Agenda packet — Glendora City Council, August 25, 2026 (part 4 of 6)

ORDER DETAILS
Prepared By:

Phone:

Jax Harris
Email: [email protected]
Order #: Q-270482
Prepared On: 1 Jun 2023
Expires On: 30 Jun 2023

ORDER TERMS
Currency: USD
Payment Terms: Net 45 (Payments for subscriptions are due at the beginning of the period of performance.)
Current Subscription
End Date: 30 Sep 2023
Period of Performance: The Agreement will begin on date of signature and will continue through the end of the then current billing term, and will continue for an additional 48 months thereafter.

The subscription includes the following domain(s) and subdomain(s):
https://www.cityofglendora.org/
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal.

Existing Subscriptions
Solution Billing
Frequency Quantity/Unit Annual Fee
govAccess - Maintenance, Hosting, &
Licensing Fee - Core Annual 1 Each $9,380.68
One-Time Fees
Solution Billing
Frequency Quantity/Unit One-Time Fee
Government Experience Cloud (SERVE) – Setup & Config Up Front 1 Each $0.00 Granicus Web - Enhanced Package
Milestones -
40/30/30 1 Each $20,000.00
Government Experience Cloud (SERVE) –
Training Up Front 1 Each $0.00
EHQ Standard Implementation Up Front 1 Each $2,500.00
Granicus Web - AzureAD Connector -
Services Setup and Configuration Package Up Front 1 Each $0.00 Communications Cloud - Setup and
Configuration Up Front 1 Each $4,000.00
Communications Cloud - Online Training Up Front 1 Each $500.00 Setup and configuration package:

OpenForms License Up Front 1 Each $0.00
Training: OpenForms Upon Delivery 1 Each $0.00
SUBTOTAL: $27,000.00
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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New Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
Government Experience Cloud (SERVE)
Annual 1 Each $0.00
EHQ Unlimited
Annual 1 Each $15,500.00
Communications Cloud
Annual 1 Each $10,000.01
OpenCities SaaS License
Annual 1 Each $12,000.00
OpenForms Enterprise License (30 users, 100
forms) Annual 1 Each $7,500.01
SUBTOTAL: $45,000.02
• Please note, annual fees for new subscriptions will be prorated to align to Client's then-current billing term. Exceptions include Recurring Captioning Services, SMS, and Targeted Messages. • Additional volume purchased will cover the period of 15 Mar 2023 - 30 Sep 2023 The additional volume and annual fees will be added to Glendora, CA's standard subscription and will be included in the next renewal period.

Communications Cloud Tier:
for up to 10000 subscribers.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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FUTURE YEAR PRICING
Solution(s)
Period of Performance
Year 2 Year 3 Year 4 Year 5
govAccess - Maintenance,
Hosting, & Licensing Fee - Core $10,037.33 $10,739.94 $11,491.74 $12,296.16 Government Experience Cloud
(SERVE) $0.00 $0.00 $0.00 $0.00
EHQ Unlimited $16,585.00 $17,745.95 $18,988.16 $20,317.33 Communications Cloud $10,700.01 $11,449.01 $12,250.44 $13,107.97 OpenCities SaaS License $12,840.01 $13,738.81 $14,700.52 $15,729.56 OpenForms Enterprise License
(30 users, 100 forms) $8,025.01 $8,586.76 $9,187.83 $9,830.98 SUBTOTAL: $58,187.36 $62,260.47 $66,618.69 $71,282.00
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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PRODUCT DESCRIPTIONS
Solution Description
govAccess - Maintenance,
Hosting, & Licensing Fee - Core
The govAccess Maintenance, Hosting, and Licensing plan is designed to equip the client with the technology, expertise and training to keep the client's website relevant and effective over time.

Services include the following:
• Ongoing software updates
• Unlimited technical support (6:00 AM - 6:00 PM PT, Monday - Friday) • Access to training webinars and on-demand video library • Access to best practice webinars and resources
• Annual health check with research-based recommendations for website optimization
• DDoS mitigation
• Disaster recovery with 90-minute failover (RTO) and 15-minute data replication (RPO)
Government Experience Cloud
(SERVE) Government Experience Cloud is a purpose-built software-as-a-service (SaaS) solution that helps local government transform the resident experience to better connect, engage, and serve constituents by increasing workflow efficiencies and maximizing existing technology investments, such as integrations into traditional back-office enterprise solutions. The SERVE edition is an outcome focused solution that reduces costs by prioritizing moving expensive interactions with government - calls, in-person visits and downloadable PDFs - to easy-to-use self service interactions backed by data.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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Solution Description
EHQ Unlimited Unlimited engagement package for teams;
• Annual subscription
• Unlimited engagement projects per year
• Two Site Administrator • Unlimited Project Administrators • Access to all standard tools including embeddable Surveys/polls, Forums, Guestbook, Stories, Q&A, Ideas, Places and Newsfeed • Customizable registration form and Participant Relationship Manager (PRM)
• Appearance editor for homepage management, branding and styling
• Access to reporting and analysis tools including Survey Analysis, Text Analysis with sentiment, tool and project dashboards, customisable PDF survey reports and downloadable excel reports • Newsletters for project updates and project communication • 24/7 independent moderation, in-app chat and email support, access to Helpdesk and Granicus Community.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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Solution Description
Granicus Web - Enhanced Package The Enhanced package provides a citizen-focused website with a robust UX process. This package utilizes standard CMS functionality to create a modular homepage layout. It is recommended for organizations that have a small/medium website implementation team with the capacity to engage in a design process to feature their existing branding using proven design patterns for digital transformation.

This package includes:
· Professional Project Management
o Weekly / bi-weekly communication
· Basic UX Consultation, which may include one (1) or more of the following based on consultation with client:
o One (1) site analytics report based on Google Analytics o One (1) homepage heatmap analytics visualization
o One (1) internal stakeholder survey
o One (1) Community survey export
o One (1) modular homepage wireframe based on
predefined building blocks
o Information Architecture (IA) best practices review
· One (1) Content Rationalization Package (basic)
o Best practices review, one (1) hour session
o Site scrape loaded into AIM framework document
· One (1) Visual Design Package
o One (1) homepage design concept
o Interior page sample
o Mobile version sample
o Up to three (3) rounds of design revisions
· Up to two (2) CX features
o choose from Granicus library
· Development/CMS Implementation
· Content Migration - up to one hundred (100) pages
· QA & Accessibility Report
· Remote Training
o Delivered in three (3) non-consecutive sessions eight (8) hours total
o Up to ten (10) people
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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Solution Description
Communications Cloud The Cloud is a Software-as-a-Service (SaaS) solution that enables government organizations to connect with more people. By leveraging the Cloud, the client will be able to utilize a number of different outreach mediums, including email, SMS/text messages, RSS feeds, and social media integration to connect with its target audiences. The Cloud includes:
• Unlimited email sends with industry-leading delivery and management of all bounces
• Support to upload and migrate existing email lists
• Access to participate in the GovDelivery Network
• Ability to send mass notifications to multiple devices • 24/7 system monitoring, email and phone support during business hours, auto-response to inbound messages from end users, and emergency support
• Text-to-subscribe functionality
• Up to 2 Web-hosted training sessions annually
• Up to 50 administrators
• Up to 1 GovDelivery account(s)
• Access to a complete archive of all data created by the client for 18 months (rolling)
• Up to 3 hours of message template and integration development • Up to 100 subscription topics
• Up to 100,000 SMS/text messages per year from a shared short code within the United States*
*International numbers are not supported. SMS/text messages not used in the period of performance will not carry over to the following year.

EHQ Standard Implementation EHQ Standard Implementation for training and onboarding; • Site delivery and onboarding details
• Scheduled kick-off call to discuss goals and implementation process • Site Admin training on EHQ platform
• Site review and quality assurance checks prior to launch DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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Solution Description
OpenCities SaaS License The OpenCities platform allows you to launch modern, easy to use websites that evolve to put the needs of your community at the center. The SaaS License includes:
• All OpenCities out of the box functionality (excluding optional/premium modules priced separately)
• Platform setup and full project management
• Managed cloud hosting via Microsoft AzureGov
• Ongoing security updates
• Ongoing product updates and enhancements
• WCAG AA Accessibility maintained perpetually
• 99.9% up-time guarantee and 24/7 support for Priority 1 issues (per SLA)
• Comprehensive SLA and Support Ticketing system
See subscription agreement for details.

Granicus Web - AzureAD
Connector - Services Setup and
Configuration Package
The Azure AD connector integrates with your Microsoft Active Directories (via AzureAD, not on-prem), giving staff the convenience of a single signon experience and automatically mapping the appropriate roles and permissions in the CMS to relevant AD users. For your intranet, the Azure AD connector powers your staff directory and organization chart to ensure they are dynamically updated regularly. This connector may be used for your web, intranet, and subsites.

Communications Cloud - Setup
and Configuration
The Cloud is a Software-as-a-Service (SaaS) solution that enables government organizations to connect with more people. By leveraging the Cloud, the client will be able to utilize a number of different outreach mediums, including email, SMS/text messages, RSS feeds, and social media integration to connect with its target audiences. The Cloud setup and configuration includes:
• The implementation consultant will be assigned to Recipient during the setup process for up to 90 days
• Unlimited access to Web-based recorded trainings and online help for administrations on the following topics: standard Messaging, the GovDelivery Network, Automation, Mobile and Analytics
• Up to 2 Web-hosted training sessions that must be used within 180 days of Kickoff
• Up to 5 hours of message template and integration development that must be used within 90 days of Kickoff
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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Solution Description
Communications Cloud - Online
Training Provides a balance of Product knowledge and industry best practices to a specific audience. Sessions are delivered by product experts via videoconferencing technology.

OpenForms Enterprise License
(30 users, 100 forms)
OpenForms is a digital forms builder specifically designed for Government.

Government services can be complicated, but the experience for the residents accessing them shouldn’t have to be. OpenForms is perfect for the business of government, with capabilities that will help you convert complex, multi-page forms and processes into simple, step-by-step online forms that adjust based on customers responses. The Enterprise plan to accelerate digital transformation for up to: 30 users, 100 published forms.

Key features include:
• Workspaces
• Response workflows
• Custom documents (Certificates, permits, formal letters & more) • Form versioning & scheduling
• Drag and drop form builder
• Display logic and calculations
• Payments
• Insights dashboard
• Form analytics
• Support team access
• Save responses
• Unlimited responses
• Data connections and API access
• Up to: 50GB file uploads, 2,000 web API calls per hour, 20 custom documents per form
Setup and configuration
package: OpenForms License
Setup and configuration of OpenForms Team License (5 users, 50 forms) Training: OpenForms 2.5 hour OpenForms Training session for up to 20 people, delivered online.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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GRANICUS ADVANCED NETWORK AND SUBSCRIBER INFORMATION
• Granicus Communications Suite Subscriber Information. o Data provided by the Client and contact information gathered through the Client's own web properties or activities will remain the property of the Client ('Direct Subscriber'), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of the Client, unless required by law.
o Granicus shall: (i) not disclose the Client's data except to any third parties as necessary to operate the Granicus Products and Services (provided that the Client hereby grants to Granicus a perpetual, noncancelable, worldwide, non-exclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products by the Client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the functionality of the Granicus Products and any other legitimate business purpose, including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information). • Data obtained through the Granicus Advanced Network.
o Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscribe to other Granicus Client's digital communication (the 'Advanced Network'). When a Direct Subscriber signs up through one of the recommendations of the Advanced Network, that subscriber is a 'Network Subscriber' to the agency it subscribed to through the Advanced Network.
o Network Subscribers are available for use while the Client is under an active subscription with Granicus. Network Subscribers will not transfer to the Client upon termination of any Granicus Order, SOW, or Exhibit. The Client shall not use or transfer any of the Network Subscribers after termination of its Order, SOW, or Exhibit placed under this agreement. All information related to Network Subscribers must be destroyed by the Client within 15 calendar days of the Order, SOW, or Exhibit placed under this agreement terminating.
o Opt-In. During the last 10 calendar days of the Client's subscription, the Client may send an opt-in email to Network Subscribers that shall include an explanation of the Client's relationship with Granicus terminating and that the Network Subscribers may visit the Client's website to subscribe to further updates from the Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to the Client upon termination.

UPDATES TO SHARED SHORT CODES FOR SMS/TEXT MESSAGING (US CLIENTS ONLY):
• Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared short code option to a unique standard toll-free number within the United States (International numbers not supported). Short Codes are recommended for Text-to-Subscribe functionalities, if enabled where available, for an additional fee.
• Client must have explicit opt-in for all destinations sent to and adhere to all CTIA guidelines for the duration of its use.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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TERMS & CONDITIONS
• This quote, and all products and services delivered hereunder are governed by the terms located at https://granicus.com/legal/licensing, including any product-specific terms included therein (the “License Agreement”). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. • If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-270482 dated 01 Jun 2023 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Glendora, CA to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription.
• Client will be invoiced for use of any product or service measured or capped by volume or amount of usage that exceeds the permitted amount set forth in this Quote at the same cost or rate set forth herein. • Updates to Shared Short Codes for SMS/Text Messaging:

Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared short code option to a unique standard toll-free number within the United States (International numbers not supported).

Short Codes are recommended for Text-to-Subscribe functionalities, if enabled where available, for an additional fee. Client must have explicit opt-in for all destinations sent to and adhere to all CTIA guidelines for the duration of its use.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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BILLING INFORMATION
Billing Contact: Purchase Order
Required?
[ ] - No
[ ] - Yes
Billing Address: PO Number:

If PO required
Billing Email: Billing Phone:

If submitting a Purchase Order, please include the following language:

The pricing, terms, and conditions of quote Q-270482 dated 12 May 2023 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order.

AGREEMENT AND ACCEPTANCE
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms.

Glendora, CA
Signature:
\s1\
Name:
\n1\
Title:
\t1\
Date:
\d1\
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Order Form
Glendora,
CA
Order #: Q-270482
Prepared: 1 Jun 2023

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DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.

I. Cyber Liability.

Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. (a) The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Vendor. If not covered under the Vendor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Vendor’s Cyber Liability Policy as covered property as follows:
(b) Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of Vendor. (c) The Insurance obligations under this agreement shall be the greater of 1—all the Insurance coverage and limits carried by or available to the Vendor; or 2—the minimum Insurance requirements shown in this agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to Agency. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the indemnity or other obligations of the Vendor under this agreement.

II. 1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” or “Order” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein.

Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-2
professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

III. 1.2 Licensing/Permitted Use.
a) Intellectual Property Ownership. Consultant and its licensors own all IP Rights in the products. Consultant Products (“Products”) shall mean the online or cloud subscription services, on premise software, and embedded software licensed to City, and hardware components purchased by City under this Agreement. City and its authorized users have no right, title or interest in the Products other than the license rights expressly granted herein. All rights not expressly granted in the Products are reserved by the Consultant or its licensors. b) License to Products. Consultant hereby grants City a non-exclusive, nontransferable license to access and use the Products identified in the order during the term set forth therein. “Order” shall mean a binding proposal, written order, or purchasing document setting forth the Products made available to City. In addition to the terms of this contract and the order, product-specific license terms applicable to certain of the Products can be found at granicus.com/legal/licensing and are hereby incorporated into this contract by reference.

Consultant reserves all right, title and interest in and to all Consultant Products, including all rights not expressly granted to City under this contract. c) For the Scope of Services, “Deliverable(s)” shall mean any; use of computer software, written documentation, reports or materials developed or provided by Consultant specifically for City pursuant to a Scope of Services. Consultant grants City, to satisfy its contractual obligations to City, a non-exclusive, non-transferable, royalty-free, perpetual license to use the Deliverables on behalf of and for the benefit of City for City’s internal use and with the Consultant Products. Consultant retains all right, title and interest to the Deliverables except for those rights expressly granted to City by Consultant and reserves all rights not otherwise expressly granted herein.
d) Third Party Contractors. City may permit its third-party contractors to access and use the Products solely on behalf of and for the benefit of City, so long as: (i) such contractor agrees to comply with this contract as if it were City; (ii) City remains responsible for each contractor's compliance with this contract and any breach thereof; and (iii) all volume or transaction-based use of the Products includes use by contractors. All rights granted to any contractor terminate immediately upon conclusion of the services rendered to City that give rise to such right. Upon termination of such rights, contractor will immediately cease all use of the Products and uninstall and destroy all confidential or proprietary Consultant information in its possession. City will certify compliance with this section in writing upon Consultant’s request. e) Data Sources. City may only upload data related to individuals that originates with or is owned by City. City shall not upload data purchased from third parties without Consultant’s prior written consent and list cleansing services provided by Consultant for an additional fee. Consultant will not sell, use, or disclose any personal information provided by City for any purpose other than performing services subject to this Agreement.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-3
f) Content. City can only use Products to share content that is created by or owned by City and/or content for affiliated organizations, provided that use by City for affiliated organizations is in support only, and not as a primary communication vehicle for such organizations that do not have their own license to the Products. Consultant is not responsible for any content used, uploaded or migrated by City or any third party. “Content” means any material or data: (i) displayed or published on City’s website; (ii) provided by City to Consultant to perform the services; or (iii) uploaded into Products. City grants Consultant a limited, nonexclusive right during the Term to access and use the Content to provide the Products and services. Content does not include user feedback related to the Products or services, which Consultant is free to use without any further permission or consideration to City. In addition, Content does not include data generated by use of the Products, including system data and data derived from Content in an aggregated and anonymized form, which may be used by Consultant for any and all business purposes including diagnostics and system and product improvements. g) Data Backup and Protection. City will maintain a back-up of any data or data files provided to Consultant. For certain Products, Consultant offers functionality that requires subscribers to enable password protection of subscriber profiles and associated data. City assumes all responsibility for implementing and enforcing this security functionality in its sole discretion.
h) Passwords. Sign-on credentials used to access the Products are non-transferable.

City is responsible for keeping all passwords secure and for all use of the Products through City’s sign in credentials.
i) Restrictions. City shall not:
(i) Use or permit any end user to use the Products to store or display adult content, promote illegal or immoral activities, send or store infringing, obscene, threatening or unlawful or tortious material or disrupt others use of the Products, network services or network equipment, including unsolicited advertising or chain letters, propagation of computer worms and viruses, or use of the Products to make unauthorized entry into any other device accessible via the network or Products;
(ii) Use the Products as a door or signpost to another server; (iii) Disassemble, decompile, reverse engineer or make derivative works of the Products;
(iv) Rent, lease, lend, or host the Products to or for any third party, or disclose the Products to any third party except as otherwise permitted in this contract or an order or SOW;
(v) Use the Products in violation of any applicable law, rule, or regulation, including violation of laws regarding the processing, use, or disclosure of personal information, or violation of any United States export control or regulation, United States embargo, or denied or sanctioned parties prohibitions; or
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-4
(vi) Modify, adapt, or use the Products to develop any software application intended for resale which uses or competes with the Products in whole or in part.

III. 1.5 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. If Consultant fails to comply with this section, City may immediately terminate this Agreement for convenience and without cause or penalty.

IV. 1.7 Care of Work; Warranties.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other 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 may be caused by City’s own negligence.

Consultant warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successful performance for the Consultant Products and services; however, the Consultant Products and services are provided “AS IS” and as available. EXCEPT

AS PROVIDED ABOVE, EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER

WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,

EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED

WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CONSULTANT DOES NOT WARRANT THAT CONSULTANT PRODUCTS AND SERVICES WILL MEET CITY’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment as specified in each Order in accordance with specified tasks or the percentage of completion of the services, less contract retention;; (ii) payment for service fees and one-time fees according to the billing frequency specified in each Order or Scope of Services; and (iii) if applicable, time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. / / /
/ / /
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-5

2.4 Invoices.

City will pay all fees, costs and other amounts as specified in each Order or SOW. Annual fees are due upfront at the beginning of each annual term. Services fees and one-time fees are due according to the billing frequency specified in each Order or SOW. Consultant may suspend City’s access to any Products if there is a lapse in payment not remedied promptly upon notice to City. A lapse in the Term of each Order or SOW will require the payment of a setup fee to reinstate the subscription. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “CA”, and shall detail charges for all necessary and actual expenses or Contractor Products. by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the Consultant Products, work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice ; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period.

In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

3.1 Time of Essence .

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

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.4 Term and Extended Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) years from the date hereof, except as otherwise provided in the Order Schedule of Performance(Exhibit “DA”). The City Manager may, at his/her sole discretion, may DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-6
extend the Term for two (2) additional one-year Extended Terms, provided that City’s Contract Officer gives 60-days advanced written notice of the same prior to the expiration of the Term or Extended Term(s).

4.5 Prohibition Against Subcontracting or Assignment.

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

Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City, (such consent not to be unreasonably withheld); provided that Consultant may assign this Agreement with reasonable notice to the City to an affiliate or to a successor in interest resulting from acquisition of all, or substantially all, of the Consultant’s business by means of merger, stock or asset purchase, or otherwise. 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 Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

Article 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement or excerpt restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-7
Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor.

All coverages for subcontractors shall include all of the requirements stated herein.

Subcontractors do not include entities that provide general services on behalf of Consultant.

Subcontractors will only include those third parties engaged specifically by Consultant to perform services directly to City.
(f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement or excerpt for workers’ compensation. Insurance certificates and endorsements or excerpts must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-8
(e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that 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 VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of noncompliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section 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. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement or excerpt of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-9
insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant 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 Consultant, provide the same minimum insurance coverage and endorsements or excerpts required of Consultant. Consultant 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 this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged specifically for the City for this project will be submitted to City for review. (n) Reserved. Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation.
(o) Reserved. Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Consultant 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. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.3 Indemnification.
(a) To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs and expenses (including reasonable attorneys’ fees), penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) due to personal/bodily injury or death, or damage to tangible property, that may be asserted or claimed by any third party person, firm or entity arising out of or in connection with caused by the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-10
or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any third party action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and reasonable attorneys’ fees incurred in connection therewith; (b) With regard to any Claim subject to indemnification pursuant to Section 5.3a) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such third party claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and reasonable attorneys’ fees.

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

5.4 Limitation of Liability.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY FOR ALL

CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT (IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE) EXCEED THE LESSER OF TWO TIMES (2X) THE FEES PAYABLE BY CITY FOR CONSULTANT

PRODUCTS AND SERVICES OR FIVE HUNDRED THOUSAND DOLLARS
($500,000 USD). NEITHER PARTY WILL BE RESPONSIBLE FOR ANY LOST

PROFITS OR OTHER DAMAGES, INCLUDING INDIRECT, INCIDENTAL, DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-11
SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED.

THIS SECTION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.

6.2. Reserved. Reports.

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

6.3 Ownership of Documents.

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

During performance of the services, each party may receive Confidential Information of the other party.
(a) “Confidential Information” means all confidential and/or trade secret information of either party (“Disclosing Party”), including but not limited to: (i) Consultant’s Products; (ii) non-public information if it is clearly and conspicuously DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-12
marked as “confidential” or with a similar designation at the time of disclosure; (iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary before, during, or promptly after presentation or communication; and (iv) any information that should be reasonably understood to be confidential or proprietary given the nature of the information and the context in which disclosed, in each case that is disclosed to the other party (“Receiving Party”) or to which the Receiving Party gains access in connection with performance of the services.
(b) To the maximum extent permitted by the California Public Records Act, or other federal or common law principles, each Receiving Party will receive and hold any Confidential Information in strict confidence and will: (i) protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (iii) not use any Confidential Information for any purpose other than in performance of this Agreement; (iv) restrict access to Confidential Information to those of its advisors, officers, directors, employees, agents, consultants, contractors and lobbyists who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v) exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information, but no less than a reasonable degree of care. (c) If a Receiving Party is requested or required under the California Public Records Act, or other federal or common law principal of similar effect or in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance, unless such notification is prohibited by law or judicial order.
(d) The foregoing obligations do not apply to information that: (i) is already public or becomes available to the public through no breach of this section; (ii) was in the Receiving Party’s lawful possession before receipt from the Disclosing Party; (iii) is lawfully received independently from a third party who is not bound by a confidentiality obligation; or (iv) is independently developed by or on behalf of the Receiving Party without use of any Confidential Information.
(e) Upon written request of the Disclosing Party, the Receiving Party agrees to promptly return or destroy all Confidential Information in its possession, and certify its destruction in writing, provided that the Receiving Party may retain a copy of the returned or destroyed items for archival purposes in accordance with its records retention policies and subject to this section.
(b) Disclosing Party may be irreparably damaged if the obligations under this section are not enforced and as such may not have an adequate remedy in the event of a breach by Receiving Party of its obligations hereunder. The parties agree, therefore, that Disclosing Party is entitled to seek, in addition to other available remedies, an injunction DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-13
restraining any actual, threatened or further breaches of the Receiving Party’s obligations under this section or any other appropriate equitable order or decree. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

7.2 Disputes; Default.

Either party may terminate this Agreement or any Order or Scope of Services by written notice if the other party commits a material breach of this Agreement or the applicable Order or Scope of Services and fails to cure such breach within one hundred twenty (120) days after receipt of such notice, or an additional period of time as agreed to by the parties.. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-14
is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default.

If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Reserved. Retention of Funds.

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

7.7 Termination Prior to Expiration of Term.

In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer; (ii) City will promptly remit any fees due to Consultant under all Orders and Scope of Services; (iii) City’s right to access and use the Products will immediately cease (except for perpetual licenses granted under an Order, which will continue to be governed by this Agreement for the duration of the license) and (iv) the parties will return or destroy any Confidential Information of the other party in its possession, and certify upon request to the other party of compliance with the foregoing except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the . Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 B-15
produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Reserved. Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. Please strike subsection 7.8.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 C-1
Exhibit C - Help Desk Services and Availability
Granicus will provide complete help desk support for administrators and customers of the Granicus Solutions.

Regular support will be available during regular business hours, Monday-Friday; via email or toll-free telephone.

CUSTOMER SUPPORT CONTACT
Hours: 8:00 am – 10:00 pm ET (9:30 am – 5:00 pm Europe) Emergency Support is available 24/7
Please submit support requests via:
• Portal: support.granicus.com
• Email: [email protected]
• Phone: 1-800-314-0147 USA, 0800 032 7764 Europe
Please submit govDelivery Communications Cloud subscriber support only requests to:
• Portal: subscriberhelp.granicus.com
• Email: [email protected]
• Phone: 1-800-439-1420 USA, 0808 234 7450 Europe

COMMUNICATION SERVICE LEVEL AGREEMENT
Granicus response to support and service requests will be based on four (4) Severity Levels:

Severity
Level Description Examples
Initial Customer
Response Time
Level 1
Emergency. Incident represents
a total outage; the product is
unavailable or not accessible for
use
• govDelivery’s admin.govdelivery.com is down or
all sending is significantly delayed
• govMeetings web server is running but the
application is non-functional or SQL-server errors
that are not related to hardware
• govAccess website is unreachable by public users
Within one (1)
hour of
notification by
the customer of
occurrence
Level 2
Severely Impaired. Incident
occurs when a major feature of
the product is not working and
there is no workaround
available, or the workaround is
not acceptable and impacts the
primary usability of the product
• govDelivery PageWatch sending is delayed by
more than 20-30 minutes, or sudden and significant
deliverability issues or intermittent errors or low
performance issues for some or many customers
• Site operational but govMeetings modular
functionality is non-operational
• govAccess error, where there is no means of
circumvention, that renders an essential component
of the content management tool non-functioning
that did not occur at the time of the website launch
and usually requires debugging of programming
code
Within four (4)
hours of
notification by
the customer of
occurrence
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 C-2
Level 3
Impaired. Incident occurs when
a primary feature of the
product is not working as
expected and an acceptable
workaround is available – does
not impact
the basic usability of the product
• govDelivery system not connecting to social
media, single customer app/feature help, or
database requests
• govMeetings system files won’t upload, or
text not rendering
• govAccess website works but there are
problems with presentation
Within one (1)
business day of
notification by
the customer of
occurrence
Level 4
Low Impact. Incident that has a
limited business impact and
requests can be scheduled.
• Programmatic change to back-end or frontend
to improve efficiency
• Distribution of all patches and upgrades
Within three (3)
business days of
notification of
customer of
occurrence
Resolution time will be based on the service or support request and regular follow-ups will be communicated with the customer on final resolution. Granicus shall use commercially reasonable efforts to resolve errors affecting non-essential components of Granicus Solutions, or errors that can be reasonably circumvented but errors that require debugging of programming code may need to be corrected during the next regular update cycle.

AVAILABILITY
Availability is defined as the ability of users to access the Granicus Solutions services via the internet.

Granicus represents an up-time guarantee of 99% per calendar quarter for its hosted services. Notifications for Granicus Solutions of any system-wide outages will occur within one hour from the time the issues are first recognized by Granicus.

Downtime is defined as any time that the Granicus Solutions services are unavailable.

A Site Outage is defined as continuous Downtime, as determined through URL monitoring (HTTP).

Downtime reporting is limited to a Site Outage. Site Outage monitoring is conducted by Granicus utilizing industry-standard monitoring tools. Reports of Site Outages will be provided on an as-requested basis up to once per calendar quarter.

A Site Outage does not include Downtime that falls into one or several of the exclusions below:
• Scheduled or routine maintenance
• Caused by force majeure (which shall include any circumstances beyond Granicus’s reasonable control, including but not limited to, acts of God, labor strikes and other labor disturbances, power surges or failures)
• The first four (4) Site Outages in any given quarter that are corrected within fifteen (15) minutes of their start.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001/535308.1 C-3
• The first five (5) minutes of any Site Outage is a grace period and will not be considered Downtime under any circumstances o Example: a Site Outage of fourteen (14) minutes in duration that is one of the first four (4) such outages in a given quarter would not result in any Downtime, while a Site Outage of sixteen (16) minutes would result in eleven (11) minutes of Downtime. After four (4) Site Outages of between five (5) and fifteen (15) minutes in a quarter, all Site Outage time over five (5) minutes for any one instance will count as Downtime.
• For govAccess, Granicus is not responsible for errors associated with denial of service attacks, distributed denial of service attacks, or customer DNS

SCHEDULED MAINTENANCE
govDelivery. Scheduled maintenance typically occurs every thirty (30) days with average Downtime required being less than thirty (30) minutes. Planned or routine maintenance is limited to two (2) hours per week. Total scheduled Downtime for the year will not typically exceed twenty (20) hours. govMeetings. Scheduled maintenance will take place between 11:00 pm – 4:00 am ET on Fridays.

Granicus, will provide the customer with at least two (2) days’ notice for any scheduled maintenance. All system maintenance will be performed during these times, except for emergency maintenance. In the case that emergency maintenance is required, the customer will be provided as much advance notice as possible.

Granicus will clearly post that the site is down for maintenance and the expected duration of the maintenance. govAccess. Scheduled maintenance will take place between 1:00 am – 4:00 am ET every Monday.
govService. Planned or routine maintenance is limited to two (2) hours and typically occurs every two (2) weeks.

All Solutions. Notifications and additional scheduled maintenance will be posted on status.granicusops.com.

Email notifications for these products can be subscribed to from that page.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA 01240.0001 2170937.1 7/23/2026
AMENDMENT NO. 1

TO CONTRACT SERVICES AGREEMENT
THIS AMENDMENT NO. 1 TO THE CONTRACT SERVICES AGREEMENT (“Amendment”) is made by and between the CITY OF GLENDORA (“City”) and GRANICUS, LLC, a Minnesota limited liability company (“Consultant”) effective as of the _____ day of __________, 2026.

RECITALS
A. City and Consultant entered into that certain Contract Services Agreement dated September 12, 2023 (“Agreement”) whereby Consultant agreed to provide certain technology, website, software, cloud-hosting, and other services to the City. Initially capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.

B. City and Consultant now desire to amend the Agreement to extend the Term of the Agreement and make certain changes to the Contract Sum due to Consultant as set forth herein.

TERMS

1. Incorporation of Recitals. The Recitals set forth above are incorporated into and are a part of this Amendment.

2. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 2.1 (Contract Sum) of the Agreement is hereby amended as follows:
“2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “A” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed, for the initial Term of this Agreement, THREE HUNDRED THIRTY-NINE THOUSAND SEVEN HUNDRED TENTY-NINE AND 22/100 dollars ($339,729.22) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. The maximum compensation to be paid to Consultant during the period commencing on September 29, 2026 through September 30, 2027 shall be Fifty-Five Thousand One Hundred Thirty Thousand Dollars ($55,130).”
b. Section 3.4 (Term) of the Agreement is hereby amended as follows:
“3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) years September 30, 2027 from the date hereof (“Term”), except as otherwise provided in the Order (Exhibit “A”). The City Manager may, at his/her sole discretion, extent the Term for two (2) additional one-year Extended Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 01240.0001 2170937.1 7/23/2026
Terms, provided the Contract Officer gives 60-days advanced written notice of the same prior to the expiration of the Term of Extended Term(s).” c.

3. Continuing Effect of Agreement. Except as amended by this Amendment, the provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement.

4. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Consultant represents and warrants to City that, as of the date of this Amendment City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Consultant that, as of the date of this Amendment, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

5. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment.

6. Authority. The persons executing this Amendment 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 Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.

7. Counterparts. This Amendment 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. Each of the parties intend to be bound by the signatures on any telecopied, .pdf or other electronically delivered document, and are aware that the other party will rely on the telecopied, .pdf or other electronically delivered signatures, and hereby waive any defenses to the enforcement of the terms of this Amendment based on the form of signature. [SIGNATURES APPEAR ON THE FOLLOWING PAGE]
Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 01240.0001 2170937.1 7/23/2026
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
Danny Aleshire
City Attorney
Kyle Johnson
Finance Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONSULTANT:

Granicus, LLC, a Minnesota limited liability company
Name: Bernadette Foley
Title: Senior Manager, Renewals
Email Address: [email protected]
Name: Jessica Shubbie
Title: Manager, Renewals
Email Address: [email protected]
Address:
1152 15th Street NW, Ste. 800, Washington D.C. 20005
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.

Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 Aug 17, 2026 | 6:26 AM PDT
Aug 17, 2026 | 9:13 AM PDT
Order #: Q-270482
Prepared: 1 Jun 2023

Page 1 of 13 ends

ORDER DETAILS
Prepared By:

Phone:

Jax Harris
Email: [email protected]
Order #: Q-270482
Prepared On: 1 Jun 2023
Expires On: 30 Jun 2023

The subscription includes the following domain(s) and subdomain(s):
https://www.cityofglendora.org/
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal.

OpenForms License Up Front 1 Each $0.00
Training: OpenForms Upon Delivery 1 Each $0.00
SUBTOTAL: $27,000.00
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

Page 3 of 13 ends

Communications Cloud Tier:
for up to 10000 subscribers.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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FUTURE YEAR PRICING
Solution(s)
Period of Performance
Year 2 Year 3 Year 4 Year 5
govAccess - Maintenance,
Hosting, & Licensing Fee - Core $10,037.33 $10,739.94 $11,491.74 $12,296.16 Government Experience Cloud
(SERVE) $0.00 $0.00 $0.00 $0.00
EHQ Unlimited $16,585.00 $17,745.95 $18,988.16 $20,317.33 Communications Cloud $10,700.01 $11,449.01 $12,250.44 $13,107.97 OpenCities SaaS License $12,840.01 $13,738.81 $14,700.52 $15,729.56 OpenForms Enterprise License
(30 users, 100 forms) $8,025.01 $8,586.76 $9,187.83 $9,830.98 SUBTOTAL: $58,187.36 $62,260.47 $66,618.69 $71,282.00
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

Page 5 of 13 ends

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

Page 6 of 13 ends

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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This package includes:
· Professional Project Management
o Weekly / bi-weekly communication
· Basic UX Consultation, which may include one (1) or more of the following based on consultation with client:
o One (1) site analytics report based on Google Analytics o One (1) homepage heatmap analytics visualization
o One (1) internal stakeholder survey
o One (1) Community survey export
o One (1) modular homepage wireframe based on
predefined building blocks
o Information Architecture (IA) best practices review
· One (1) Content Rationalization Package (basic)
o Best practices review, one (1) hour session
o Site scrape loaded into AIM framework document
· One (1) Visual Design Package
o One (1) homepage design concept
o Interior page sample
o Mobile version sample
o Up to three (3) rounds of design revisions
· Up to two (2) CX features
o choose from Granicus library
· Development/CMS Implementation
· Content Migration - up to one hundred (100) pages
· QA & Accessibility Report
· Remote Training
o Delivered in three (3) non-consecutive sessions eight (8) hours total
o Up to ten (10) people
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

Page 8 of 13 ends

EHQ Standard Implementation EHQ Standard Implementation for training and onboarding; • Site delivery and onboarding details
• Scheduled kick-off call to discuss goals and implementation process • Site Admin training on EHQ platform
• Site review and quality assurance checks prior to launch DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

Page 9 of 13 ends

Communications Cloud - Setup
and Configuration
The Cloud is a Software-as-a-Service (SaaS) solution that enables government organizations to connect with more people. By leveraging the Cloud, the client will be able to utilize a number of different outreach mediums, including email, SMS/text messages, RSS feeds, and social media integration to connect with its target audiences. The Cloud setup and configuration includes:
• The implementation consultant will be assigned to Recipient during the setup process for up to 90 days
• Unlimited access to Web-based recorded trainings and online help for administrations on the following topics: standard Messaging, the GovDelivery Network, Automation, Mobile and Analytics
• Up to 2 Web-hosted training sessions that must be used within 180 days of Kickoff
• Up to 5 hours of message template and integration development that must be used within 90 days of Kickoff
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

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OpenForms Enterprise License
(30 users, 100 forms)
OpenForms is a digital forms builder specifically designed for Government.

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

Page 11 of 13 ends

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

Page 12 of 13 ends

DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085 Order Form
Glendora, CA
Order #: Q-270482
Prepared: 1 Jun 2023

Page 13 of 13 ends

BILLING INFORMATION
Billing Contact: Purchase Order
Required?
[ ] - No
[ ] - Yes
Billing Address: PO Number:

If PO required
Billing Email: Billing Phone:

If submitting a Purchase Order, please include the following language:

AGREEMENT AND ACCEPTANCE
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms.

Glendora, CA
Signature:
\s1\
Name:
\n1\
Title:
\t1\
Date:
\d1\
DocuSign Envelope ID: E9C711C4-518F-4A30-9DF2-F5D1258078BA Docusign Envelope ID: 4EE1DD47-7205-8501-812F-11BEC60E6085

STAFF REPORT
TO: Mayor and Council Members DATE: August 25, 2026
FROM: Public Works DISTRICT(S): Citywide
SUBJECT: Consideration of Amendment No. 1 to the Contract Service Agreement with General Pump Company for Additional On-Call Emergency and Maintenance Services for the City of Glendora Water Infrastructure

RECOMMENDATION
That the City Council:

1. Approve Amendment No. 1 to the Professional Services Agreement with General Pump Company, Inc. for oncall well and booster pump maintenance services, extending the initial term one year and increasing the contract amount by $250,000, from $300,000 to $550,000; and

2. Authorize the City Manager to execute Amendment No. 1, including minimal and/or non-substantive changes.

STRATEGIC FOCUS AREAS
Goal 4 - Sustainable Infrastructure

EXECUTIVE SUMMARY
Staff recommend that the City Council approve Amendment No. 1 to the Professional Services Agreement with General Pump Company to provide on-call well and booster pump maintenance services. The amendment will extend the initial term from three years to four and increase the contract amount from $300,000 to $550,000, an increase of $250,000.

The additional funding will allow the Public Works Water Division to continue providing emergency repairs, preventative maintenance, and rehabilitation of the City's wells, booster pump stations, and related equipment, ensuring the continued reliability of the City's water system.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
On June 13, 2023, the City Council approved multiple on-call professional service agreements following a competitive Request for Proposal (RFP) process to provide specialized maintenance and emergency support services for the City's water system. As part of that action, the City entered into a Professional Services Agreement with General Pump Company in an amount not to exceed $300,000 to provide on-call well and booster pump maintenance services.

The Agreement allows for contract amendments, as necessary, to address operational needs and funding requirements. Staff are requesting Amendment No. 1 to increase the contract authority to support the continued maintenance and repair of critical water system facilities.

DISCUSSION
The City of Glendora operates a complex water system consisting of eight active groundwater wells, twenty booster pump stations, storage reservoirs, pressure regulating facilities, hydro-pneumatic systems, and more than 210 miles of transmission and distribution pipelines. Together, these facilities provide safe and reliable drinking water to residential, commercial, industrial, and public customers throughout the community.

Maintaining this system requires ongoing preventative maintenance, scheduled equipment rehabilitation, and timely emergency repairs. Due to the specialized nature of well and booster pump systems, the Water Division relies on qualified contractors with the technical expertise and equipment necessary to supplement Water Division staff and respond quickly when repairs are needed.

Since execution of the original Agreement, the demand for specialized repair services has increased as additional maintenance needs have been identified throughout the City's water production facilities. The 2023 Water Master Plan identified rehabilitation and improvement needs throughout the water system, including recommended well rehabilitation projects and significant booster pump station improvements. Booster Stations 13 and 60 have also required significant rehabilitation and remain out of service pending completion of repairs. These repairs, combined with routine maintenance activities and unforeseen equipment failures, have resulted in greater utilization of the existing contract than originally anticipated.

The Water Division has experienced increasing maintenance demands in recent years. In 2022, Well 12 required major rehabilitation after experiencing reduced production. In 2023, Well 2 underwent repairs due to excessive pump bearing wear following more than fifteen years of operation since its last rehabilitation. Booster Stations 13 and 60 similarly required significant repairs and remain under rehabilitation. These repairs illustrate the continued need for specialized maintenance services and sufficient contract capacity to respond to both planned and unforeseen repairs.

To improve long-term system reliability, the Water Division has adopted a more proactive approach to equipment maintenance by addressing deficiencies before they develop into major failures. This strategy helps reduce emergency outages, extend the service life of critical equipment, minimize service interruptions, and reduce the likelihood of more costly emergency repairs in the future.

The original Agreement with General Pump Company allows for contract amendments as operational needs require. Staff are requesting Amendment No. 1 to extend the initial term from three to four years and to increase the contract authority by $250,000, for a revised not-to-exceed amount of $550,000. The additional funding will provide sufficient capacity to complete planned maintenance, respond to emergency equipment failures, and continue supporting the reliable operation of the City's water production facilities for the remainder of the contract term.

General Pump Company has consistently demonstrated the technical expertise, responsiveness, and specialized capabilities necessary to perform this work. Approval of Amendment No. 1 will allow the Water Division to maintain continuity of service while continuing to respond effectively to planned maintenance activities and unexpected equipment failures.

FISCAL IMPACT
Approval of Amendment No. 1 will increase the amount due to General Pump Company by $250,000, for a revised not-to-exceed total amount of $550,000.

Sufficient appropriations are available within the FY 2026-27 Adopted Mid-Cycle Budget in the Water Operations Fund 501 Public Works Water Division to support the proposed amendment.

ENVIRONMENTAL DETERMINATION
There are no CEQA impacts associated with the recommendations in this report.

Prepared By: Ivy Gonzalez, Management Analyst
Concurs With: Not Applicable
Reviewed By: Paul Zampiello, Assistant Public Works Director Certified to Availability of Funds: Kyle Johnson, Finance Director/City Treasurer Approved By: Adam Raymond, City Manager
Legal Review: Danny Aleshire, City Attorney
CEQA Review: Not Applicable
Attachments
A_General_Pump_Amendment_No_1.pdf
B_General_Pump_Original_Contract.pdf
C_General_Pump_Presentation.pdf
01240.0001 2158579.1 6/22/2026
AMENDMENT NO. 1

TO ON CALL CONTRACT SERVICES AGREEMENT
THIS AMENDMENT NO. 1 TO THE ON CALL CONTRACT SERVICES
AGREEMENT (“Amendment”) is made by and between the CITY OF GLENDORA, a California municipal corporation (“City”) and GENERAL PUMP COMPANY, INC., a California corporation (“Consultant”) effective as of the _____ day of __________, 2026.

RECITALS
A. City and Consultant entered into that certain On Call Contract Services Agreement, dated June 13th, 2023 (“Agreement”) whereby Consultant agreed to provide certain on-call services for an amount not to exceed $300,000.

B. City and Consultant now desire to extend the Term of the Agreement for an additional one-year period and increase the Contract Sum by $250,000 for a total of $550,000.

TERMS

1. Incorporation of Recitals. The Recitals set forth above are incorporated into and are a part of this Amendment.

2. Terms and Conditions. All words, terms, and phrases used or referenced in this Amendment, not expressly defined in this Amendment, shall have the same meaning ascribed to them in the Agreement.

3. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 2.1 (Contract Sum) of the Agreement is hereby amended as follows:
“Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $550,000 (Five Hundred Fifty Thousand Dollars) $300,000 (Three Hundred thousand Dollars) (“Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.
b. Section 3.4 (Term) of the Agreement is hereby amended as follows:
“Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) four (4) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City Manager may, at his/her sole discretion, extend the Term for five (5) additional one-year Extended Term(s) by giving advanced written notice of the same not later than sixty (60) calendar days prior to the expiration of the Term or any individual Extended Term.” Docusign Envelope ID: F2D86726-BC76-8250-83B6-E805B771CAEB Amendment No. 1 – General Pump (08.25.2026) 01240.0001 2158579.1 6/22/2026 -2- c. Exhibit “C-1” of the Agreement is hereby deleted and replaced as of July 1, 2026 with the Exhibit “C-1” attached to this Amendment.

4. Continuing Effect of Agreement. Except as amended by this Amendment, the provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement.

5. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Contractor represents and warrants to City that, as of the date of this Amendment City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Contractor that, as of the date of this Amendment, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

6. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment.

7. Authority. The persons executing this Amendment 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 Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.

8. Counterparts. This Amendment 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. Each of the parties intend to be bound by the signatures on any telecopied, .pdf or other electronically delivered document, and are aware that the other party will rely on the telecopied, .pdf or other electronically delivered signatures, and hereby waive any defenses to the enforcement of the terms of this Amendment based on the form of signature. [SIGNATURES APPEAR ON THE FOLLOWING PAGE]
Docusign Envelope ID: F2D86726-BC76-8250-83B6-E805B771CAEB Amendment No. 1 – General Pump (08.25.2026) 01240.0001 2158579.1 6/22/2026 -3- IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date and year first-above written.

CITY:

CITY OF GLENDORA, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
Danny Aleshire
City Attorney
Kyle Johnson
Finance Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

GENERAL PUMP COMPANY, INC., a California
corporation
Name: Michael Bodart
Title: Chief Financial Officer
Email Address: [email protected]
Name: Peter Brooks
Title: Chief Executive Officer
Email Address: [email protected]
Address: 159 N. Acacia Street, San Dimas, CA 91773
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.

Docusign Envelope ID: F2D86726-BC76-8250-83B6-E805B771CAEB Jul 8, 2026 | 5:09 PM PDT
Jul 8, 2026 | 4:31 PM PDT
01240.0001 2158579.1 6/22/2026
EXHIBIT “C-1”
Docusign Envelope ID: F2D86726-BC76-8250-83B6-E805B771CAEB

ON CALL CONTRACT SERVICES AGREEMENT
By and Between

CITY OF GLENDORA
and
GENERAL PUMP COMPANY, INC.

DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A General Pump – Water Div Emergency On Call Svcs 1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF GLENDORA AND

GENERAL PUMP COMPANY
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2023 by and between the City of Glendora, a California municipal corporation (“City”) and GENERAL PUMP COMPANY, INC., a California Corporation (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

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

C. Pursuant to the City of Glendora’s Municipal Code, City has authority to enter into and execute this Agreement.

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

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The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

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

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of 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. Consultant shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Consultant 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 will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant 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 Consultant shall, as a penalty to the City, forfeit two hundred dollars ($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 Consultant or by any subcontractor. (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant 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. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A General Pump – Water Div Emergency On Call Svcs 3
Agreement, Consultant 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, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant 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 Consultant 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. (h) 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, Consultant 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.” Consultant’s Authorized Initials ___________________
Michael Bodart, President
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant 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. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

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1.6 Familiarity with Work.

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

1.7 Care of Work.

1.8 Further Responsibilities of Parties.

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

1.9 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $50,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.10 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, the provisions of Exhibit “B” shall govern.

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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $300,000 (Three Hundred thousand Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.

2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

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

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement.

The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. / / /
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2.5 Waiver.

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

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term & Extended Term(s).

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City Manager may, at his/her sole discretion, extend the Term for five (5) additional one-year Extended Term(s) by giving advanced written notice of the same not later than sixty (60) calendar days prior to the expiration of the Term or any individual Extended Term.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

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Michael Bodart, President
Peter Brooks, CEO
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

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

4.3 Contract Officer.

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

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City.

City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.

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(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance.

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(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant 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 Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant 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 this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant 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.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A General Pump – Water Div Emergency On Call Svcs 11
misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records 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.

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

6.3 Ownership of Documents.

Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant 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 Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A General Pump – Water Div Emergency On Call Svcs 13
to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant 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 Los Angeles, State of California.

7.2 Disputes; Default.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default.

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

7.3 Retention of Funds.

7.4 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 DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A General Pump – Water Div Emergency On Call Svcs 14
Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

In addition to any other rights or remedies, either party 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, Consultant 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.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

7.9 Attorneys’ Fees.

DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A General Pump – Water Div Emergency On Call Svcs 15
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 attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that 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. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A General Pump – Water Div Emergency On Call Svcs 16
for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380, and in the case of the Consultant, 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.

9.2 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 or any other rule of construction which might otherwise apply.

9.3 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.

9.4 Integration; Amendment.

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

9.5 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.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A General Pump – Water Div Emergency On Call Svcs 17
which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement.

Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials ___________________
Michael Bodart, President
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) that 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]
DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A General Pump – Water Div Emergency On Call Svcs 18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
William W. Wynder
City Attorney
Marie Ricci
Administrative Services Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

GENERAL PUMP COMPANY, INC
Name: Michael Bodart
Title: President
Email Address: [email protected]
Name: Peter Brooks
Title: CEO
Email Address: [email protected]
Address: 159 N Acacia Street, San Dimas, CA, 91773
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.

CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED UNLESS EXECUTED UTILIZING DOCUSIGN. IN ADDITION, THE

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A May 19, 2023 | 9:14 AM PDT
May 19, 2023 | 11:42 AM PDT
Jun 15, 2023 | 6:42 PM PDT
01240.0001/535308.1 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following on-call services for the City’s Water Division:

A. Consultant shall provide as-needed all labor, materials, tools, machinery, equipment, and other items and services necessary to properly perform the work as set forth in each individual Task Order agreed to and released under this Contract, including exhibits and amendments hereto (hereinafter referred to as “the Work”). The Work shall be carried out in accordance with the contract documents in a diligent and workman-like manner, utilizing qualified personnel and good and sufficient materials and equipment. Further, Consultant shall perform only those work assignments authorized by Task Orders issued in conjunction with this Contract, or as directed by the Agency’s Project/Construction Manager for completion of emergency projects, prior to Task Order completion.

B. Where required, Consultant shall follow the most recent Watch Handbook for traffic control and provide all traffic control materials and equipment required.

C. Where required, Consultant shall follow the City of Glendora Standard Design and Specifications Manual.

II. As part of the Services, Consultant shall as-needed prepare and deliver the following tangible work products to the City:

A. Documentation shall be defined as drawings, submittals, operation, and maintenance documentation with respect to all work performed as defined in the Task Order shall be provided to Agency. Upon completion of any Task Order, the contractor shall provide Agency detailed drawings of as-built construction for its use.

III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:

A. If the requested work or services requires more than one day to reach completion, Consultant shall provide City’s Contract Officer with daily updates of the tasks and required materials through verbal communication via telephone or in person discussions.

IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A 01240.0001/535308.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.

I. Negotiation of Task Orders: City and Consultant each reserve and retain the right to negotiate the work, price, and term of any specific Task Order. However, both parties agree that the various proposed labor and expense rates used to develop each Task Order's price shall be consistent with those specified within the Consultant’s hourly rates, which are attached hereto as Exhibit “B” and incorporated herein by this reference, which Consultant may update only once annually during the Term or any Extended Term of this Agreement, and the California Department of Industrial Relations ("DIR") General Prevailing Wage Determinations for the type of work being performed, or as negotiated between the Consultant and City’s Contract Officer.

II. Task Order Price: The price for each Task Order shall be addressed and authorized via the content of each specific written Task Order.

III. Task Order Format: Each written Task Order issued under this Agreement shall be of similar form to the Sample Task Order contained herein as Exhibit B-1 and incorporated herein by this reference.

IV. Task Order Emergency Protocol: When an emergency arises, City’s Contract Officer shall solicit a request of availability via email to those vendors listed on the Emergency Construction Services Program in accordance with the City’s Emergency Protocol, which is attached hereto, referenced herein, and made a part hereof as Exhibit B-2.

V. City hereby waive the requirements of Section 5.1(c), Professional Liability DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A 01240.0001/535308.1 B-2
EXHIBIT “B-1”
DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A 01240.0001/535308.1 B-3
EXHIBIT “B-2”

EMERGENCY PROTOCOL
When an emergency arises within the city of Glendora service area, pre-approved contractors will be contacted based on specialty and scope of work.
 Emergencies will be classified by priority level.
o Priority Level 1 – Will require the first responding contractor to respond immediately. Typically, on site within 2.0 hours of call-out. o Priority Level 2 - Will allow the first responding contractor to respond the following day
o Priority Level 3 - Will be scheduled work set by the City (typically, within a few days) and will allow the City to review the first three (3) "Not to Exceed" Proposals
 Contractors available to respond must coordinate with the City’s project representative on subject of emergency and time available to meet at the emergency location.  For Priority Level 1 (Contractor crew and equipment must be on site within 2.0 hours).

Failure to be available in a timely way will result in the Agency asking the next responsible responding contractor to perform the work.
 A negotiated not-to-exceed cost will be requested from the contractor. "Not-to-exceed" is defined as, a guaranteed maximum price (also known as GMP, not-to-exceed price, NTE, or NTX) contract and is a cost-type contract where the contractor is compensated for actual costs incurred plus a fixed fee subject to the ceiling price. The contractor is responsible for cost overruns, unless the GMP has been increased via formal written approval and only as a result of differing site conditions, additional scope requested by the City, not price overruns, poor productivity, errors, or omissions. Savings resulting from cost underruns are returned to the owner.
 Once the Agency has selected a contractor, an email notice to proceed will be issued.  The contractor shall notify the Agency of all changes in work prior to the work being started with a revised not-to-exceed cost. The Agency will review and approve or deny these additional costs. Failure to submit additional costs may result in the Agency declining to pay any cost above the original not-to-exceed cost.  Any work needed offsite, e.g., permitting, engineering, fabrication, pick up and transportation of materials, must be authorized by the Agency prior to work occurring.  Daily Work reports must be provided and approved by Agency inspector on a daily basis.

DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A 01240.0001/535308.1 B-4
 All labor shall be billed per current DIR /prevailing wage for the work they do at any given time.
 Once work has been completed, the contractor shall submit a summary of all charges/expenses incurred with the following attachments:
o Summary of the charges with appropriate backup documentation o All receipts incurred including offsite costs, parts, material, labor and incidentals. o Certified Payroll information.
 Billing Rates will be paid in accordance (effective when the work is performed) with the following
o Approved hourly rates and charges for labor, equipment and tools as listed in the Contractor's proposal.
 Once costs have been agreed upon, an After-the-Fact Task order will be issued to the Contractor.
 The contractor shall submit an invoice for the agreed upon amount of the issued Afterthe-Fact Task Order within 30 days of work completion.

DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:

A. Unit Price List & Hourly Rate Sheet attached within as Exhibit C-1. The City reserves the right to accept or reject yearly fiscal rate increases containing escalation stipulations as it deems to be in the best interest of the City.

III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.9.

IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

VI. The Consultant’s billing rates for all personnel are attached as Exhibit C-1.

DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A C-2
EXHIBIT C-1
DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. None.

DocuSign Envelope ID: CB4AA4A2-CA02-4233-ACFB-F91A370F8F5A CONSIDERATION OF AMENDMENT NO. 1 TO THE CONTRACT SERVICE AGREEMENT

WITH GENERAL PUMP COMPANY FOR ADDITIONAL ON-CALL EMERGENCY AND

MAINTENANCE SERVICES FOR THE CITY OF GLENDORA WATER INFRASTRUCTURE

PUBLIC WORKS, WATER DIVISION

CITY COUNCIL
AUGUST 25, 2026

PAUL ZAMPIELLO, ASSISTANT PUBLIC WORKS DIRECTOR

ORIGINAL CONTRACT
• Approved By City Council - June 13, 2023
• Original Contract Authority $300,000
• Includes Five One - Year Renewal Options

PURPOSE

GENERAL PUMP PROVIDES MAINTENANCE FOR
RELIABLE WATER PRODUCTION INFRASTRUCTURE:
• Eight Active Wells
• Twenty Booster Pump Stations
• Storage Reservoirs
• Pressure Regulating Facilities
• Water Production Equipment

EXTEND THE INITIAL TERM
• FROM THREE TO FOUR YEARS

INCREAST CONTRACT AMOUNT
• FROM $300,000 TO $550,000
• INCREASE OF $250,000
WHY THE AMENDMENT?

WHY IS THE AMENDMENT
NEEDED?

INCREASED DEMANDS
• WELL REHABILITATION PROJECTS
• BOOSTER STATION 60 REHAB
• BOOSTER STATION 13 REHAB
• EMERGENCY EQUIPMENT FAILURES

PROACTIVE MAINTENANCE
• EXTENDS EQUIPMENT LIFE
• REDUCES EMERGENCY OUTAGES
• IMPROVES SYSTEM RELIABILITY
• CURRENT AUTHORITY $300,000
• AMENDMENT $250,000
• REVISED AUTHORITY $550,000
• WATER OPERATIONS FUND 501
• FY2026/27 ADOPTED MID-CYCLE
BUDGET

FISCAL IMPACT

RECOMMENDATION
THAT THE CITY COUNCIL:

1. APPROVE AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH GENERAL PUMP COMPANY, INC. FOR ON-CALL

WELL AND BOOSTER PUMP MAINTENANCE SERVICES, EXTENDING

THE INITIAL TERM ONE YEAR AND INCREASING THE CONTRACT
AMOUNT BY $250,000, FROM $300,000 TO $550,000; AND

2. AUTHORIZE THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1, INCLUDING MINIMAL AND/OR NON-SUBSTANTIVE CHANGES.

STAFF REPORT
TO: Mayor and Council Members DATE: August 25, 2026
FROM: Public Works DISTRICT(S): Citywide
SUBJECT: Consideration of Amendment No. 1 to the Contract Services Agreement with Big Sky Electric Inc., for On-Call Electrical Services to Extend the Term of the Agreement by One Year and Increase the Contract Amount by $100,000

RECOMMENDATION
That the City Council:

1. Approve Amendment No. 1 to the Agreement for Contract Services with Big Sky Electric, Inc. for on-call electrical services and maintenance for the City of Glendora Water Infrastructure, increasing the contract amount from $100,000 to $200,000 and extending the agreement term for an additional one-year period; and

2. Authorize the City Manager or his designee to execute Amendment No. 1, including minimal and/or nonsubstantive changes.

STRATEGIC FOCUS AREAS
Goal 4 - Sustainable Infrastructure

EXECUTIVE SUMMARY
The City utilizes on-call contractors with specialized expertise to supplement Water Division staff in maintaining critical water production facilities. These contractors provide emergency repairs, preventative maintenance, and specialized electrical services that support the reliable operation of wells, booster pump stations, treatment facilities, reservoirs, and other essential water system components.

In 2023, the City completed a competitive Request for Proposal (RFP) process for Maintenance Repairs and OnCall Emergency Response Services, which included electrical services and maintenance. Big Sky Electric, Inc. was selected to provide on-call electrical services through an Agreement for Contract Services approved by the City Council on June 13, 2023, with an initial three year term in the not-to-exceed amount of $100,000.

Since contract award, Big Sky Electric, Inc. has provided electrical repair and maintenance services supporting various Water Division facilities. Based on current operational need and maintenance activities, additional contract capacity is required to support continued services.

Staff recommends approval of Amendment No. 1 to increase the contract amount from $100,000 to $200,000 and extend the agreement for an additional one-year period. The amendment will ensure the continued availability of specialized electrical services needed to support the reliable operation of the City's water infrastructure.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
On June 13, 2023, the City Council approved an Agreement for Contract Services with Big Sky Electric, Inc. for oncall electrical services and maintenance in an amount not to exceed $100,000.

The agreement was established through a competitive Request for Proposal (RFP) process released on March 9, 2023, for Maintenance Repairs and On-Call Emergency Response Services. The RFP included four service categories: waterline repair, water well and booster pump maintenance, electrical services and maintenance, and chemical feed system maintenance. The RFP closed on April 11, 2023, and the City received seven proposals from qualified contractors. Big Sky Electric, Inc. was selected to provide electrical services and maintenance.

The Agreement for Contract Services provided for an initial three year term and allows for five (5) additional oneyear extensions in accordance with the Agreement terms.

DISCUSSION
The City's water infrastructure includes electrical systems that require routine maintenance, troubleshooting, and emergency repairs to support the continued operation of wells, booster pump stations, treatment facilities, and other critical assets. Specialized electrical contractors provide the expertise and resources necessary to perform this work safely and efficiently.

Big Sky Electric, Inc. has provided on-call electrical services since execution of the Agreement, assisting staff with routine maintenance, troubleshooting, and emergency electrical repairs at Water Division Facilities. The current contract amount of $100,000 is anticipated to be insufficient to support ongoing electrical service needs throughout the remainder of the Agreement term.

Amendment No. 1 will increase the contract amount from $100,000 to $200,000 and extend the Agreement for an additional one-year period. The amendment will provide continued access to qualified electrical services and allow staff to address routine maintenance needs and emergency repairs in a timely manner without interruption.

FISCAL IMPACT
The original Agreement for Contract Services with Big Sky Electric, Inc. was approved in an amount not-to-exceed $100,000 and funded through the Water Operations Fund 501 Production Division budget. Amendment No. 1 will increase the total contract amount to $200,000.

Sufficient appropriations are available in FY 2026-27 Adopted Mid-Cycle Budget in the Water Operations Fund 501 Production Division budget to support the increased contract amount. Actual expenditures will be based on authorized services requested and completed during the extended contract term.

ENVIRONMENTAL DETERMINATION
There are no CEQA impacts associated with the recommendations in this report.

Prepared By: Ivy Gonzalez, Management Analyst
Concurs With: Not Applicable
Reviewed By: Paul Zampiello, Assistant Public Works Director Certified to Availability of Funds: Kyle Johnson, Finance Director/City Treasurer Approved By: Adam Raymond, City Manager
Legal Review: Danny Aleshire, City Attorney
CEQA Review: Not Applicable
Attachments
A_Big_Sky_Amendment_No_1.pdf
B_Big_Sky_Original_Contract.pdf
C_Big_Sky_Presentation.pdf
01240.0001 2162405.2 7/2/2026
AMENDMENT NO. 1

TO ON CALL CONTRACT SERVICES AGREEMENT BY AND BETWEEN
CITY OF GLENDORA AND BIG SKY ELECTRIC, INC.

THIS AMENDMENT NO. 1 TO THE ON CALL CONTRACT SERVICES
AGREEMENT (“Amendment No. 1”) by and between the CITY OF GLENDORA, a California municipal corporation (“City”) and BIG SKY ELECTRIC, INC., a California corporation (“Consultant”) is entered into and effective as of the _____ day of __________, 2026. City and Consultant may be referred to individually as “Party” or collectively as “Parties.”

RECITALS
A. City and Consultant entered into that certain On Call Contract Services Agreement, dated June 13, 2023 (“Agreement”), whereby Consultant agreed to provide certain on-call services for the City’s Water Division for an amount not to exceed One Hundred Thousand Dollars ($100,000).

B. City and Consultant now desire to amend the Agreement to (i) increase the Contract Sum from $100,000 to $200,000, (ii) replace Exhibit “C-1” to update Consultant’s rates, and (iii) extend the term of the Agreement through June 13, 2027, which shall constitute the first one-year Extended Term under the Agreement.

TERMS

1. Incorporation of Recitals. The Recitals set forth above are incorporated into and are a part of this Amendment No. 1.

2. Terms and Conditions. All words, terms, and phrases used or referenced in this Amendment No. 1, not expressly defined in this Amendment No. 1, shall have the same meaning ascribed to them in the Agreement.

3. Contract Amendments. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 2.1 (Contract Sum) of the Agreement is hereby amended as follows:
“Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $200,000 (Two Hundred Thousand Dollars) $100,000 (One Hundred thousand Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.”
b. Section 3.4 (Term & Extended Term(s)) of the Agreement is hereby amended as follows:
“Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) years from the date hereof (“Term”), except as Docusign Envelope ID: 3524FF02-9CE0-8F15-80F9-6FE5EFD07115 Amendment No. 1 – Big Sky Electric (08.25.2026) 01240.0001 2162405.2 7/2/2026 Page 2 otherwise provided in the Schedule of Performance (Exhibit “D”) or in any amendment to this Agreement. Pursuant to Amendment No. 1, the Term is extended for one (1) additional year, through June 13, 2027, which shall constitute the first one-year “Extended Term” under this Section 3.4. The City Manager may, at his/her sole discretion, extend the Term for four (4) five (5) additional one-year Extended Term(s) by giving advanced written notice of the same not later than sixty (60) calendar days prior to the expiration of the Term or any individual Extended Term.”
c. Exhibit “C-1” of the Agreement is hereby deleted and replaced with the Exhibit “C-1” attached to this Amendment No. 1.

4. Ratification of Services. To the extent any services were performed by Consultant after expiration of the prior term and before the effective date of this Amendment No. 1, City and Consultant acknowledge and agree that such services are hereby ratified and shall be governed by the Agreement, as amended, subject to the Contract Sum.

5. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, the provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment No. 1.

6. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement, as amended by Amendment No. 1, is currently an effective, valid, and binding obligation.

Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Consultant that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

7. Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

8. Authority. The persons executing this Amendment No. 1 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 Amendment No. 1 on behalf of said Party, (iii) by so executing this Amendment No. 1, such Party is formally bound to the provisions of the Agreement, as amended by Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound.

Docusign Envelope ID: 3524FF02-9CE0-8F15-80F9-6FE5EFD07115 Amendment No. 1 – Big Sky Electric (08.25.2026) 01240.0001 2162405.2 7/2/2026 Page 3

9. Counterparts. This Amendment No. 1 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. Each of the Parties intend to be bound by the signatures on any telecopied, .pdf or other electronically delivered document, and are aware that the other party will rely on the telecopied, .pdf or other electronically delivered signatures, and hereby waive any defenses to the enforcement of the terms of this Amendment No. 1 based on the form of signature. [SIGNATURES APPEAR ON THE FOLLOWING PAGE]
Docusign Envelope ID: 3524FF02-9CE0-8F15-80F9-6FE5EFD07115 Amendment No. 1 – Big Sky Electric (08.25.2026) 01240.0001 2162405.2 7/2/2026 Page 4 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 on the date and year first-above written.

CITY:

CITY OF GLENDORA, a California municipal
corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
Danny Aleshire
City Attorney
Kyle Johnson
Finance Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONSULTANT:

BIG SKY ELECTRIC, INC., a California corporation
Name: Larry Strohm
Title: Chief Financial Officer
Email Address: [email protected]
Name: Chris Livingston
Title: Vice President
Email Address: [email protected]
Address: 310 McArthur Way, Suite A, Upland, CA 91786
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.

Docusign Envelope ID: 3524FF02-9CE0-8F15-80F9-6FE5EFD07115 Jul 28, 2026 | 4:54 PM PDT
Jul 28, 2026 | 3:58 PM PDT
01240.0001 2162405.2 7/2/2026
EXHIBIT “C-1”
Docusign Envelope ID: 3524FF02-9CE0-8F15-80F9-6FE5EFD07115

ON CALL CONTRACT SERVICES AGREEMENT
By and Between

CITY OF GLENDORA
and
BIG SKY ELECTRIC INC.

DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF GLENDORA AND
BIG SKY ELECTRIC, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this _____ day of __________, 2023 by and between the City of Glendora, a California municipal corporation (“City”) and BIG SKY ELECTRIC, INC., a California Corporation (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

C. Pursuant to the City of Glendora’s Municipal Code, City has authority to enter into and execute this Agreement.

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 13th June
Big Sky Electric – Water Div. Emergency On Call Svcs. 2

1.2 Consultant’s Proposal.

The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of 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. Consultant shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Consultant 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 will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant 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 Consultant shall, as a penalty to the City, forfeit two hundred dollars ($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 Consultant or by any subcontractor. (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant 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. Consultant shall be responsible for compliance with DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 3 these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant 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, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant 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 Consultant 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. (h) 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, Consultant 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.” Consultant’s Authorized Initials ___________________
Larry Strohm, President
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant 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. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 4 against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.6 Familiarity with Work.

1.7 Care of Work.

1.8 Further Responsibilities of Parties.

1.9 Additional Services.

1.10 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 DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 5 event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $100,000 (One Hundred thousand Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.

2.2 Method of Compensation.

2.3 Reimbursable Expenses.

2.4 Invoices.

DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 6

2.5 Waiver.

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

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

3.3 Force Majeure.

3.4 Term & Extended Term(s).

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City Manager may, at his/her sole discretion, extend the Term for five (5) additional one-year Extended Term(s) by giving advanced written notice of the same not later than sixty (60) calendar days prior to the expiration of the Term or any individual Extended Term.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 7 The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Larry Strohm, President
Chris Livingston, Vice President
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

4.3 Contract Officer.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 8 at any time or in any manner represent that it or any of its agents or employees are agents or employees of City.

City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.

DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 9 (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that 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 VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section 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 DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 10 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. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant 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 Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant 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 this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant 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.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 11 harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 12 City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records 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.

6.3 Ownership of Documents.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 13 and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

7.2 Disputes; Default.

7.3 Retention of Funds.

DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 14

7.4 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 Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

7.6 Legal Action.

7.7 Termination Prior to Expiration of Term.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 15 completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

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 attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

8.2 Conflict of Interest.

8.3 Covenant Against Discrimination.

DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 16

8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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.

9.2 Interpretation.

9.3 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.

9.4 Integration; Amendment.

9.5 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 DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 17 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.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement.

Consultant’s Authorized Initials ___________________
Larry Strohm, President
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) that 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]
DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 Big Sky Electric – Water Div. Emergency On Call Svcs. 18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
William W. Wynder
City Attorney
Marie Ricci
Administrative Services Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:
(BIG SKY ELECTRIC)
Name: Larry Strohm
Title: President
Email Address: [email protected]
Name: Chris Livingston
Title: Vice-President
Email Address: [email protected]
Address: 310 McArthur Way, Suite A, Upland CA 91786
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.

CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED UNLESS EXECUTED UTILIZING DOCUSIGN. IN ADDITION, THE

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 May 20, 2023 | 5:42 PM PDT
May 19, 2023 | 1:38 PM PDT
Jun 15, 2023 | 6:40 PM PDT
01240.0001/535308.1 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following on-call services for the City’s Water Division:

B. Where required, Consultant shall follow the most recent Watch Handbook for traffic control and provide all traffic control materials and equipment required.

C. Where required, Consultant shall follow the City of Glendora Standard Design and Specifications Manual.

II. As part of the Services, Consultant shall as-needed prepare and deliver the following tangible work products to the City:

IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 01240.0001/535308.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.

II. Task Order Price: The price for each Task Order shall be addressed and authorized via the content of each specific written Task Order.

V. City hereby waive the requirements of Section 5.1(c), Professional Liability DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 01240.0001/535308.1 B-2
EXHIBIT “B-1”
DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 01240.0001/535308.1 B-3
EXHIBIT “B-2”

DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 01240.0001/535308.1 B-4
 All labor shall be billed per current DIR /prevailing wage for the work they do at any given time.
 Once work has been completed, the contractor shall submit a summary of all charges/expenses incurred with the following attachments:
o Summary of the charges with appropriate backup documentation o All receipts incurred including offsite costs, parts, material, labor and incidentals. o Certified Payroll information.
 Billing Rates will be paid in accordance (effective when the work is performed) with the following
o Approved hourly rates and charges for labor, equipment and tools as listed in the Contractor's proposal.
 Once costs have been agreed upon, an After-the-Fact Task order will be issued to the Contractor.
 The contractor shall submit an invoice for the agreed upon amount of the issued Afterthe-Fact Task Order within 30 days of work completion.

DocuSign Envelope ID: E5E68557-D564-4A2B-9F5F-CCBB8045C2C5 01240.0001/535308.1 C-1
EXHIBIT “C”