Arbitration. RWC and the property owner agree that any dispute arising out of or in any way pertaining to any claim of defects in the Work or breach of the warranty provided by RWC shall be submitted to the American Arbitration Association for binding arbitration. The property owner understands and acknowledges that, by entering into this Proposal and Agreement, he or she is waiving the right to file suit and receive a jury trial, as well as to appeal the binding decision of the arbitrator.

For the purpose of the arbitration proceedings, any demand for arbitration shall be filed with the office of the American Arbitration Association located closest to the property.

This provision does not apply to any action instituted by RWC for collection of monies due or as a result of the property owner’s breach of this Proposal and Agreement.

Attorney Fees. In the event any claim, demand, arbitration proceeding or lawsuit should be made or instituted in connection with or in any way pertaining to this Proposal and Agreement or the work, RWC shall be entitled to reimbursement for its reasonable attorney fees and costs incurred by it. Recoverable costs shall include court costs, filing fees, arbitration fees, expert fees and expert costs.

Integrated Agreement/Amendment. Both RWC and the property owner agree that the terms set forth in this Proposal and Agreement constitute the full and complete agreement of the parties, and is intended to constitute a fully integrated contract agreement under California law. The property owner acknowledges and agrees that RWC has made no promises, representations of fact or warranties except as set forth in this Proposal and Agreement.

The terms of this Proposal and Agreement may only be modified by another written agreement.

Agreement Binding When Signed. This Proposal and Agreement is only binding upon its execution by the property owner and an officer or principal of RWC.

CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS STATE LICENSE BOARD. ANY QUESTIONS CONCERNING THE

RESPONSIBILITIES OF A CONTRACTOR MAY BE REFERRED TO REGISTRAR OF THE BOARD WHOSE ADDRESS IS CONTRACTORS STATE LICENSE BOARD, 1020 “N” STREET, SACRAMENTO, CALIFORNIA 95814.

4.00 Contractor's Price Proposal - Summary
Owner PO #:

City of Cypress-Community Center Roofing Project
126280.00
IQC Master Contract #: CA-R8-RW-101723-RWR
Work Order #:

Title:

Re:

Date: March 12, 2024
Proposal Value:

Contractor: Rite-Way Roofing Corporation
$520,593.53
Section - 01 General Requirements $24,952.30
Section - 05 Metals $5,364.25
Section - 06 Wood, Plastics, and Composites $16,420.58
Section - 07 Thermal and Moisture Protection $473,375.34 Section - 23 Heating, Ventilating, and Air-Conditioning (HVAC) $481.06 Proposal Total
Thisl total represents the correct total for the proposal. Any discrepancy between line totals, sub-totals and the proposal total is due to rounding.
$520,593.53
The Percentage of NPP on this Proposal: %

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3/12/2024
Contractor's Price Proposal - Summary

5.00 Contractor's Price Proposal - Detail
City of Cypress-Community Center Roofing Project
126280.00
IQC Master Contract #: CA-R8-RW-101723-RWR
Work Order #:

Owner PO #:

Title:

Re:

Date: March 12, 2024
Proposal Value:

Contractor: Rite-Way Roofing Corporation
$520,593.53
Labor Equip. Material (Excludes)
Sect. Item Mod. UOM Description Line Total
Section - 01
01 22 16 00 0002 Reimbursable FeesReimbursable Fees will be paid to the contractor for eligible costs as directed by Owner. Insert the appropriate quantity to adjust the base cost to the actual Reimbursable Fee. If there are multiple Reimbursable Fees, list each one separately and add a comment in the "note" block to identify the Reimbursable Fee (e.g. sidewalk closure, road cut, various permits, extended warranty, expedited shipping costs, etc.). A copy of each receipt, invoice, or proof of payment shall be submitted with the Price Proposal. 1 EA $11,206.51
Installation x x = 11,206.51
Quantity Unit Price Factor Total
10,187.74 1.00 1.1000
Reimbursable Bonding Fees: $509,387.02 * 2%=$10,187.74
01 22 23 00 1076 10,000 LB Straight Mast, Rough Terrain Construction Forklift With Full-Time Operator
2 MO $31,899.55
Installation x x = 31,899.55
Quantity Unit Price Factor Total

1.00 23,464.18 1.3595
Material handling, operator req'd only 25% of time. Difficult access roof. 3 01 22 23 00 1076 0035 MOD For Equipment Without Operator, Deduct -$24,187.66 Installation x x = -24,187.66
Quantity Unit Price Factor Total

0.90 -19,768.43 1.3595
4 01 56 26 00 0005 LF Temporary 6' High Chain Link Fence And Posts, Up To 6 Months $793.95 Installation x x = 793.95
Quantity Unit Price Factor Total

80.00 7.30 1.3595
Temporary fencing at staging area.
5 01 56 26 00 0005 0072 MOD For Each LF Shade Cloth, Add $277.34 Installation x x = 277.34
Quantity Unit Price Factor Total

80.00 2.55 1.3595
01 71 13 00 0004 First 25 Miles, Equipment Delivery, Pickup, Mobilization And Demobilization Using A Tractor Trailer With Up To 53' BedIncludes loading, tie-down of equipment, delivery of equipment, off loading on site, rigging, dismantling, loading for return and transporting away. For equipment such as bulldozers, motor scrapers, hydraulic excavators, gradalls, road graders, loader-backhoes, heavy duty construction loaders, tractors, pavers, rollers, bridge finishers, straight mast construction forklifts, telescoping boom rough terrain construction forklifts, telescoping and articulating boom man lifts with >40' boom lengths, etc.
6 EA $2,026.17
Installation x x = 2,026.17
Quantity Unit Price Factor Total

1.00 1,490.38 1.3595
Delivery of fork lift.
01 74 19 00 0016 40 CY Dumpster (5 Ton) "Construction Debris"Includes delivery of dumpster, rental cost, pick-up cost, hauling, and disposal fee. Non-hazardous material. 7 EA $2,936.44
Installation x x = 2,936.44
Quantity Unit Price Factor Total

3.00 719.98 1.3595
Disposal of demolished roof material + general construction debris Subtotal for Section - 01 $24,952.30
Section - 05

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3/12/2024
Contractor's Price Proposal - Detail
Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 126280.00
City of Cypress-Community Center Roofing Project
Section - 05
8 05 51 33 13 0002 VLF 20" Wide Vertical Steel Ladder Primed $496.05 Installation x x = 496.05
Quantity Unit Price Factor Total

4.00 91.22 1.3595
48" Aluminum Wall ladder with Walk through hand rails.
9 05 51 33 13 0002 0042 MOD For Aluminum, Add $139.27
Installation x x = 139.27
Quantity Unit Price Factor Total

4.00 25.61 1.3595
10 05 51 33 13 0002 VLF 20" Wide Vertical Steel Ladder Primed $1,041.71 Installation x x = 1,041.71
Quantity Unit Price Factor Total

8.40 91.22 1.3595
101" Aluminum Wall ladder with Walk through hand rails. 11 05 51 33 13 0002 0042 MOD For Aluminum, Add $292.46
Installation x x = 292.46
Quantity Unit Price Factor Total

8.40 25.61 1.3595
12 05 51 33 13 0002 VLF 20" Wide Vertical Steel Ladder Primed $1,041.71 Installation x x = 1,041.71
Quantity Unit Price Factor Total

8.40 91.22 1.3595
101" Aluminum Wall ladder with Walk through hand rails. 13 05 51 33 13 0002 0042 MOD For Aluminum, Add $292.46
Installation x x = 292.46
Quantity Unit Price Factor Total

8.40 25.61 1.3595
05 51 33 13 0007 20" Wide Vertical Steel Ladder Walk-Thru Handrails, PrimedExtends 42" above landing surface. Includes mounting bracket.
14 EA $1,482.05
Installation x x = 1,482.05
Quantity Unit Price Factor Total

3.00 363.38 1.3595
Aluminum Wall ladder Pass through hand rails.
15 05 51 33 13 0007 0042 MOD For Aluminum, Add $578.54
Installation x x = 578.54
Quantity Unit Price Factor Total

3.00 141.85 1.3595
Subtotal for Section - 05 $5,364.25
Section - 06
16 06 16 33 00 0004 SF 1/2" Thick CDX Plywood Roof DeckingApplied to wood rafters. $706.51 Installation x x = 706.50
Quantity Unit Price Factor Total
256.00 2.03 1.3595
Exterior grade plywood sheathing installed over Stucco Wall at Stairwell in order to roof entire wall. 17 06 16 33 00 0004 0006 MOD For Exterior CC Grade Plywood, Add $38.28 Installation x x = 38.28
Quantity Unit Price Factor Total
256.00 0.11 1.3595
18 06 16 33 00 0004 SF 1/2" Thick CDX Plywood Roof DeckingApplied to wood rafters. $9,073.19 Installation x x = 6,976.74
Quantity Unit Price Factor Total
2,528.00 2.03 1.3595
Demolition 2,528.00 x 0.61 x 1.3595 = 2,096.46
10% plywood contingency for damaged or dry rotted decking discovered during roof removal. 19 06 16 33 00 0004 0006 MOD For Exterior CC Grade Plywood, Add $38.28 Installation x x = 38.28
Quantity Unit Price Factor Total
256.00 0.11 1.3595

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3/12/2024
Contractor's Price Proposal - Detail
Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 126280.00
City of Cypress-Community Center Roofing Project
Section - 06
06 16 33 00 0004 0011 For Selective Replacement <400 (Includes Removal Of Damaged Plywood And Fitting New Plywood To Size), Add
20 MOD $6,701.79
Installation x x = 6,701.79
Quantity Unit Price Factor Total
2,528.00 1.95 1.3595
21 06 16 33 00 0004 0027 MOD For >1,696 To 3,200, Deduct -$137.47 Installation x x = -137.47
Quantity Unit Price Factor Total
2,528.00 -0.04 1.3595
Subtotal for Section - 06 $16,420.58
Section - 07
07 22 16 00 0390 3.5" Average Thickness (20.0 Average R-Value), 1/2" Slope, Tapered Polyisocyanurate Board, Mechanically Fastened
22 SF $25,999.08
Installation x x = 25,999.08
Quantity Unit Price Factor Total
2,800.00 6.83 1.3595
Tapered insulation at cricket areas and behind equipment curbs. 23 07 22 16 00 0470 SF Demolish >2" To 3" Average Thickness, Rigid Board Roofing Insulation $1,957.68 Installation x x = 1,957.68
Quantity Unit Price Factor Total
2,400.00 0.60 1.3595
Demo existing cricket area.
07 54 19 00 0007 60 Mil, Single Ply Reinforced Polyvinyl Chloride (RPVC) Roofing Membrane, Fully AdheredIncludes adhesive.
24 SQ $169,049.58
Installation x x = 141,296.04
Quantity Unit Price Factor Total
252.00 412.43 1.3595
Demolition 252.00 x 81.01 x 1.3595 = 27,753.54
Remove and replace Single Ply Roof field membrane
25 07 54 19 00 0007 0136 MOD For >200, Deduct -$20,308.97 Installation x x = -20,308.97
Quantity Unit Price Factor Total
252.00 -59.28 1.3595
26 07 54 19 00 0007 0138 MOD For 20 Year Warranty, Add $2,398.16 Installation x x = 2,398.16
Quantity Unit Price Factor Total
252.00 7.00 1.3595
27 07 54 19 00 0015 SQ Acrylic, Polyvinyl Chloride (PVC) Roofing Cleaner/Primer, Price Per Coat $554.19 Installation x x = 554.19
Quantity Unit Price Factor Total

6.00 67.94 1.3595
PVC Cleaner for cleaning seams on PVC.
07 54 19 00 0017 Up To 3" Pipe Diameter, Prefabricated Polyvinyl Chloride (PVC) Pipe Cone/BootIncludes attaching the boot to the membrane, caulking around the pipe and installing a draw band.
28 EA $2,619.38
Installation x x = 2,619.38
Quantity Unit Price Factor Total

27.00 71.36 1.3595
Pipe Boot Flashings installed at all pipes and vents.
29 07 54 19 00 0021 LF 36" Wide, Polyvinyl Chloride (PVC) Walkway Protection Pad $14,164.90 Installation x x = 14,164.90
Quantity Unit Price Factor Total
370.00 28.16 1.3595
Walk way Pad installed per Roof Plan.
30 07 54 19 00 0022 SF Polyvinyl Chloride (PVC) Membrane Base Flashing $46,029.95 Installation x x = 38,435.78
Quantity Unit Price Factor Total
3,800.00 7.44 1.3595
Demolition 3,800.00 x 1.47 x 1.3595 = 7,594.17
Remove and replace Base flashings at wall flashing.

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3/12/2024
Contractor's Price Proposal - Detail
Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 126280.00
City of Cypress-Community Center Roofing Project
Section - 07
31 07 54 19 00 0023 SF Polyvinyl Chloride (PVC) Membrane Curb Flashing $3,028.29 Installation x x = 3,028.29
Quantity Unit Price Factor Total
250.00 8.91 1.3595
Remove and replace Base Flashings at curbs.
07 54 19 00 0024 Polyvinyl Chloride (PVC) Clad Edge Metal Or Base Flashing20 Mil polyvinyl chloride (PVC) membrane laminated to 24 gauge galvanized steel. 32 SF $553.04
Installation x x = 553.04
Quantity Unit Price Factor Total

40.00 10.17 1.3595
Clad Metal drip edge metal at edge detail as needed.
07 54 19 00 0039 8" Polyvinyl Chloride (PVC) Membrane Cover Strip (Sika Sarnafil® Coverstrip)Includes aluminum tape.
33 LF $538.36
Installation x x = 538.36
Quantity Unit Price Factor Total

80.00 4.95 1.3595
Cover strip used to strip in clad metal edge at top of stair well edge. 07 54 19 00 0049 6" Diameter, Seamless Heavy-Duty Aluminum Roof Drain (Sika Sarnafil® Sarnadrain With U-Flow®)
34 EA $23,182.85
Installation x x = 23,182.85
Quantity Unit Price Factor Total

16.00 1,065.78 1.3595
Closest Line item to New Retrofit drains installed at all drain locations. Does not include overflow. 07 54 19 00 0050 Inside Corner, Prefabricated Polyvinyl Chloride (PVC) Membrane Flashing (Sika Sarnafil® Sarnacorners - Inside)
35 EA $1,271.27
Installation x x = 1,271.27
Quantity Unit Price Factor Total

45.00 20.78 1.3595
Pre-molded inside PVC corners installed @ inside corners and sump drain areas on roof. 07 54 19 00 0051 Outside Corner, Prefabricated Polyvinyl Chloride (PVC) Membrane Flashing (Sika Sarnafil® Sarnacorners - Outside)
36 EA $1,553.77
Installation x x = 1,553.77
Quantity Unit Price Factor Total

55.00 20.78 1.3595
Pre-molded outside PVC corners installed @ equipment curbs on roof. 37 07 59 00 00 0002 LF Membrane Roofing Termination BarIncludes fasteners and caulking. $1,072.37 Installation x x = 1,072.37
Quantity Unit Price Factor Total
170.00 4.64 1.3595
Aluminum Termination bar at all counter flashed and vertical terminations. 38 07 62 13 00 0032 SF 24 Gauge, 0.028" Thick, Galvanized Steel Flashing $2,962.69 Installation x x = 0.00
Quantity Unit Price Factor Total

0.00 12.72 1.3595
Demolition 575.00 x 3.79 x 1.3595 = 2,962.69
Demo of existing parapet wall flashing metal.
07 71 13 00 0004 >14" To 16" Wide (Stretch-out), 24 Gauge, KYNAR 500® Finish, Galvanized Steel Coping System With Galvanized Steel Cleats
39 LF $54,735.51
Installation x x = 54,735.51
Quantity Unit Price Factor Total
1,150.00 35.01 1.3595
New Kynar finished Coping cap on top of Parapet walls. Standard colors only. 40 07 71 13 00 0004 0556 MOD For >1,000 LF, Deduct -$625.37 Installation x x = -625.37
Quantity Unit Price Factor Total
1,150.00 -0.40 1.3595
41 07 71 23 00 0223 LF 3" x 4", 26 Gauge, Rectangular Galvanized Steel Downspout $492.68 Installation x x = 492.68
Quantity Unit Price Factor Total

40.00 9.06 1.3595
New Leader heads and downspouts at small canopy roof North side to accommodate water run off.

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3/12/2024
Contractor's Price Proposal - Detail
Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 126280.00
City of Cypress-Community Center Roofing Project
Section - 07
42 07 71 23 00 0226 EA Galvanized Steel Leader/Conductor Head $850.86 Installation x x = 850.86
Quantity Unit Price Factor Total

2.00 312.93 1.3595
New Leader heads and downspouts at small canopy roof North side to accommodate water run off. 43 07 71 23 00 0226 0328 MOD For Kynar 500® Finish, Add $320.05 Installation x x = 320.05
Quantity Unit Price Factor Total

2.00 117.71 1.3595
07 73 00 00 0021 1/2" Thick, Surface Primed, Fiberglass Mat Faced, Moisture Resistant Gypsum Core, Roof Protection Board, Mechanically Fastened (Georgia-Pacific DensDeck® Prime)
44 SF $140,120.95
Installation x x = 140,120.95
Quantity Unit Price Factor Total
25,200.00 4.09 1.3595
Coverboard installed over wood deck.
45 07 92 13 00 0034 CLF 1/4" x 1/4" Joint, Polyurethane Sealant And Caulking $854.07 Installation x x = 854.07
Quantity Unit Price Factor Total

2.00 314.11 1.3595
Sealant at counter flashing and Coping Metal Joints.

Subtotal for Section - 07 $473,375.34
Section - 23
23 05 29 00 0629 5" x 6" x 9.6" Rooftop Support Base With 14 Gauge Galvanized Channel (Cooper B-Line Dura-Blok DB10)
46 EA $481.06
Installation x x = 481.06
Quantity Unit Price Factor Total

5.00 70.77 1.3595
Pipe Supports for roof mounted piping
Subtotal for Section - 23 $481.06
Proposal Total
This total represents the correct total for the proposal. Any discrepancy between line totals, sub-totals and the proposal total is due to rounding.
$520,593.53
The Percentage of NPP on this Proposal: %

Page 5 of 5 ends

3/12/2024
Contractor's Price Proposal - Detail
01405.0006/857127.1 B-1

EXHIBIT B

SPECIAL REQUIREMENTS
(Superseding Agreement Template)

EXHIBIT C

FAITHFUL PERFORMANCE BOND

SEE ATTACHED
Bond No. __________________

EXHIBIT D

LABOR AND MATERIALS PAYMENT BOND

SEE ATTACHED

Bond No. _________________

EXHIBIT E

INVOICE FORM

SEE ATTACHED
1960 E. Grand Avenue, Suite 300 | El Segundo, CA 90245 | 310.359.1203 | www.ardurra.com

March 14, 2024

Daniel Co
Assistant City Engineer
City of Cypress
Public Works Engineering
5275 Orange Avenue
Cypress, CA 90630
SUBJECT: PROPOSAL TO PROVIDE CONSTRUCTION INSPECTION SERVICES FOR THE COMMUNITY CENTER ROOF REPLACEMENT, PROJECT 329
Dear Mr. Co,
Ardurra Group, Inc. is pleased to present our proposal to the City of Cypress to provide professional part-time construction inspection services for the Community Center Roof Replacement, Project 329 in accordance with Attachment “A” – Scope of Services and Attachment “B” – Schedule of Compensation. All work will be completed pursuant to the City of Cypress On-Call Construction Management and Inspection Services Contract dated June 27, 2022.

Respectfully submitted,
Ardurra Group, Inc.

Omar Alameddine
Project and Construction Management Group Leader
Community Center Roof Replacement, Project 329
City of Cypress
March 14, 2024

Page 2 of 3 ends

1960 E. Grand Avenue, Suite 300 | El Segundo, CA 90245 | 310.359.1203 | www.ardurra.com ATTACHMENT “A”

SCOPE OF SERVICES
The scope of services includes part-time inspection services and project controls to assist our inspector in the field. Ardurra’s inspector will provide oversight for demolition, surface preparations, single ply roofing system, walking pads, flashings, copings, and roof drain installations, exhaust fan reinstallation, and other incidental items of work.

Below is a list of services included in this proposal:
 Represent the City’s interests with the overall construction inspection of this project.  Monitor the contractor's compliance with the project contract, specifications, and National Pollutant Discharge Elimination System (NPDES).
 Assist City staff with public relations, including distributing construction notices and responding to inquiries of residents and the general public.
 Attend the preconstruction meeting and subsequent weekly field meetings, as needed.  Assist the City’s construction manager in monitoring and documenting the contractor’s adherence to the approved construction schedule.
 Be present on the job site when construction is in progress and when inspection is required. Full-time inspection work is proposed as requested by the City. Ardurra will not be responsible for observing construction activities that are implemented when its inspector is not scheduled/present on site.  Provide assistance and direction to technicians performing material tests, as needed.  Measure and verify the project pay item quantities in place. All pay item quantities must be confirmed with the contractor prior to submission of the invoice for payment.  Review the contractor's invoices.
 Prepare daily inspection reports (Daily Activity Report, Weekly Statement of Working Days, etc.) as required for this project.
 Review traffic control and coordinate adjustments as needed.  Identify items requiring corrective action by either the contractor or the City. Monitor and document timely corrective actions implemented by the contractor.  Develop punch list items and monitor corrections made.

Community Center Roof Replacement, Project 329
City of Cypress
March 14, 2024

Page 3 of 3 ends

1960 E. Grand Avenue, Suite 300 | El Segundo, CA 90245 | 310.359.1203 | www.ardurra.com ATTACHMENT “B”

SCHEDULE OF COMPENSATION

Exclusions to Scope and Fee: The following items are specifically excluded:

1. Night-time/weekend inspection and weekday hours in excess of a regular 8-hour shift that would be subject to overtime pay, unless so authorized in writing by the City

2. Submittal and RFI reviews

3. Special inspections
Role / Name Total
Hours
Hourly
Rate
Public Works Inspector 160.00 $ 152.00
PE Licensed Inspector - $ 170.00
Project Controls Engineer 80.00 $ 145.00
Labor Compliance / Document Control /Admin / - As Needed 40.00 $ 130.00 Miscellaneous ODCs - Allowance - -
City of Cypress
Construction Inspection for
Community Center Roof Replacement, Project 329
35-Working Day Construction Duration
Total Estimated Fee $ 46,120.00
$ 11,600.00
Extended
Fee
-
$ 24,320.00
$ 5,200.00
$ 5,000.00
Rev. 4/2021 Sourcewell IFB #CA-101723
Indefinite Delivery-Indefinite Quantity Construction Contracts in the State of California

Page 1 ends

Indefinite Delivery-Indefinite Quantity Construction Contract Contract Number: CA-R8-RW-101723-RWR
Service Type: Roofing/Waterproofing
This Indefinite Delivery-Indefinite Quantity Construction Contract (Contract) is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 and Rite-Way Roof Corporation, 15425 Arrow Route, Fontana, CA 30211 (Contractor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state and municipal governmental entities, K-12 and higher education entities, nonprofit entities, tribal governments, and other public entities located within the United States.

The Contractor desires to contract with Sourcewell to provide construction services to entities that access Sourcewell’s indefinite delivery-indefinite quantity (IDIQ) construction contracts within the Service Region.

I. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract, including the General Terms and Conditions incorporated by reference, is effective upon the later of December 6, 2023 or the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires December 5, 2024, unless it is terminated sooner pursuant to Article XX of the General Terms and Conditions, which are incorporated into this Contract by reference. This Contract allows up to five additional one-year extensions upon the request of Sourcewell and written agreement with Contractor. Sourcewell retains the right to consider additional extensions beyond six years as required under exceptional circumstances.

II. REGION AND SERVICES
The Contractor’s Region is: Region 8. The Contractor’s IDIQ construction service type is:

Roofing/Waterproofing. The Contractor has agreed to perform work outside the Region.

III. ADJUSTMENT FACTORS
The Contractor will perform any or all Tasks in the Construction Task Catalog for the Unit Price appearing therein multiplied by the following Adjustment Factors. See the General Terms and Conditions for additional information.

A. Normal Working Hours – Prevailing Wage Rate Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.3595.

Rev. 4/2021 Sourcewell IFB #CA-101723
Indefinite Delivery-Indefinite Quantity Construction Contracts in the State of California

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B. Other Than Normal Working Hours – Prevailing Wage Rate Projects: Work performed from 4:00 p.m. to 7:00 a.m. Monday to Friday, and any time Saturday, Sunday and Holidays. The Contractor will perform Tasks during Other Than Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.6314.

C. Secured Facilities/OSHPD Prevailing - Wage Rate Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 2.2513.

D. All Union Wage Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.3595.

E. Non pre-priced Adjustment Factor: To be applied to Work determined not to be included in the CTC but within the general scope of the work: 1.2973.

VI. AUTHORIZED REPRESENTATIVE
A. Sourcewell's Authorized Representative is its Chief Procurement Officer.

B. The Contractor’s Authorized Representative is Jeff Hughes. If the Contractor’s Authorized Representative changes at any time during this Contract, Contractor must promptly notify Sourcewell in writing.

Sourcewell Rite-Way Roof Corporation
By: __________________________ By: __________________________ Jeremy Schwartz Jeff Hughes
Title: Chief Procurement Officer Title: President
Date: Date:

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 4.

FROM: Douglas Dancs, Director of Public Works
DATE: 03/25/2024
SUBJECT: Award Contract for Traffic Signal System Software and Components, Project 352

RECOMMENDATION
Award a contract to SWARCO McCain, Inc. for $998,760.61, for the purchase of Traffic Signal System Software and Components.

DISCUSSION
The Seven-Year Capital Improvement Program (CIP) includes a project to replace existing traffic signal system software, equipment, and components citywide for 61 signals. The manufacturer no longer supports the 25-year-old signal controller hardware and software system. Replacing it with a modern system will improve signal operations and increase reliability. It will also provide engineers and technicians with access to new advanced technologies and features.

This project will replace various components in two phases to allow for the testing of new components and features and to minimize any potential disruptions to traffic flow. This first phase will upgrade 29 intersections with the remaining 32 intersections scheduled for replacement in FY 2024-25 as part of the upcoming CIP.

Local governments use cooperative government purchasing programs to directly purchase items and receive discounted pricing unavailable to contractors. When contractors purchase amenities, they generally pay retail prices and mark up the cost by 10%-20%. The City will utilize the Houston-Galveston Area Council (H-GAC) cooperative agreement to purchase the traffic signal system hardware and software. Municipal Code Section 21A-10(e) allows the use of cooperative purchasing programs as a more efficient and cost-effective method of competitively bid procurement by receiving volume-type pricing.

Public Works will solicit bids for the installation of the components in May and will bring a recommendation for a contract award to the City Council this summer.

BUDGET IMPACT
The cost of the traffic signal system software and adaptive controls is $998,760.61 and the budget in the Lighting District Fund includes $1,575,000 for the first phase of the project.

The remaining amount budgeted is available for installation of the system, which is expected to be awarded later this year.

Public Works estimates direct procurement of the software and controls will save roughly $150,000 when compared to purchasing the items through the contractor awarded the contract for installation. It is also anticipated annual cost savings for on-call traffic signal maintenance will be realized by upgrading and modernizing system components.

LEGAL REVIEW
None required.

APPROVED BY: Peter Grant, City Manager
Attachments
Cost Proposal
HGAC Agreement
HGAC Current Price List
Contract
No.: PE-05-21 Date
Prepared: 2/15/2024
Buying
Agency: Contractor:

Contact
Person:

Prepared
By:

Phone: Phone:

Fax: Fax:

Email: Email:

Line
Number Quan Description Unit Pr Total
2030 26 M73101RWA Rack Mount Flex Controller- w/ Wi-Fi Caltrans Cabinets $ 2,837.00 $ 73,762.00 2032 2 M73101SWA Shelf Mount Flex Controller w/ Wi-Fi- Caltrans $ 2,731.00 $ 5,462.00 2035 1 M73101SWC FLEX SHELF MOUNT CNTRL,WIFI,CONN BOX STAND, TS2-2 $ 3,035.00 $ 3,035.00 2044 29 S-OMNI OMNI Software $ 1,250.00 $ 36,250.00
2057 1 Transparity 51-100 Transparity Software (51-100 Controllers) $ 118,750.00 $ 118,750.00 2062 3 Transparity Maint 1-100 Annual Software Maitenance (1-100 controllers) $ 9,250.00 $ 27,750.00 2299 280 LMD222 2 CH. Detector, Rack Mt.w/Deflectometer $ 143.00 $ 40,040.00 2479 13 M73473 350i Montgomery County ATCC-HV, IA-24CH, FITA-24CH, OA-16CH, SA, NAT Cabinet (Add Contro $ 19,223.00 $ 249,899.00 2482 15 M78508-SC 353i ATCC-HV Prosper Cabinet IA-24CH,FITA-24CH, OA-16CH, PWDR, (Add Controller) 9 LS 22 $ 19,600.00 $ 294,000.00 2484 2 M91096 P44 Rack ATCC-HV Tyler Cabinet IA-24CH,FITA-24CH, OA-16CH, SA, Gen, (Add Controller) $ 19,848.00 $ 39,696.00 3416 29 CTCINSTALLINT Intersection Turn on One Man 8 Hours Included (Add Drive Time and Air Hotel and ALL Tra $ 1,440.00 $ 41,760.00 $ 930,404.00
Quan Unit Pr Total
$ -
$ -
$ -
$ -
$ -
0%
Quan Unit Pr Total
29 Support Discount $ (120.00) $ (3,480.00)
$ -
$ (3,480.00)
$ 926,924.00

CONTRACT PRICING WORKSHEET
For Catalog & Price Sheet Type Purchases
This Worksheet is prepared by Contractor and given to End User. If a PO is issued, both documents MUST be faxed to H-GAC @ 713-993-4548. Therefore please type or print legibly.

City of Cypress California Consolidated Traffic Controls, Inc. 0 Bobby Hale
0 800-448-8841
800-448-8850
0 [email protected]
Subtotal A:

B. Unpublished Options, Accessory or Service items - Itemize Below - Attach Additional Sheet If Necessary (Note: Unpublished Items are any which were not submitted and priced in contractor's bid.) Description
Catalog / Price Sheet
Name: Traffic Control, Enforcement & Signal Preemption Equipment General Description
of Product: Traffic Control Equipment
A. Catalog / Price Sheet Items being purchased - Itemize Below - Attach Additional Sheet If Necessary Total From Other Sheets, If Any:
-
Subtotal C:

Delivery Date: 30 to 45 Days ARO D. Total Purchase Price (A+B+C):

Total From Other Sheets, If Any:

Subtotal B:

Check: The total cost of Unpublished Options (Subtotal B) cannot exceed 25% of the total from Section A. For this transaction the percentage is:

C. Other Allowances, Discounts, Trade-Ins, Freight, Make Ready or Miscellaneous Charges Description

H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Contract - Consolidated Traffic Controls, Inc. - Public Services - ID: 6676

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GENERAL PROVISIONS
This Agreement is made and entered into, by and between the Houston-Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Consolidated Traffic Controls, Inc., hereinafter referred to as the Contractor, having its principal place of business at 1016 Enterprise PL, Arlington, TX 76001.

WITNESSETH:

WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Agreement; and
WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Agreement;
NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows:

ARTICLE 1: LEGAL AUTHORITY
The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments hereto.

ARTICLE 2: APPLICABLE LAWS
The Contractor agrees to conduct all activities under this Agreement in accordance with all federal laws, executive orders, policies, procedures, applicable rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Agreement, including without limitation, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith.

ARTICLE 3: PUBLIC INFORMATION
Except as stated below, all materials submitted to H-GAC, including any attachments, appendices, or other information submitted as a part of a submission or Agreement, are considered public information, and become the property of H-GAC upon submission and may be reprinted, published, or distributed in any manner by H-GAC according to open records laws, requirements of the US Department of Labor and the State of Texas, and H-GAC policies and procedures. In the event the Contractor wishes to claim portions of the response are not subject to the Texas Public Information Act, it shall so; however, the determination of the Texas Attorney General as to whether such information must be disclosed upon a public request shall be binding on the Contractor. H-GAC will request such a determination only if Contractor bears all costs for preparation of the submission. H-GAC is not responsible for the return of creative examples of work submitted. H-GAC will not be held accountable if material from submissions is obtained without the written consent of the contractor by parties other than H-GAC, at any time during the evaluation process.

ARTICLE 4: INDEPENDENT CONTRACTOR
DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5

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The execution of this Agreement and the rendering of services prescribed by this Agreement do not change the independent status of H-GAC or the Contractor. No provision of this Agreement or act of H-GAC in performance of the Agreement shall be construed as making the Contractor the agent, servant or employee of H-GAC, the State of Texas or the United States Government. Employees of the Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom.

ARTICLE 5: ANTI-COMPETITIVE BEHAVIOR
Contractor will not collude, in any manner, or engage in any practice which may restrict or eliminate competition or otherwise restrain trade.

ARTICLE 6: SUSPENSION AND DEBARMENT
Debarment and Suspension (Executive Orders 12549 and 12689) – A contract award (2 CFR 180.220) must not be made to parties listed on the government-wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Pursuant to the Federal Rule above, Respondent certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas and at all times during the term of the Contract neither it nor its principals will be debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas Respondent shall immediately provide the written notice to H-GAC if at any time the Respondent learns that this certification was erroneous when submitted or has become erroneous by reason of changed circumstances. H-GAC may rely upon a certification of the Respondent that the Respondent is not debarred, suspended, ineligible, or voluntarily excluded from the covered contract, unless the H-GAC knows the certification is erroneous.

ARTICLE 7: GOAL FOR CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN’S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS (if subcontracts are to be let) H-GAC’s goal is to assure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible in providing services under a contract. In accordance with federal procurements requirements of 2 CFR §200.321, if subcontracts are to be let, the prime contractor must take the affirmative steps listed below:

1. Placing qualified small and minority businesses and women’s business enterprises on solicitation lists;

2. Assuring that small and minority businesses and women’s business enterprises are solicited whenever they are potential sources;

3. Dividing total requirements, when economically feasible, into smaller task or quantities to permit maximum participation by small and minority businesses, and women’s business enterprises;

4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women’s business enterprises;

5. Using the services and assistance as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

6. Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or unavailable. The Small Business Administration (SBA) is the primary reference and database for information on requirements related to Federal Subcontracting https://www.sba.gov/federal-contracting/contracting-guide/primesubcontracting NOTE: The term DBE as used in this solicitation is understood to encompass all programs/business enterprises DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5

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such as: Small Disadvantaged Business (SDB), Historically Underutilized Business (HUB), Minority Owned Business Enterprise (MBE), Women Owned Business Enterprise (WBE) and Disabled Veteran Business Enterprise (DVBE) or other designation as issued by a certifying agency.

Contractor agrees to work with and assist HGACBuy customer in meeting any DBE targets and goals, as may be required by any rules, processes or programs they might have in place. Assistance may include compliance with reporting requirements, provision of documentation, consideration of Certified/Listed subcontractors, provision of documented evidence that an active participatory role for a DBE entity was considered in a procurement transaction, etc.

ARTICLE 8: SCOPE OF SERVICES
The services to be performed by the Contractor are outlined in an Attachment to this Agreement.

ARTICLE 9: PERFORMANCE PERIOD
This Agreement shall be performed during the period which begins May 01 2021 and ends Apr 30 2023. All services under this Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 21, which shall be fully executed by both parties to this Agreement.

ARTICLE 10: PAYMENT OR FUNDING
Payment provisions under this Agreement are outlined in the Special Provisions. H-GAC will not pay for any expenses incurred prior to the execution date of a contract, or any expenses incurred after the termination date of the contract.

ARTICLE 11: PAYMENT FOR WORK
The H-GAC Customer is responsible for making payment to the Contractor upon delivery and acceptance of the goods or completion of the services and submission of the subsequent invoice.

ARTICLE 12: PAYMENT TERMS/PRE-PAYMENT/QUANTITY DISOUNTS If discounts for accelerated payment, pre-payment, progress payment, or quantity discounts are offered, they must be clearly indicated in the Contractor’s submission prior to contract award. The applicability or acceptance of these terms is at the discretion of the Customer.

ARTICLE 13: REPORTING REQUIREMENTS
If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this agreement with notice as identified in Article 29 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this agreement for failure to perform may affect Contractor’s ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Agreement. Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement.

ARTICLE 14: INSURANCE
Contractor shall maintain insurance coverage for work performed or services rendered under this Agreement as outlined and defined in the attached Special Provisions.

ARTICLE 15: SUBCONTRACTS AND ASSIGNMENTS
Except as may be set forth in the Special Provisions, the Contractor agrees not to assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5

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subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

ARTICLE 16: AUDIT
Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to HGAC.

ARTICLE 17: TAX EXEMPT STATUS
H-GAC and Customer members are either units of government or qualified non-profit agencies, and are generally exempt from Federal and State sales, excise or use taxes. Respondent must not include taxes in its Response. It is the responsibility of Contractor to determine the applicability of any taxes to an order and act accordingly.

Exemption certificates will be provided upon request.

ARTICLE 18: EXAMINATION OF RECORDS
The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this Agreement. H-GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or off the premises by authorized representatives of its own or any public accounting firm selected by H-GAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges.

Contractor agrees that H-GAC will have the right, with reasonable notice, to inspect its records pertaining to purchase orders processed and the accuracy of the fees payable to H-GAC. The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third-party agreements.

ARTICLE 19: RETENTION OF RECORDS
The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved.

ARTICLE 20: DISTRIBUTORS, VENDORS, RESELLERS
Contractor agrees and acknowledges that any such designations of distributors, vendors, resellers or the like are for the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5

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obligations under the Contract and the performance of any designated distributor, vendor, reseller, etc. Contractor is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and forwarding of the Purchase Order to the designated distributor, vendor, reseller, etc. to complete the sale or service. H-GAC reserves the right to reject any entity acting on the Contractor’s behalf or refuse to add entities after a contract is awarded.

ARTICLE 21: CHANGE ORDERS AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation.

B. To ensure the legal and effective performance of this Agreement, both parties agree that any amendment that affects the performance under this Agreement must be mutually agreed upon and that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Agreement and shall be binding upon the parties as if written herein.

C. Customers have the right to issue a change order to any purchase orders issued to the Contractor for the purposes of clarification or inclusion of additional specifications, qualifications, conditions, etc. The change order must be in writing and agreed upon by Contractor and the Customer agency prior to issuance of any Change Order. A copy of the Change Order must be provided by the Contractor to, and acknowledged by, H-GAC.

ARTICLE 22: CONTRACT ITEM CHANGES
A. If a manufacturer discontinues a contracted item, that item will automatically be considered deleted from the contract with no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at its sole discretion, to be in the best interests of its Customers.

B. If a manufacturer makes any kind of change in a contracted item which affects the contract price, Contractor must advise H-GAC of the details. H-GAC may allow or reject the change at its sole discretion. If the change is rejected, H-GAC will remove the item from its program and there will be no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at its sole discretion, to be in the best interests of its Customers.

C. If a manufacturer makes any change in a contracted item which does not affect the contract price, Contractor shall advise H-GAC of the details. If the 'new' item is equal to or better than the originally contracted item, the 'new' item shall be approved as a replacement. If the change is rejected H-GAC will remove the item from its program and there will be no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item or may take any other action deemed by H-GAC at its sole discretion, to be in the best interests of its Customers.

D. In the case of specifically identified catalogs or price sheets which have been contracted as base bid items or as published options, routine published changes to products and pricing will be automatically incorporated into the contract. However, Contractor must still provide thirty (30) calendar days written notice and an explanation of the changes to products and pricing. H-GAC will respond with written approval.

DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5

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ARTICLE 23: CONTRACT PRICE ADJUSTMENTS
Price Decreases
If Contractor’s Direct Cost decreases at any time during the full term of this award, Contractor must immediately pass the decrease on to H-GAC and lower its prices by the amount of the decrease in Direct Cost. (Direct Cost means Contractor’s cost from the manufacturer of any item or if Contractor is the manufacturer, the cost of raw materials required to manufacture the item, plus costs of transportation from manufacturer to Contractor and Contractor to H-GAC. Contractor must notify H-GAC of price decreases in the same way as for price increases set out below. The price decrease shall become effective upon H-GAC’s receipt of Contractor’s notice. If Contractor routinely offers discounted contract pricing, H-GAC may request Contractor accept amended contract pricing equivalent to the routinely discounted pricing
Price Increases
Contractors may request a price increase after twelve (12) months from the bid opening date of the bid received by H-GAC. The amount of any increase will not exceed actual documented increase in Contractor’s Direct Cost and will not exceed 10% of the previous bid price. Considerations on the percentage limit will be given if the price increase is the result of increased tariff charges, or other economic factors.

Price Changes
Any permanent increase or decrease in offered pricing for a base contract item or published option is considered a price change. Temporary increases in pricing by whatever name (e.g. ‘surcharge’, ‘adjustment’, ‘equalization charge’, ‘compliance charge’, ‘recovery charge’, etc.), are also considered to be price changes. For published catalogs and price sheets as part of an H-GAC contract, requests to amend the contract to reflect any new published catalog or price sheet must be submitted whenever the manufacturer publishes a new document. The request must include the new catalog or price sheet.

All Products shall, at time of sale, be equipped as required under any then current applicable local, state, and federal government requirements. If, during the course of any contract, changes are made to any government requirements which cause a manufacturer's costs of production to increase, Contractor may increase pricing to the extent of Contractor’s actual cost increase. The increase must be substantiated with support documentation acceptable to H-GAC prior to taking effect. Modifications to a Product required to comply with such requirements which become effective after the date of any sale are the responsibility of the Customer.

Requesting Price Increase/Required Documentation
Contractor must submit a written notification at least thirty (30) calendar days prior to the requested effective date of the change, setting the amount of the increase, along with an itemized list of any increased prices, showing the Contractor’s current price, revised price, the actual dollar difference and the percentage of the price increase by line item. Price change requests must include H-GAC Forms D Offered Item Pricing and E Options Pricing, or the documentation used to submit pricing in the original Response and be supported with substantive documentation (e.g. manufacturer's price increase notices, copies of invoices from suppliers, etc.) clearly showing that Contractor's actual costs have increased per the applicable line item bid. The Producer Price Index (PPI) may be used as partial justification, subject to approval by H-GAC, but no price increase based solely on an increase in the PPI will be allowed. This documentation should be submitted in Excel format to facilitate analysis and updating of the website. The letter and documentation must be sent to the Bids and Specifications manager, William Burton, at [email protected]
Review/Approval of Requests
If H-GAC approves the price increase, Contractor will be notified in writing; no price increase will be effective until Contractor receives this notice. If H-GAC does not approve Contractor’s price increase, Contractor may terminate its performance upon sixty (60) days advance written notice to H-GAC, however Contractor must fulfill DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5

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any outstanding Purchase Orders. Termination of performance is Contractor’s only remedy if H-GAC does not approve the price increase. H-GAC reserves the right to accept or reject any price change request.

ARTICLE 24: DELIVERIES AND SHIPPING TERMS
The Contractor agrees to make deliveries only upon receipt of authorized Customer Purchase Order acknowledged by H-GAC. Delivery made without such Purchase Order will be at Contractor’s risk and will leave H-GAC the option of canceling any contract awarded to the Contractor. The Contractor must secure and deliver any item within five (5) working days, or as agreed to on any corresponding customer Purchase Order.

Shipping must be Freight On Board Destination to the delivery location designated on the Customer purchase order. The Contractor will retain title and control of all goods until delivery is completed and the Customer has accepted the delivery. All risk of transportation and all related charges are the responsibility of the Contractor.

The Customer will notify the Contractor and H-GAC promptly of any damaged goods and will assist the Contractor in arranging for inspection. The Contractor must file all claims for visible or concealed damage.

Unless otherwise stated in the Agreement, deliveries must consist only of new and unused merchandise.

ARTICLE 25: RESTOCKING (EXCHANGES AND RETURNS)
There will be no restocking charge to the Customer for return or exchange of any item purchased under the terms of any award. If the Customer wishes to return items purchased under an awarded contract, the Contractor agrees to exchange, these items for other items, with no additional charge incurred. Items must be returned to Contractor within thirty (30) days from date of delivery. If there is a difference in price in the items exchanged, the Contractor must notify H-GAC and invoice Customer for increase price or provide the Customer with a credit or refund for any decrease in price per Customer’s preference. On items returned, a credit or cash refund will be issued by the Contractor to Customer. This return and exchange option will extend for thirty (30) days following the expiration of the term of the Contract. All items returned by the Customer must be unused and in the same merchantable condition as when received. Items that are special ordered may be returned only upon approval of the Contractor.

ARTICLE 26: MANUALS
Each product delivered under contract to any Customer must be delivered with at least one (1) copy of a safety and operating manual and any other technical or maintenance manual. The cost of the manual(s) must be included in the price for the Product offered.

ARTICLE 27: OUT OF STOCK, PRODUCT RECALLS, AND DISCONTINUED PRODUCTS H-GAC does NOT purchase the products sold pursuant to a Solicitation or Agreement. Contractor is responsible for ensuring that notices and mailings, such as Out of Stock or Discontinued Notices, Safety Alerts, Safety Recall Notices, and customer surveys, are sent directly to the Customer with a copy sent to H-GAC. Customer will have the option of accepting any equivalent product or canceling the item from Customer’s Purchase Order. Contractor is not authorized to make substitutions without prior approval.

ARTICLE 28: WARRANTIES, SALES, AND SERVICE
Warranties must be the manufacturer's standard and inclusive of any other warranty requirements stated in the Agreement; any warranties offered by a dealer will be in addition to the manufacturer’s standard warranty and will not be a substitute for such. Pricing for any product must be inclusive of the standard warranty.

Contractor is responsible for the execution and effectiveness of all product warranty requests and any claims, Contractor agrees to respond directly to correct warranty claims and to ensure reconciliation of warranty claims that have been assigned to a third party.

ARTICLE 29: TERMINATION PROCEDURES
The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.

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H-GAC will not pay for any expenses incurred after the termination date of the contract.

A. Convenience
H-GAC may terminate this Agreement at any time, in whole or in part, with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of H-GAC, by providing written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination.

The Contractor may cancel or terminate this Agreement upon submission of thirty (30) days written notice, presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC.

B. Default
H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances:
(1) If the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or
(2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period often (10) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC.
(3) In the event of such termination, Contractor will notify H-GAC of any outstanding Purchase Orders and H-GAC will consult with the End User and notify the Contractor to what extent the End User wishes the Contractor to complete the Purchase Order. If Contractor is unable to do so, Contractor may be subject to a claim for damages from H-GAC and/or the End User.

ARTICLE 30: SEVERABILITY
H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect.

ARTICLE 31: FORCE MAJEURE
To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC.

ARTICLE 32: CONFLICT OF INTEREST
No officer, member or employee of the Contractor or subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Agreement.

A. Conflict of Interest Questionnaire: Chapter 176 of the Texas Local Government Code requires contractors contracting or seeking to contract with H-GAC to file a conflict of interest questionnaire (CIQ) DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5

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if they have an employment or other business relationship with an H-GAC officer or an officer’s close family member. The required questionnaire and instructions are located on the H-GAC website or at the Texas Ethics Commission website https://www.ethics.state.tx.us/forms/CIQ.pdf. H-GAC officers include its Board of Directors and Executive Director, who are listed on this website. Respondent must complete and file a CIQ with the Texas Ethics Commission if an employment or business relationship with H-GAC office or an officer’s close family member as defined in the law exists.

B. Certificate of Interested Parties Form – Form 1295: As required by Section 2252.908 of the Texas Government Code. H-GAC will not enter a Contract with Contractor unless (i) the Contractor submits a disclosure of interested parties form to H-GAC at the time the Contractor submits the contract H-GAC, or (ii) the Contractor is exempt from such requirement. The required form and instructions are located at the Texas Ethics Commission website https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm.

Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC.

ARTICLE 33: FEDERAL COMPLIANCE
Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. With regards to “Rights to Inventions Made Under a Contract or Agreement,” If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Contractor agrees to be wholly compliant with the provisions of 2 CFR 200, Appendix II. Additionally, for work to be performed under the Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92- 255), as amended, relating to nondiscrimination on the basis of drug abuse; (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (j) any other nondiscrimination provisions in any specific statute(s) applicable to any Federal funding for this Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Agreement; (l) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis- Bacon Act (40 U.S.C. 276a - 276a-7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n) the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163).

ARTICLE 34: CRIMINAL PROVISIONS AND SANCTIONS
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The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act.

The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents.

The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Agreement or which would adversely affect the Contractor’s ability to perform services under this Agreement.

ARTICLE 35: INDEMNIFICATION AND RECOVERY
H-GAC’s liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor’s negligent act or omission under this Agreement.

Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement.

ARTICLE 36: LIMITATION OF CONTRACTOR’S LIABILITY
Except as specified in any separate writing between the Contractor and an END USER, Contractor’s total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement.

ARTICLE 37: TITLES NOT RESTRICTIVE
The titles assigned to the various Articles of this Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Agreement.

ARTICLE 38: JOINT WORK PRODUCT
This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party.

ARTICLE 39: PROCUREMENT OF RECOVERED MATERIAL
H-GAC and the Respondent must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5

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designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), Respondent certifies that the percentage of recovered materials content for EPA-designated items to be delivered or used in the performance of the Contract will be at least the amount required by the applicable contract specifications or other contractual requirements.

ARTICLE 40: COPELAND “ANTI-KICKBACK” ACT
Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into the contract. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as appropriate agency instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. A breach of the contract clauses above may be grounds for termination of the Contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.

ARTICLE 41: DISCRIMINATION
Respondent and any potential subcontractors shall comply with all Federal statutes relating to nondiscrimination.

These include, but are not limited to:
a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352), which prohibits discrimination on the basis of race, color, or national origin;
b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps;
d) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101- 6107), which prohibits discrimination on the basis of age;
e) The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse;
f) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism;
g) Sections 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental, or financing of housing; i) Any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and
j) The requirements of any other nondiscrimination statute(s) that may apply to the application.

ARTICLE 42: DRUG FREE WORKPLACE
Contractor must provide a drug-free workplace in accordance with the Drug-Free Workplace Act, as applicable.

For the purposes of this Section, “drug-free” means a worksite at which employees are prohibited from engaging in the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance. H-GAC may request a copy of this policy.

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ARTICLE 43: APPLICABILITY TO SUBCONTRACTORS
Respondent agrees that all contracts it awards pursuant to the contract awarded as a result of this Agreement will be bound by the foregoing terms and conditions.

ARTICLE 44: WARRANTY AND COPYRIGHT
Submissions must include all warranty information, including items covered, items excluded, duration, and renewability. Submissions must include proof of licensing if using third party code for programming.

ARTICLE 45: DATA HANDLING AND SECURITY
It will always be the responsibility of the selected Contractor to manage data transfer and to secure all data appropriately during the project to prevent unauthorized access to all data, products, and deliverables.

ARTICLE 46: DISPUTES
All disputes concerning questions of fact or of law arising under this Agreement, which are not addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of HGAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of HGAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with H- GAC's final decision.

ARTICLE 47: CHOICE OF LAW: VENUE
This Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris County, Texas.

Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes.

ARTICLE 48: ORDER OF PRIORITY
In the case of any conflict between or within this Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and, 4) Other Attachments.

ARTICLE 49: WHOLE AGREEMENT
The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement (“Agreement”) between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties.

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SIGNATURES:

H-GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first written above, as accepted by:

Consolidated Traffic Controls, Inc.

Signature $docusign:SignHere::Customer1
Name Bryan Jones

Title Senior Vice President
Date $docusign:DateSigned::Customer1
H-GAC
Signature $docusign:SignHere::InternalSigner
Name Chuck Wemple
Title Executive Director
Date $docusign:DateSigned::InternalSi
DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5 5/25/2021 5/27/2021
H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Contract - Consolidated Traffic Controls, Inc. - Public Services - 6676

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SPECIAL PROVISIONS
Incorporated by attachment, as part of the whole agreement, H-GAC and the Contractor do, hereby agree to the Special Provisions as follows:

ARTICLE 1: BIDS/PROPOSALS INCORPORATED
In addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor’s Response to the Bid/Proposal.

ARTICLE 2: END USER AGREEMENTS (“EUA”)
H-GAC acknowledges that the END USER may choose to enter into an End User Agreement (“EUA) with the Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC Agreement. H-GAC’s acknowledgement is not an endorsement or approval of the End User Agreement’s terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions that conflict with those in Contractor’s Agreement with H-GAC. Contractor affirms that termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA’s stated terms and duration. Pursuant to the terms of this Agreement, termination of this Agreement will disallow the Contractor from entering into any new EUA with END USERS. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Agreement between H-GAC and Contractor.

ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement, Contractor develops a regularly followed standard procedure of entering into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor’s most favorable past agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement.

H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor’s written explanation, may decline to accept such explanation and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, benefits, or terms to H-GAC and the END USER.

EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, proposer or contractor, which are not within bidder's/proposer’s control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies.

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ARTICLE 4: PARTY LIABILITY
Contractor’s total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder.

Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted.

Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Agreement.

ARTICLE 5: GOVERNING LAW & VENUE
Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify HGAC of such disputes.

ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10) business days after receipt of an END USER’s payment, whichever comes first, notwithstanding Contractor’s receipt of invoice. For sales made by Contractor based on this Agreement, including sales to entities without Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC’s Cooperative Purchasing Program to execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Agreement actually performed, and for which compensation was received by Contractor.

ARTICLE 7: LIQUIDATED DAMAGES
Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER purchase order is placed, to determine terms for any liquidated damages.

ARTICLE 8: INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums:
a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit. b. Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications. c. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC.

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d. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period.
e. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. f. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. g. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy.

ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC’s contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order.

ARTICLE 10: ORDER PROCESSING CHARGE
H-GAC will apply an Order Processing Charge for each sale done through the H-GAC contract, with the exception of orders for motor vehicles. Any pricing submitted must include this charge amount per the most current H-GAC schedule. For motor vehicle orders, the Processing Charge is paid by the Customer.

ARTICLE 11: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement.

ARTICLE 11: REQUIREMENTS TO APPLICABLE PHYSICAL GOODS
In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered must comply with any applicable provisions of the Texas Business and Commerce Code, Title 1, Chapter 2 and with at least the following:
a. Be new, unused, and not refurbished.
b. Not be a prototype as the general design, operation and performance. This requirement is NOT meant to preclude the Contractor from offering new models or configurations which incorporate improvements in a current design or add functionality, but in which new model or configuration may be new to the marketplace.
c. Include all accessories which may or may not be specifically mentioned in the Agreement, but which are normally furnished or necessary to make the Product ready for its intended use upon delivery. Such accessories shall be assembled, installed and adjusted to allow continuous operation of Product at time of delivery.
d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout the entire quantity of a Product as may be purchased simultaneously by any Customer. e. Be designed and constructed using current industry accepted engineering and safety practices, and materials.
f. Be available for inspection at any time prior to or after procurement.

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ARTICLE 12: TEXAS MOTOR VEHICLE BOARD LICENSING
All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Agreement, unless the Texas Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request.

ARTICLE 13: INSPECTION/TESTING
All Products sold pursuant to this Agreement will be subject to inspection/testing by or at the direction of HGAC and/or the ordering Customer, either at the delivery destination or the place of manufacture. In the event a Product fails to meet or exceed all requirements of this Agreement, and unless otherwise agreed in advance, the cost of any inspection and/or testing, will be the responsibility of the Contractor.

ARTICLE 14: ADDITIONAL REPORTING REQUIREMENTS
Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three (3) month period. Reports must include, but are not limited, to the following information:
a. Customer Name
b. Product/Service purchased, including Product Code if applicable c. Customer Purchase Order Number
d. Purchase Order Date
e. Product/Service dollar amount
f. HGACBuy Order Processing Charge amount
ARTICLE 15: BACKGROUND CHECKS
Cooperative customers may request background checks on any awarded contractor’s employees who will have direct contact with students, or for any other reason they so choose, any may require contractor to pay the cost of obtaining any background information requested by the Customer.

ARTICLE 16: PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL

CERTIFICATION
As required by Chapter 2271 of the Texas Local Government Code the Contractor must verify that it 1) does not boycott Israel; and 2) will not boycott Israel during the term of the Contract. Pursuant to Section 2271.001, Texas Government Code:

1. “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and

2. “Company” means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit.

ARTICLE 17: NO EXCLUDED NATION OR TERRORIST ORGANIZATION CERTIFICATION As required by Chapter 2252 of the Texas Government Code the Contractor must certify that it is not a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization – specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5

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ARTICLE 18: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (Effective Aug. 13, 2020 and as amended October 26, 2020)
Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. ‘‘Covered telecommunications equipment or services means 1) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Contractor must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26 requires that Contractors review SAM prior to completing their required representations. This rule applies to all acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of commercial items, including commercially available off the-shelf items.

ARTICLE 19: BUY AMERICA ACT (National School Lunch Program and Breakfast Program) With respect to products purchased by Customers for use in the National School Lunch Program and/or National School Breakfast Program, Contractor shall comply with all federal procurement laws and regulations with respect to such programs, including the Buy American provisions set forth in 7 C.F.R. Part 210.21(d), to the extent applicable. Contractor agrees to provide all certifications required by Customer regarding such programs.

In the event Contractor or Contractor’s supplier(s) are unable or unwilling to certify compliance with the Buy American Provision, or the applicability of an exception to the Buy American provision, H-GAC Customers may decide not to purchase from Contractor. Additionally, H-GAC Customers may require country of origin on all products and invoices submitted for payment by Contractor, and Contractor agrees to comply with any such requirement.

ARTICLE 20: BUY AMERICA REQUIREMENT (Applies only to Federally Funded Highway and Transit Projects)
With respect to products purchased by Customer for use in federally funded highway projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 23 U.S.C. Section 313, 23 C.F.R. Section 635.410, as amended, and the Steel and Iron Preference provisions of Texas Transportation Code Section 223.045, to the extent applicable.

Contractor agrees to provide all certifications required by Customer regarding such programs. With respect to products purchased by Customer for use in federally funded transit projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 49 U.S.C. Section 5323(j)(1), 49 C.F.R. Sections 661.6 or 661.12, to the extent applicable.

Contractor agrees to provide all certifications required by Customer regarding such programs.

ARTICLE 21: DOMESTIC PREFERENCE
DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5

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In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, a Customer using federal grant award funds should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The Customer must include this requirement in all subawards including all contracts and purchase orders for work or products under the federal grant award.

If Contractor intends to qualify for Purchase Orders using federal grant money, the it shall work with the Customer to provide all required certifications and other documentation needed to show compliance.

ARTICLE 22: TITLE VI REQUIREMENTS
H-GAC in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any disadvantaged business enterprises will be afforded full and fair opportunity to submit in response to this Agreement and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

ARTICLE 23: EQUAL EMPLOYMENT OPPORTUNITY
Except as otherwise provided under 41 CFR Part 60, all Contracts and Customer Purchase Orders that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., pg.339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”
The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Contractor agrees that such provision applies to any contract that meets the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 and agrees that it will comply with such provision.

ARTICLE 24: CLEAN AIR AND WATER POLLUTION CONTROL ACT
Customer Purchase Orders using federal funds must contain a provision that requires the Contractor to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Pursuant to the Federal Rule above, Contractor certifies that it is in compliance with all applicable provisions of the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387) and will remain in compliance during the term of the Contract.

ARTICLE 25: PREVAILING WAGE
Contractor and any potential subcontractors have a duty to and shall pay the prevailing wage rate under the Davis-Bacon Act, 40 U.S.C. 276a – 276a-5, as amended, and the regulations adopted thereunder contained in 29 C.F.R. pt. 1 and 5.

ARTICLE 26: CONTRACT WORK HOURS AND SAFETY STANDARDS
As per the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708), where applicable, all Customer Purchase Orders in excess of ,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5

Page 7 of 8 ends

every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

ARTICLE 27: PROFIT AS A SEPARATE ELEMENT OF PRICE
For purchases using federal funds in excess of ,000, a Customer may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.323(b). Contractor agrees to provide information and negotiate with the Customer regarding profit as a separate element of the price for the purchase. Contractor also agrees that the total price, including profit, charged by Contractor to Customer will not exceed the awarded pricing, including any applicable discount, under any awarded contract.

ARTICLE 28: BYRD ANTI-LOBBYING AMENDMENT
Byrd Anti-Lobbying Amendment (31U.S.C. 1352) – Contractors that apply or bid for an award exceeding ,000 must file the required anti-lobbying certification. Each tier must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Customer. As applicable, Contractor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352).Contractor certifies that it is currently in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) and will continue to be in compliance throughout the term of the Contract and further certifies that:

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

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

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

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

DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5

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ARTICLE 29: COMPLIANCE WITH EPA REGULATIONS APPLICABLE TO GRANTS,

SUBGRANTS, COOPERATIVE AGREEMENTS, AND CONTRACTS
Contractor certifies compliance with all applicable standards, orders, regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as amended (13 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15.

ARTICLE 30: COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT Contractor certifies that Contractor will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).

DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5 HGACBuy
H-GAC
Product
Code
Item Description
(Offeror may not change any desctiption or add items)
Offered
Price
RTC School Flasher Systems
Flash Cube for School or 24 Hour Flashers
Must Add Solar Panels, Batteries, Poles, Anchors, Signs, Time Switches and Communication if Applicable
If you want a yellow Flash Cube enter Y
If you want a yellow Signal Face enter Y
If you want a yellow Visor enter Y
If you want a Red LED Enter Y
If you want a 24 Hour Flasher Enter Y
PNS10-FlashCube Black Flash Cube Includes Cabinet, LED, Signal Face, Visor and Wiring and Solar Mounting Receiver $ 1,253.00 PNS10-FlashCube-AC AC Black Flash Cube Includes Cabinet, LED, Signal Face, Visor and Wiring and Solar Mounting Receiver $ 1,113.00 PNS10-Cube2 Add a Second LED, Signal, Visor and Mount to FlashCube $ 378.00 PNS10-Cube3 Add a Third Confirmation LED, Signal, Visor and Mount $ 378.00 FlashCube Mounting Options
PNS10-503396 Pole Mount 4.5" OD Pole $ 160.00
PNS10-503396-3 Pole Mount 2 7/8 to 3.00" OD Pole $ 163.00 PNS10-503398 Pole Mount 2 3/8" OD Pole $ 156.00
PNS10-503397 Pole Mount 2"x 2" Unistrut Pole $ 125.00
PNS10-503396W Wooden Pole 4x4 or 6x6 $ 125.00
FlashCube Solar Panel Options
PNS10-502400-20 20 Watt Solar Panel Assy incl Mount and Wiring $ 345.00 PNS10-502400-30 30 Watt Solar Panel Assy incl Mount and Wiring $ 390.00 PNS10-502400-40 40 Watt Solar Panel Assy incl Mount and Wiring $ 449.00 PNS10-502400-50 50 Watt Solar Panel Assy incl Mount and Wiring $ 481.00 PNS10-502400-65 65 Watt Solar Panel Assy incl Mount and Wiring $ 545.00 FlashCube Replacement LED's
PNS10-506444MTSC Amber Replacement Master LED W/ Regulator & Dimming for a School Flasher or 24 Hour Flasher $ 311.00 PNS10-506445MTSC Red Replacement Master LED W/ Regulator & Dimming for a 24 Hour Flasher $ 311.00 PNS10-506444S Amber Second LED $ 126.00
PNS10-506445S Red Second LED $ 126.00
School Zone Flashers
Select Cabinet, Solar Panel, Battery, IL LEDS, Signals, Signs, Poles, Time Switches and Comm. Equip. below)
If this is a 24 Hour Flasher enter Y
Standard Cabinets
PNS10-503333K One Battery Cabinet Including Panel No. 2 lock, Regulator and 4.5" Ubolt Mount 18W"x17H"x14"D $ 807.00 PNS10-503333HBK
One Battery Cabinet Including Panel No. 2 lock, Regulator and Hinged Mounting Bracket (All Poles Sizes) 18W"x17H"x14"D $ 807.00
PNS10-503333FBK One Battery Cabinet Including Panel No. 2 lock, Regulator and Flared Bracket Mount 18W"x17H"x14"D $ 807.00 Attachment A
Consolidated Traffic Controls, Inc.

Traffic Control, Enforcement and Signal Preemption Equipment Contract No.: PE05-21

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DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5 HGACBuy
PNS10-503568K Two Battery Cabinet Including Panel No. 2 lock, Regulator and 4.5" Ubolt Mount 17 1/4"x26"x17" $ 1,070.00 PNS10-503576K Two Battery Cabinet Including Panel No. 2 lock, Regulator and Flare Mounting Bracket 17 1/4"x26"x17" $ 1,070.00 PNS10-502565K AC Cabinet Including Panel, NEMA Flasher, #2 Lock 4.5" Flare Mount 14"x16"x10" $ 636.00 PNS10-502564K AC Cabinet Including Panel, NEMA Flasher, #2 Lock 4.5" Ubolt Mount 14"x16"x10" $ 636.00 PNS10-502564HBK AC Cabinet Including Panel, NEMA Flasher, #2 Lock 4.5" Hinge Bracket Mount 14"x16"x10" $ 636.00 PNS10-502565TWCK AC Cabinet Including Panel, CUBE Flasher, #2 Lock 4.5" Flare Mount 14"x16"x10" $ 714.00 PNS10-SUBGUARD DC Substitute 502598SWG DC Guardian Panel for Regular Swingout Panel, Cables and Harnesses $ 285.00 PNS10-SUBGUARD AC Substitute 502505G AC Guardian Panel for Regular Swingout Panel, ables and Harnesses $ 488.00 PNS10-SUBGUARD LCBG Substitute 502598LCB DC Guardian Panel for 2 Battery Cabinet Swingout Panel, Cables and Harnesses $ 285.00 Tacoma Washington Schooll Flasher Kits
PNS10-TACOMAR2ACFB AC Cabinet Including R2 Radio, Panel, CUBE Flasher, #2 Lock 4.5" Flare Mount 14"x16"x10" $ 2,018.00 PNS10-TACOMAR2AC AC Cabinet Including R2 Radio, Panel, CUBE Flasher, #2 Lock 4.5" Ubolt Mount 14"x16"x10" $ 2,018.00 PNS10-
TACOMAM2MACFB AC Cabinet Including M2M Modem, Panel, CUBE Flasher, #2 Lock 4.5" Flare Mount 14"x16"x10" $ 2,444.00 PNS10-TACOMAM2MAC AC Cabinet Including M2M Modem, Panel, CUBE Flasher, #2 Lock 4.5" Ubolt Mount 14"x16"x10" $ 2,444.00 PNS10-
TACOMAM2MDCFB DC Cabinet Including M2M Modem, Panel, CUBE Flasher, #2 Lock 4.5" Flare Mount 14"x16"x10" $ 4,117.00 PNS10-TACOMAM2MDC DC Cabinet Including M2M Modem, Panel, CUBE Flasher, #2 Lock 4.5" Ubolt Mount 14"x16"x10" $ 4,109.00 TXDOT Approved Cabinets
Remember to add TXDOT AP22 time switch if you select TXDOT Cabinet Panel PNS10-TXDCSZ TXDOT One Battery Cabinet Including Panel No. 2 lock, Regulator and Flared Bracket Mount $ 972.00 PNS10-TXDC2BATT TXDOT Two Battery Cabinet Including Panel No. 2 lock, Regulator and Flared Bracket Mount $ 1,312.00 PNS10-RTCAC TXDOT AC Cabinet Including Panel, NEMA Flasher, #2 Lock Flared Bracket Mount $ 638.00 0 Enter $ amt. for Custom Cabinet If Applicable
If you want a BLACK Cabinet & Mount Enter Y and enter quantity below in Powder Coating
If you want a BLACK Pole Assembly Enter Y and enter quantity below in Powder Coating PNS10-Cab Black Powder Coat Cabinet & Mounting Bracket Black $ 90.00 Special Colors are available but take longer. Call for prices.

Regular Solar Panels
Includes 4.5" OD Pole Mount Hardware
PNS10-SP20 20 Watt Solar Panel Assy incl Side Pole Mount and Wiring $ 308.00 PNS10-SP30 30 Watt Solar Panel Assy incl Side Pole Mount and Wiring $ 397.00 PNS10-SP40 40 Watt Solar Panel Assy incl Side Pole Mount and Wiring $ 406.00 PNS10-SP50 50 Watt Solar Panel Assy incl Side Pole Mount and Wiring $ 438.00 PNS10-SP65 65 Watt Solar Panel Assy incl Top of Pole Mount and Wiring $ 524.00 PNS10-SP85 85 Watt Solar Panel Assy incl Top of Pole Mount and Wiring $ 642.00 PNS10-SP100 100 Watt Solar Panel Assy incl Top of Pole Mount and Wiring $ 710.00 PNS10-SP130 130 Watt Solar Panel Assy incl Top of Pole Mount and Wiring $ 801.00 PNS10-SP150 150 Watt Solar Panel Assy incl Top of Pole Mount and Wiring $ 1,044.00 If you want to mount Panel to the shaft or Mast Arm of a Signal Pole enter Y PNS10-503371IRS2 Side of Pole mount cost for 85 - 150 W Panel $ 360.00 PNS10-503371IR Iron Ridge 110 MPH Wind rated Mount $ 315.00 Batteries
PNS10-506484-18 22 (was 18) Amp Hour Gel Cell Battery $ 138.00 PNS10-500645-36 36 Amp Hour Gel Cell Battery Interstate $ 182.00 PNS10-500645-53 53 Amp Hour Gel Cell Battery Interstate $ 264.00 PNS10-500645-104 104 Amp Hour Gel Cell Battery Interstate $ 416.00 PNS10-500645AGMI 110 Amp Hour AGM Battery Interstate $ 416.00 Pole Assemblies (includes Base, Collar, Anchor Bolts and Grounding Lug) PNS10-POLE15SPALASSY 15' Spun Aluminum Pole, Base and Collar and Anchor Bolts $ 571.00 PNS10-POLE15SSASSY 15' Stainless Steel Pole, Base and Collar and Anchor Bolts $ 601.00 PNS10-POLE15BLKASSY 15' Spun Aluminum Pole, Base and Collar and Anchor Bolts Powdercoated Black $ 638.00

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DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5 HGACBuy
PNS10-Pole12 12' Spun Aluminum Pole, Base and Collar Anchor Bolts $ 517.00 PNS10-POLE20SPALASSY 20' Spun Aluminum Pole, Base and Collar and Anchor Bolts $ 668.00 PNS10-
If you want to use a Screw‐In Anchor instead of Anchor Bolts select an Anchor $ 35.00
PNS10-501312SA4 4" Anchor Pelco PB-5364 $ 298.00
PNS10-501312SA8 8" Anchor Pelco PB-5375 $ 516.00
12" Signals (Includes Visor, closure kit and Ubolt mounting hdwre) PNS10-SIGPY 12" Signal Heads Poly Yellow (1, 2 or 3 per flasher) $ 144.00 PNS10-SIGPB 12" Signal Heads Poly Black (1,2 or 3 per flasher) $ 144.00 PNS10-SIGAY 12" Signal Heads Aluminum Yellow (1, 2 or 3 per Flasher) $ 152.00 PNS10-SIGAB 12" Signal Heads Aluminum Black (1, 2 or 3 per flasher) $ 152.00 If you want to use a Side by Side Mounting instead of Top and Bottom enter Y 12" LED's
PNS10-502463 12" Amber DC 5 Watt LED IL (RTC Standard) (1, 2 or 3 per flasher) $ 68.00 PNS10-PNS-82-TSL12YLX 12" Amber AC LED IL (1, 2 or 3 per flasher) $ 68.00 PNS10-502463-8W-Red 12" Red DC 8 Watt LED IL $ 85.00
8" Signals & LEDs, Includes Visor, closure Kit and Ubolt Mount PNS10-SIG8PY 8" Signal Heads Poly Yellow $ 116.00
PNS10-SIG8AY 8" Signal Heads Aluminum Yellow $ 138.00
PNS10-502463-8L 8" Amber 5 Watt DC LED IL $ 77.00
PNS10-506493 8" Amber AC LED $ 77.00
Static Signs (Includes Ubolt Mounting Hdwre, Banding on request) PNS10-S1S5-1-MPH? S5-1 Speed Limit Sign High Vis Florescent Green (24"x48") $ 183.00 PNS10-501510 S5-1 Speed Limit Sign Engineer Grade Std Yellow (24"x48") $ 183.00 PNS10-501511VDOT S5-1 Speed Limit Sign High Vis Florescent Green (30"x60") $ 283.00 What Speed Limit do you want on the sign? MPH?
If You prefer Specific Times instead of While Flashing, enter a Y and the times needed below
Am Pm
7:45 - 8:45 3:15 - 4:00
PNS10-S1S7-1TK Cell Phone Prohibited Sign (24"x18") $ 86.00 PNS10-S1S1-1-LGK S1-1 School Pedestrian Sign Left WITHOUT Lines (36"x36") HV Green $ 222.00 PNS10-S1S1-1-RGK S1-1 School Pedestrian Sign Right WITHOUT Lines (36"x36") HV Green $ 222.00 PNS10-S1S2-1-LGK S2-1 School Pedestrian Sign Left WITH Lines (36"x36") HV Green $ 222.00 PNS10-S1S2-1-RGK S2-1 School Pedestrian Sign Right WITH Lines (36"x36") HV Green $ 222.00 PNS10-S1S4-3P-K S4-3P "School" Sign HV Green (10"x24") $ 62.00 PNS10-S1S4-4PK S4-4P "When Flashing" Sign HV Black/White (10"x24") $ 62.00 PNS10-S1W11-15K W11-15 "Ped/Bicycle Crossing" Sign HV Green (30"x30") $ 147.00 PNS10-S1S5-2K S5-2 "End School Zone" Sign Black/White (24"x30") $ 121.00 PNS10-S1W16-7P24-GK W16-7P Arrow Pointing Left to Crossing Sign (24"x12") HV Green $ 79.00 PNS10-S1W16-7P24-RGK W16-7P Arrow Pointing Right to Crossing Sign (24"x12") HV Green $ 79.00 PNS10-S1W16-7P-GK W16-7P Arrow Pointing Left to Crossing Sign (30"x18") HV Green $ 117.00 PNS10-S1W16-7PR-GK W16-7P Arrow Pointing Right to Crossing Sign (30"x18") HV Green $ 117.00 PNS10-S1W16-9P-GK W16-9P "Ahead" Sign (30"x18") HV Green $ 116.00 PNS10-502309 Sign Brackets ONLY (Signs come with Brackets) $ 26.00 Edge Light School Zone Signs (Sign Only to add to existing battery cabinet installation) PNS10-S1ELASSY
This line adds a Cabinet (Including Configurable Dimming and Configurable Flash Patterns ),20W Solar Panel, 22Ah Battery to ANY Edgelight© sign. Note: with one battery cabinet you can add an AP22 Time Switch, Guardian© and M2M communication to any sign from School Flasher Section. Pole Assembly also not included.
$ 814.00

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DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5 HGACBuy
PNS10-S1ELS5-1-15
S5-1 Speed Limit Edge Light Sign 15MPH (High Vis Florescent Green 24"x48", 12 LED's) $ 1,050.00
If not 15 MPH, What Speed do you want on the sign?
If You prefer Specific Times instead of When Flashing, enter a Y and the times needed below
Am Pm
7:45 - 8:45 3:15 - 4:00
PNS10-S1S1-1-LGK30K S1-1 Edge Light School Pedestrian Sign Left WITHOUT Lines (30"x30") $ 1,045.00 PNS10-S1ELS1-1-RGK30K S1-1 Edge Light School Pedestrian Sign Right WITHOUT Lines (30"x30") $ 1,045.00 PNS10-S1ELS1-1-LGK S1-1 Edge Light School Pedestrian Sign Left WITHOUT Lines (36"x36") $ 1,082.00 PNS10-S1ELS1-1-RGK S1-1 Edge Light School Pedestrian Sign Right WITHOUT Lines (36"x36") $ 1,082.00 PNS10-S1ELS2-1-LGK S1-1 Edge Light School Pedestrian Sign Left WITH Lines (36"x36") $ 1,082.00 PNS10-S1ELS2-1-RGK S1-1 Edge Light School Pedestrian Sign Right WITH Lines (36"x36") $ 1,082.00 PNS10-S1ELW16-7P24-GK W16-7P Edge Light Arrow Pointing Left to Crossing Sign (24"x12") $ 972.00 PNS10-S1ELW16-7P24-
RGK W16-7P Edge Light Arrow Pointing Right to Crossing Sign (24"x12") $ 972.00 PNS10-S1ELW16-7P-GK W16-7P Edge Light Arrow Pointing Left to Crossing Sign (30"x18") $ 1,010.00 PNS10-S1ELW16-7PR-GK W16-7P Edge Light Arrow Pointing Right to Crossing Sign (30"x18") $ 1,010.00 PNS10-S1ELW16-9P-GK W16-9P Edge Light "Ahead" Sign (30"x18") $ 1,010.00 PNS10-S1ELS7-1TK Edge Light Cell Phone Prohibited Sign (24"x18") $ 766.00 Time Switches
PNS10-503644 AP22 Time Switch W/ Harness $ 452.00
PNS10-503644TX TXDOT/ELTEC Replacement AP22 Time Switch W/ Harness $ 452.00 PNS10-503644B AP22 Time Switch Without Harness $ 430.00 PNS10-503644BTX TXDOT/ELTEC Replacement AP22 Time Switch W/O Harness $ 430.00 PNS10-501614 AP21 Time Switch W/ Harness $ 338.00
PNS10-501614B AP21 Time Switch W/O Harness $ 320.00
PNS10-503602-D-KITDC CPR 2102 with Pager W/ Harness (DC Cabinet mount) $ 699.00 PNS10-503602-D-KITAC CPR 2102 with Pager W/ Harness (AC Cabinet mount) $ 699.00 PNS10-503645X CPR 2102 without Pager W/O Harness for M2M Systems $ 452.00 PNS10-503645XP CPR 2102 without Pager W/O Harness for Radio Systems $ 452.00 PNS10-501628 ADD a CPR 2102 TXDOT/ELTEC Replacement Wiring Harness $ 36.00 PNS10-503518 ADD a CPR 2102 Replacement Wiring Harness $ 36.00 RTC Time Switch M2M Upgrade Program
PNS10-AP22 UPGR AP22 Upgrade (Board Replacement) includes 5 Yr Warranty $ 250.00 PNS10-AP22 UPGR AP22 Upgrade (NO Board Replacement) $ 135.00 PNS10-CPR UPGR CPR 2102 Upgrade Years 1-5 (Board Replacement) 5 Yr Warranty $ 250.00 PNS10-CPR UPGR CPR 2102 Upgrade Years 1-5 (NO Board Replacement) $ 135.00 PNS10-CPR UPGR10YR CPR 2102 Upgrade Year 6 and up (Board Replacement) $ 322.00 Guardian Flasher Monitoring System
PNS10-Guard
DC Guardian Board with Complete 3 way Wiring Harness only (use to replace existing FCB Board and only if there is an existing functional 6 terminal regulator) $ 382.00 PNS10-Guard1
DC Guardian Board with Complete 3 way Wiring Harness mounted on small panel (use if there is an existing functional 6 terminal regulator) $ 404.00
PNS10-GuardTX
DC Guardian Board with Complete 3 way TXDOT Wiring Harness and Large Panel, includes a new 20A regulator $ 495.00
PNS10-Guard2 DC Guardian Board with Complete 3 way Wiring Harness and Large Panel, includes a new 20A regulator $ 495.00 PNS10-GuardAC1
AC Guardian (Blue Enclosure) with Complete 2 way Wiring Harness (to be wired into panel with existing NEMA Flasher) $ 434.00
PNS10-GuardCAR Guardian Board to monitor a Carmanah Flasher $ 450.00 PNS10-507403S Optional Door Switch for DC Guardian $ 30.00 PNS10-507403SC Optional Door Switch for AC Guardian $ 30.00 PNS10-507403H2 DC Guardian Complete 3 Way Harness $ 29.00 PNS10-507403HAC AC Guardian Complete 3 Way Harness $ 68.00 M2M Systems
PNS10-M2M5YR-4K
Five Year Plan With Modem, RTC Connect™ Software, Premium "Always up" Cloud Based Data Storage, Cell Service, Cable, Mount and Antenna $ 1,300.00

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DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5 HGACBuy
PNS10-M2M3YR-4K
Three Year Plan With Modem, RTC Connect™ Software, Premium "Always up" Cloud Based Data Storage, Cell Service, Cable, Mount and Antenna $ 1,100.00
PNS10-M2M1YR-4K
One Year Plan With Modem, RTC Connect™ Software, Premium "Always up" Cloud Based Data Storage, Cell Service, Cable, Mount and Antenna $ 900.00
PNS10-M2M5YR-RE
Five Year RTC Connect™ Software, Premium "Always up" Cloud Based Data Storage and Cell Service Plan Only $ 720.00
PNS10-M2M3YR-RE
Three Year RTC Connect ™ Software, Premium "Always up" Cloud Based Data Storage Data and Cell Service Plan Only $ 540.00
PNS10-M2M1YR-RE
One Year RTC Connect ™ Software, Premium "Always up" Cloud Based Data Storage Data and Cell Service Plan Only $ 241.00
PNS10-M2M1MONTH-RE One MONTH Adder to renewal plan to match existing service ONLY $ 16.00 PNS10-CANADA Canadian Plans Per Year Adder $ 25.00
PNS10-503644 Include an AP22 with ANY Modem and Plan $ 387.00 PNS10-503644TX Include a TXDOT AP22 with ANY Modem and Plan $ 387.00 PNS10-M2M4WA Modem With Cable, Mount and Paddle Antenna $ 716.00 PNS10-M2MTSC TSC Modem With Cable, Slide on Bracket, Antenna (Include SIM card, plan billed directly to customer) $ 625.00 PNS10-M2M4WOA Modem With Cable, Mount but no Antenna $ 625.00 PNS10-M2MOBSWAR Modem Obsolescence Warranty (ONLY for Use with 5 yr plan Renewals) $ 325.00 PNS10-M2MYagi 7-10 Db M2M Yagi Antenna with 15' Lead and 20" Offset Mounting Bracket $ 333.00 PNS10-506473 7-10 Db M2M Omni Puck Antenna with 3' Lead and Mounting Bracket $ 125.00 PNS10-506473MT Internal Paddle Antenna $ 48.00
PNS10-M2MYCBL M2M and E2 Y Programming Cable $ 36.00
PNS10-506475M2 Modem Cable for 3G or 4G modem $ 34.00
PNS10-M2MWRTY3 Additional 3 Year Warranty on Modem to get to 5 year total Warranty $ 176.00 Central R2 Radio System
PNS10-R2Master Master 900 MHz Radio with Mounted 6dB OMNI Antenna & 50' Lead w/ Suppressor $ 891.00 PNS10-R2Remote Remote 900 MHz with Mounted 10dB Yaggi Antenna & 25' Lead $ 874.00 PNS10-503649FACSA AC Repeater Station (CPR2102 Time Switch, Cabinet, MH Repeater Radio, 5dB Omni Antenna, 50' Lead) $ 1,353.00 PNS10-503649FSA
DC Repeater Station (CPR 2102 Time Switch, Cabinet, Solar Panel, Battery, MH Repeater Radio, 5dB Omni Antenna, 50' Lead) $ 2,521.00
PNS10-503647DSA Replacement Master Radio with Power Supply (No Antenna Included) $ 641.00 PNS10-503648DM Replacement Master Radio without Power Supply (No Antenna Included) $ 602.00 PNS10-503648DSA Replacement Remote Radio without Power Supply (No Antenna Included) $ 602.00 If either Replacement Radio is a Repeater please enter a Y PNS10-R2ESR2 ESR 902 Serial Port Server & Cables to connect existing radio to network $ 779.00 PNS10-501676FM Master Radio and ESR 902 Ethernet Switch and Cables $ 1,834.00 This LAN assembly comes with a 50 ft. antenna lead. If you need more (or less) cable, please call RTC at (800) 782‐8721 for pricing.

Mobile R2
PNS10-503646B Two Way Mobile Radio for Vehicle w/5Db Antenna, Power Cord and Serial Cable $ 858.00 PNS10-R2Remote Remote 900 MHz with Mounted 10dB Yaggi Antenna & 25' Lead $ 874.00 E2 Ethernet Switch
PNS10-503486 E2 Ethernet Switch Converter $ 259.00
PNS10-503486YC E2 Y programming Cable $ 17.00
Central R1 (MDS) Radio System (Existing Customers Only) PNS10-503646KIT Master MDS 900 MHz Radio with Mounted 5dB OMNI Antenna & 50' Lead w/ Suppressor $ 1,083.00 PNS10-503648CKIT Remote MDS 900 MHz Radio with Mounted 10dB Yagi Antenna & 25' Lead w/ Suppressor $ 1,083.00 PNS10-503646 Replacement Master Radio with Adapter for CPR 2102 Power Supply (No Antenna Included) $ 885.00 PNS10-505402 Replacement Master Radio without Power Supply or cable (No Antenna Included) $ 885.00 PNS10-503648C Replacement Remote Radio without Power Supply ( for AP22 or CPR2102 Antenna Included) $ 976.00

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DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5 HGACBuy
PNS10-503645LV
CPR2102 with Remote MDS 900 MHz Radio with Mounted 5dB Omni Antenna and 50' Lead/ suppressor for Las Vegas Nevada $ 1,323.00
PNS10-503645E
CPR2102 with Remote MDS 900 MHz Radio with Mounted 5dB Omni Antenna and 50' Lead/ suppressor for Clark County $ 1,323.00
If either Replacement Radio is a Repeater please enter a Y PNS10-501676F Master MDS Radio and ESR 902 Ethernet Switch and Cables $ 2,041.00 This LAN assembly comes with a 50 ft. antenna lead. If you need more (or less) cable, please call RTC at (800) 782‐8721 for pricing.

RTC Driver Feedback Signs
Power Timing and Commuincation Options
PNS10-DFS-AC11
11" A/C Basic Driver Feedback Sign to tie into existing A/C Cabinet (add Time Switch, Communication Plan/Gateway and Guardian Board as needed) $ 2,370.00
PNS10-DFS-AC11P
11" A/C "Stand Alone" Basic Driver Feedback Sign (add Time Switch, Communication Plan/Gateway and Guardian Board as needed) $ 2,542.00
PNS10-DFS-DC11
11" D/C Basic Driver Feedback Sign to tie into existing D/C Power (add Time Switch, Communication Plan/Gateway and Guardian Board as needed) $ 2,319.00
PNS10-DFS-DC11P
11" D/C "Stand Alone" Basic Driver Feedback Sign includes (2) 22 Ah Batteries and 20 Watt Solar Panel (add Time Switch, Communication Plan/Gateway and Guardian Board as needed) $ 2,765.00 PNS10-DFS-AC12
12" A/C Stand Alone Basic Driver Feedback Sign (add Time Switch, Communication Plan/Gateway and Guardian Board as needed) $ 2,230.00
PNS10-DFS-DC12
12" D/C Stand Alone Basic Driver Feedback Sign to tie into existing D/C Power (add Time Switch, Communication Plan/Gateway and Guardian Board as needed) $ 2,179.00 PNS10-DFS-DC12P
12" D/C Stand Alone Basic Driver Feedback Sign includes (2) 22 Ah Batteries and 20 Watt Solar Panel (add Time Switch, Communication Plan/Gateway and Guardian Board as needed) $ 2,807.00 PNS10-DFS-AC15
15" A/C Stand Alone Basic Driver Feedback Sign (add Time Switch, Communication Plan/Gateway and Guardian Board as needed) $ 2,813.00
PNS10-DFS-DC15
15" D/C Stand Alone Basic Driver Feedback Sign to tie into existing D/C Power (add Time Switch, Communication Plan/Gateway and Guardian Board as needed) $ 2,763.00 PNS10-DFS-DC15P
15" D/C Stand Alone Basic Driver Feedback Sign includes (2) 22 Ah Batteries and 20 Watt Solar Panel (add Time Switch, Communication Plan/Gateway and Guardian Board as needed) $ 3,389.00 PNS10-503644B Add AP22 Time Switch to any Driver Feedback sign $ 430.00 PNS10-507413 If you add a Commuication Plan below also add a gateway board $ 59.00 PNS10-M2M5YR-4K
Add Five Year Communicaion Plan With Modem, RTC Connect™ Software, Premium "Always up" Cloud Based Data Storage, Cell Service, Cable, Mount and Antenna $ 1,300.00 PNS10-M2M3YR-4K
Add Three Year Communicaion Plan With Modem, RTC Connect™ Software, Premium "Always up" Cloud Based Data Storage, Cell Service, Cable, Mount and Antenna $ 1,100.00 PNS10-M2M1YR-4K
Add One Year Communicaion Plan With Modem, RTC Connect™ Software, Premium "Always up" Cloud Based Data Storage, Cell Service, Cable, Mount and Antenna $ 900.00 PNS10-Guard
Add D/C Guardian Board with wiring harness only (use only if there is an existing functional 6 terminal regulator) $ 382.00
PNS10-SUB40W Substitute 40 Watt for 20 Watt Solar Panel $ 98.00 PNS10-ADD22AH Add 2 more 22Ah Gel cell Batteries $ 155.00 RTC Edgelight© Signs
PNS10-S1ELASSY
This line adds a Cabinet (Including Configurable Dimming and Configurable Flash Patterns ),20W Solar Panel, 22Ah Battery to ANY Edgelight© sign. Note: with one battery cabinet you can add an AP22 Time Switch, Guardian© and M2M communication to any sign from School Flasher Section. Pole Assembly also not included. $ 814.00

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DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5 HGACBuy
Edge Light School Zone Signs (Sign Only to add to regular or existing battery cabinet installation) Ubolt Mounting Hdwre included, Banding available on request PNS10-S1ELS5-1-15 S5-1 Speed Limit Edge Light Sign 15MPH (High Vis Florescent Green 24"x48", 12 LED's) $ 1,050.00 If not 15 MPH, What Speed do you want on the sign? MPH? PNS10-S1S1-1-LGK30K S1-1 Edge Light School Pedestrian Sign Left WITHOUT Lines (30"x30") $ 1,045.00 PNS10-S1ELS1-1-RGK30K S1-1 Edge Light School Pedestrian Sign Right WITHOUT Lines (30"x30") $ 1,045.00 PNS10-S1ELS1-1-LGK S1-1 Edge Light School Pedestrian Sign Left WITHOUT Lines (36"x36") $ 1,082.00 PNS10-S1ELS1-1-RGK S1-1 Edge Light School Pedestrian Sign Right WITHOUT Lines (36"x36") $ 1,082.00 PNS10-S1ELS2-1-LGK S1-1 Edge Light School Pedestrian Sign Left WITH Lines (36"x36") $ 1,082.00 PNS10-S1ELS2-1-RGK S1-1 Edge Light School Pedestrian Sign Right WITH Lines (36"x36") $ 1,082.00 PNS10-S1ELW16-7P24-GK W16-7P Edge Light Arrow Pointing Left to Crossing Sign (24"x12") $ 972.00 PNS10-S1ELW16-7P24-
RGK W16-7P Edge Light Arrow Pointing Right to Crossing Sign (24"x12") $ 972.00 PNS10-S1ELW16-7P-GK W16-7P Edge Light Arrow Pointing Left to Crossing Sign (30"x18") $ 1,010.00 PNS10-S1ELW16-7PR-GK W16-7P Edge Light Arrow Pointing Right to Crossing Sign (30"x18") $ 1,010.00 PNS10-S1ELW16-9P-GK W16-9P Edge Light "Ahead" Sign (30"x18") $ 1,010.00 PNS10-S1ELS7-1TK Edge Light Cell Phone Prohibited Sign (24"x18") $ 766.00 Edge Light Stop Signs (Edge Light Sign Only to add to regular or existing battery cabinet installation) Ubolt Mounting Hdwre included, Banding available on request PNS10-ELR1-1 30K R1-1 Stop Edge Light Sign (30"x30", 8 LED's) $ 1,041.00 PNS10-ELR1-1 36K R1-1 Stop Edge Light Sign (36"x36", 8 LED's) $ 1,067.00 PNS10-ELR1-1 48K R1-1 Stop Edge Light Sign (48"x48", 8 LED's) $ 1,117.00 Edge Light Pedestrian Crossing Signs (Edge Light Sign Only to add to regular or existing battery cabinet installation)
PNS10-ELW11-2-36K W11-2 Edge Light Pedestrian Sign Walking Left HV Green, No Lines (36"x36") $ 1,101.00 PNS10-ELW11-2R-36K W11-2 Edge Light Pedestrian Sign Walking Right HV Green, No Lines (36"x36") $ 1,101.00 PNS10-ELW11-2K W11-2 Edge Light Pedestrian Sign Walking Left HV Green, No Lines (30"x30") $ 1,065.00 PNS10-ELW11-2RK W11-2 Edge Light Pedestrian Sign Walking Right HV Green, No Lines (30"x30") $ 1,065.00 PNS10-S1ELW16-7P24-GK W16-7P Edge Light Arrow Pointing Left to Crossing Sign (24"x12") $ 972.00 PNS10-S1ELW16-7P24-
RGK W16-7P Edge Light Arrow Pointing Right to Crossing Sign (24"x12") $ 972.00 PNS10-S1ELW16-7P-GK W16-7P Edge Light Arrow Pointing Left to Crossing Sign (30"x18") $ 1,010.00 PNS10-S1ELW16-7PR-GK W16-7P Edge Light Arrow Pointing Right to Crossing Sign (30"x18") $ 1,010.00 PNS10-S1ELW16-9P-GK W16-9P Edge Light "Ahead" Sign (30"x18") $ 1,010.00 Edge Light Other Signs (Specify MUTCD Sign or ANY Other Sign) Describe Sign Here (Include MUTCD Code if known and Size ) RTC Fire Station Warning Systems

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DocuSign Envelope ID: 6CD6B187-4A93-4031-89C5-94071BF044D5 HGACBuy
Includes Cabinet, Push to Activate Sign, Fire Station Text and Truck Icon Sign, 20W Solar Panel and 53 Ah Battery for Solar Options
Add Poles, Pole Anchors, Signal Heads,  Other Signs, LED's or RRFB's if Required
If you want to mount Cabinet to the shaft of a Signal Pole enter Y Activation Cabinet Options
PNS10-600001MC
Fire Station Warning System Facility and Remote Activated (for use with Light Duty Handheld Device, Not Included) $ 2,688.00
PNS10-600001E
Opticom© Activated Transmission and Opticom© Receiving (Does not include GTT Opticom phase selector or detector or cable) $ 2,831.00
PNS10-600001RT
Radio Activated Transmission and Opticom© Receiving (Does not include GTT Opticom phase selector or detector or cable) Includes upgrade to 40 W Solar Panel $ 3,017.00 Receiving Cabinet Options
PNS10-600002R
DC Fire Station Receiving Cabinet From Facility or Light Duty Remote (20 Watt Solar Panel and 53 AH Battery) $ 2,478.00
PNS10-600007R AC Fire Station Receiving Cabinet From Facility or Light Duty Remote (Part # 502507HH) $ 1,951.00 PNS10-502547MC Light Duty Vehicle Remote Control $ 99.00 Pole Assemblies (includes Base, Collar, Anchor Bolts and Grounding Lug) PNS10-POLE15SPALASSY 15' Spun Aluminum Pole, Base and Collar and Anchor Bolts $ 571.00 PNS10-POLE15BLKASSY 15' Spun Aluminum Pole, Base and Collar and Anchor Bolts Powdercoated Black $ 638.00 PNS10-
If you want to use a Screw‐In Anchor instead of Anchor Bolts select an Anchor $ 35.00
PNS10-501312SA4 4" Anchor Pelco PB-5364 $ 298.00
PNS10-501312SA8 8" Anchor Pelco PB-5375 $ 516.00
12" Signals (Includes Visor, closure kit and Ubolt mounting hdwre) PNS10-SIGPY 12" Signal Heads Poly Yellow (1, 2 or 3 per flasher) $ 144.00 PNS10-SIGPB 12" Signal Heads Poly Black (1,2 or 3 per flasher) $ 144.00 PNS10-SIGAY 12" Signal Heads Aluminum Yellow (1, 2 or 3 per Flasher) $ 152.00 PNS10-SIGAB 12" Signal Heads Aluminum Black (1, 2 or 3 per flasher) $ 152.00 PNS10-
If you want to use a Side by Side Mounting instead of Top and Bottom  enter Y 12" LED's
PNS10-502463 12" Amber DC 5 Watt LED IL (RTC Standard) (1, 2 or 3 per flasher) $ 68.00 PNS10-PNS-82-TSL12YLX 12" Amber AC LED IL (1, 2 or 3 per flasher) $ 68.00 0 Change Solar and Battery Sizing $ -
PNS10-SUB30W Substitute 30 Watt for 20 Watt Solar Panel $ 88.00 PNS10-SUB40W Substitute 40 Watt for 20 Watt Solar Panel $ 98.00 PNS10-SUB50W Substitute 50 Watt for 20 Watt Solar Panel $ 130.00 PNS10-SUB65W Substitute 65 Watt for 20 Watt Solar Panel $ 216.00 PNS10-SUB85W Substitute 85 Watt for 20 Watt Solar Panel $ 334.00 PNS10-SUB100W Substitute 100 Watt for 20 Watt Solar Panel $ 402.00 PNS10-SUB130W Substitute 130 Watt for 20 Watt Solar Panel $ 493.00 PNS10-SUB150W Substitute 150 Watt for 20 Watt Solar Panel $ 736.00 PNS10-SUB104A Substitute 104Ah for 53Ah Battery $ 152.00 RTC Pedestrian Crossing Systems
Includes Cabinet, "Push to Activate" Sign, 40 Watt Solar Panel and 53 Ah Battery for Solar Stations Add Poles, Pole Anchors,  Signal Heads, LED's or RRFB's or Other Signs if Required
If you want to mount Cabinet to the shaft of a Signal Pole enter Y PNS10-600008ID DC Pedestrian Crossing W/ Polara Model X APS Bluetooth Pushbutton $ 2,388.00 PNS10-600008M DC Pedestrian Crossing Master W/ Pushbutton (1 -2 Remotes) $ 2,388.00

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Cypress City CouncilMarch 25, 2024

Cypress City Council
March 25, 2024