Indio City Council
September 18, 2023

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8 Section 8. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties and agreements of the Authority contained herein and to be contained in the documents and instruments to be delivered at the Closing, and upon the performance by the Authority of its obligations hereunder, both as of the date hereof and as of the date of the Closing.

Accordingly, the Underwriter’s obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds shall be subject to the performance by the Authority of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions:
(a) The representations and warranties of the Authority contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing;
(b) At the time of the Closing, (i) the Indenture shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to by the Authority and Underwriter, and (ii) the Authority shall perform or have performed all of its obligations required under or specified in the Authority Agreements performed at or prior to the date of the Closing;
(c) As of the date of the Closing, all necessary official action of the Authority relating to the Authority Agreements, shall have been taken and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect; (d) The Underwriter shall have the right to terminate the Underwriter’s obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds by notifying the Authority of its election to do so if, after the execution hereof and prior to the Closing:
(i) legislation shall be introduced in, enacted by, reported out of committee, or recommended for passage by the State of California, either House of the Congress, or recommended to the Congress or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation is proposed for consideration by either such committee by any member thereof or presented as an option for consideration by either such committee by the staff or such committee or by the staff of the Joint Committee on Taxation of the Congress of the United States, or a bill to amend the Code (which, if enacted, would be effective as of a date prior to the Closing) shall be filed in either House, or a decision by a court of competent jurisdiction shall be rendered, or a regulation or filing shall be issued or proposed by or on behalf of the Department of the Treasury or the Internal Revenue Service of the United States, or other agency of the federal government, or a release or official statement shall be issued by the Department of the Treasury or the Internal Revenue Service of the United States, in any such case with respect to or affecting (directly or indirectly) the taxation of interest received on obligations of the general character of the Bonds which, in the reasonable opinion of the Underwriter, materially adversely affects the market for the Bonds or the sale, at the contemplated offering prices (or yields), by the Underwriter of the Bonds; or

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9 (ii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national or international emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the reasonable judgment of the Underwriter, impractical or inadvisable to proceed with the offering of the Bonds as contemplated in the Official Statement; or (iii) (1) legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended (the “Securities Act”), or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering, or sale of obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and then in effect, or (2) a stop order, ruling, regulation, proposed regulation or statement by or on behalf of the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering, sale or distribution of obligations of the general character of the Bonds is in violation or would be in violation of any provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended or the Trust Indenture Act of 1939, as amended; or
(iv) in the reasonable judgment of the Underwriter, the market price of the Bonds, or the market price generally of obligations of the general character of the Bonds, are materially and adversely affected because additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; or (v) there shall have occurred a general suspension of trading, minimum or maximum prices for trading shall have been fixed and be in force or maximum ranges or prices for securities shall have been required on the New York Stock Exchange or other national stock exchange whether by virtue of a determination by that exchange or by order of the Securities and Exchange Commission or any other governmental agency having jurisdiction or the Comptroller of the Currency, The New York Stock Exchange, or other national securities exchange, or any governmental authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, or financial responsibility requirements of the Underwriter; or
(vi) a general banking moratorium shall have been declared by federal or New York or California state authorities or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred such as to make it, in the judgment of the Underwriter, impractical or inadvisable to proceed with the offering of the Bonds as contemplated in the Official Statement; or

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10 (vii) (1) a downgrading or suspension of any rating (without regard to credit enhancement) by S&P Global Ratings (“S&P”) of any debt securities issued by the Authority secured by or payable from Pledged Revenues or payable from a contractual or other obligation of the Authority which is secured by or payable from Pledged Revenues, or (2) there shall have been any official statement as to a possible downgrading (such as being placed on “credit watch” or “negative outlook” or any similar qualification) of any rating without regard to credit enhancement by S&P of any debt securities described in clause (1) above, including the Bonds; or
(viii) an event shall occur which makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Official Statement or which is not reflected in the Official Statement but should be reflected therein in order to make the statements contained therein not misleading in any material respect and requires an amendment of or supplement to the Official Statement and the effect of which, in the reasonable judgment of the Underwriter, would materially adversely affect the market for the Bonds or the sale, at the contemplated offering prices (or yields), by the Underwriter of the Bonds.
(e) At or prior to the Closing, the Underwriter shall have received each of the following documents:
(i) A certified copy of the Resolution and executed originals of the Authority Agreements;
(ii) The Preliminary Official Statement and the Official Statement, with the Official Statement executed on behalf of the Authority by a duly authorized officer of the Authority;
(iii) An approving opinion of Bond Counsel, dated the date of Closing, substantially in the form attached as Appendix ___ to the Official Statement, and a reliance letter with respect thereto addressed to the Underwriter and the Trustee; (iv) A supplemental opinion of Bond Counsel, dated the date of Closing and addressed to the Underwriter, in substantially the form of Exhibit C; (v) An opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Disclosure Counsel, dated the date of closing and addressed to the Underwriter, in substantially the form of Exhibit D;
(vi) A certificate dated the date of Closing from a duly authorized official of the Authority to the effect that:
(A) The representations and warranties of the Authority contained in Section 6 hereof are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing;
(B) To the best of their knowledge, no event effecting the Authority has occurred since the date of the Official Statement which should be disclosed in

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11 the Official Statement in order to make the statements therein in light of the circumstances in which they were made not misleading in any material respect; and (C) No litigation is pending or threatened (a) to restrain or enjoin the issuance or sale of the Bonds or the validity of the Indenture, (b) in any way contesting or affecting the validity of the Authority Agreements or the Bonds, or (c) in any way contesting the existence or powers of the Authority;
(vii) An opinion of the counsel to the Authority dated the date of Closing and addressed to the Authority and the Underwriter in substantially the form of Exhibit B; (viii) An opinion of counsel to the Trustee dated the date of Closing, addressed to the Authority, the Trustee, and the Underwriter, to the effect that:
(A) the Trustee is a national banking association duly organized and validly existing under the laws of the United States of America and has full power and authority to execute and deliver the Indenture and to perform its obligations under the Indenture; and
(B) the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes a valid and binding obligation of the Trustee enforceable against the Trustee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws or equitable principles relating to or limiting creditors’ rights generally;
(ix) A certificate of the Trustee, dated the date of the Closing, to the effect that:
(A) The Trustee is a national banking association duly existing under the laws of the United States of America, and has full power and is qualified to accept and comply with the terms of the Indenture, and to perform its obligations stated therein; (B) The Trustee has accepted the duties and obligations imposed on it by the Indenture;
(C) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the consummation by the Trustee of the transactions contemplated by the Indenture to be undertaken by the Trustee; (D) Compliance with the terms of the Indenture will not conflict with, or result in a violation or breach of, or constitute a default under, any material agreement or material instrument to which the Trustee is a party or by which it is bound, or, to the best knowledge of the Trustee, any law, rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties (except that no representation, warranty or agreement is made by the Trustee with respect to any Federal or state securities or Blue Sky laws or regulations); and (E) To the knowledge of the Trustee, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or

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12 governmental agency, public board or body served on or threatened against or affecting the existence of the Trustee, or in any way contesting or affecting the validity or enforceability of the Indenture against the Trustee, or contesting the powers of the Trustee or its authority to enter into and perform its obligations under the Indenture or the Bonds, wherein an unfavorable decision, ruling or finding would adversely affect the validity of the Bonds or the Indenture;
(x) An opinion of Best Best & Krieger LLP (“Underwriter’s Counsel”) in form and substance satisfactory to the Underwriter;
(xi) A Tax Certificate, executed on behalf of the Authority by a duly authorized officer;
(xii) Evidence that a federal tax information form 8038-G has been prepared for filing with respect to the Bonds;
(xiii) Evidence of required filings with the California Debt and Investment Advisory Commission (“CDIAC”);
(xiv) A copy of the executed Blanket Letter of Representations by and between the Authority and The Depository Trust Company, New York, New York, relating to the book-entry system for the Bonds;
(xv) A letter from S&P indicating that the Bonds have been rated “_____”; (xvi) A certified resolution of the Trustee evidencing the authority of the Trustee to undertake its duties under the Indenture and the authority of the officer executing the Indenture to bind the Trustee in accordance therewith; and (xvii) Such additional legal opinions, certificates, instruments and documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the Authority’s representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Authority on or prior to the date of the Closing of all agreements then to be performed and all conditions then to be satisfied by the Authority.

All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter and Underwriter’s Counsel. Receipt of, and payment for, the Bonds shall constitute evidence of the satisfactory nature of such as to the Underwriter. The performance of any and all obligations of the Authority hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriter may be waived by the Underwriter in its sole discretion.

If the Authority shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Contract, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall

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13 terminate, and neither the Underwriter nor the Authority shall be under further obligation hereunder, except that the respective obligations of the Authority and the Underwriter set forth in Section 9 hereof shall continue in full force and effect.

Section 9. (a) The Underwriter shall be under no obligation to pay, and the Authority shall pay the following expenses incident to the performance of the Authority’s obligation hereunder:
(i) the fees and disbursements of Bond Counsel and Disclosure Counsel; (ii) the cost of printing and delivering the Bonds, the Preliminary Official Statement and the Official Statement (and any amendment or supplement prepared pursuant to Section 6(i) of this Purchase Contract); (iii) the fees and disbursements of Fieldman Rolapp & Associates, Inc., as Municipal Advisor to the Authority, accountants, advisers and of any other experts or consultants retained by the Authority; (iv) expenses (included in the expense component of the Underwriter’s spread) incurred on behalf of the Authority’s officers, employees or representatives which are incidental to implementing this Purchase Contract, including, but not limited to, meals, transportation and lodging of those officers, employees or representatives; and (v) any other expenses and costs of the Authority incident to the performance of its obligations in connection with the issuance and sale of the Bonds (which may be paid through the expense component of the underwriters’ discount), including out of pocket expenses and regulatory expenses, and any other expenses agreed to by the parties and expenses incurred on behalf of the Authority employees and representatives which are incidental to implementing this Purchase Contract, including but not limited to meals, transportation and lodging of such employees or representatives.
(b) The Underwriter shall pay all expenses incurred by them in connection with the public offering and distribution of the Bonds including, but not limited to (i) all out-ofpocket disbursements and expenses incurred by the Underwriter in connection with the offering and distribution of the Bonds, (ii) the fees and expenses of Underwriter’s Counsel, the fees and expenses of Digital Assurance Certification LLC for a continuing disclosure compliance review and amounts owed by the Underwriter to CDIAC in connection with the issuance of the Bonds (which will be reimbursed to the Underwriter through the expense component of the underwriter’s discount) but excluding these expenses provided in (a)(iv) above or as otherwise agreed to by the Underwriter and the Authority.

Section 10. Any notice or other communication to be given to the Authority under this Purchase Contract may be given by delivering the same in writing at the Authority’s address set forth above, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to Piper Sandler & Co., 50 California, Suite 3100, San Francisco, California 94111; Attention: Ralph Holmes.

Section 11. This Purchase Contract is made solely for the benefit of the Authority and the Underwriter (including their successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. All of the Authority’s representations, warranties and agreements contained in this Purchase Contract shall remain operative and in full force and effect regardless of: (a) any investigations made by or on behalf of the Underwriter; or (b) delivery of and payment for the Bonds pursuant to this Purchase Contract. The agreements contained in this Section and in Section 10 shall survive any termination of this Purchase Contract.

Section 12. In the event that any provision of this Purchase Contract shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Purchase Contract.

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14 Section 13. This Purchase Contract shall be governed by and interpreted under the laws of the State of California.

Section 14. This Purchase Contract may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute the Purchase Contract by signing any such counterpart.

Section 15. The Authority and the Underwriter acknowledge and agree that (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm’s-length commercial transaction between the Authority and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, advisor or fiduciary of the Authority, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Authority with respect to the purchase and sale contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority on other matters) and the Underwriter has no contractual obligation to the Authority with respect to the purchase and sale contemplated hereby except the contractual obligations expressly set forth in this Purchase Contract, (iv) the Underwriter is not acting as municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), (v) the Underwriter has financial and other interests that differ from those of the Authority, and (vi) the Authority and the Underwriter have consulted their own legal, financial and other advisors to the extent they deemed appropriate in connection with the purchase and sale of the Bonds. Nothing in the foregoing paragraph is intended to limit the Underwriter’s obligation of fair dealing to the Authority under MSRB Rules G-17 and G-30.

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15 Section 16. This Purchase Contract shall become effective upon the execution of the acceptance hereof by an authorized officer of the Authority and shall be valid and enforceable as of the time of such acceptance.

Very truly yours,
PIPER SANDLER & CO.

By:

Authorized Signatory
Accepted as of the date first stated above:

INDIO ELECTRIC FINANCING AUTHORITY
By:___________________________________
Authorized Officer
Time of Execution:
_______________________ p.m.

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SCHEDULE 1

MATURITIES, AMOUNTS, RATES AND PRICES
Maturity
(________ 1)
Principal
Amount
Interest
Rate Yield Price
10%
Test
Used
Hold the
Price
Offering
Rule Used

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A-1

EXHIBIT A
$__________*

INDIO ELECTRIC FINANCING AUTHORITY
ELECTRIC REVENUE BONDS, SERIES 2023

FORM OF THE CERTIFICATE OF THE AUTHORITY

REGARDING PRELIMINARY OFFICIAL STATEMENT
The undersigned hereby states and certifies:

1. That he is the duly appointed, qualified and acting __________ of the Authority (the “Authority”) and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same;

2. That there has been delivered to Piper Sandler & Co. (the “Underwriter”) of the captioned Bonds, a Preliminary Official Statement, dated _______, 2023, including the cover page and all appendices thereto, in electronic form (the “Preliminary Official Statement”), which the Authority deemed final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information permitted to be omitted therefrom by Rule 15c2-12 and except for information concerning the Depository Trust Company and the book entry system as to which no representation is made; and

3. The Authority hereby approves the use and distribution by the Underwriter of the Preliminary Official Statement.

Dated: _________, 2023

INDIO ELECTRIC FINANCING AUTHORITY
By:
[Name],[Title]
_______________________
* Preliminary, subject to change.

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B-1

EXHIBIT B

FORM OF OPINION OF AUTHORITY COUNSEL
___________, 2023
Indio Electric Financing Authority
Indio, California
Piper Sandler & Co.

San Francisco, California
$__________

INDIO ELECTRIC FINANCING AUTHORITY
ELECTRIC REVENUE BONDS, SERIES 2023
Ladies and Gentlemen:

We are counsel to the Authority of Hillsborough, California (the “Authority”), a joint exercise of powers agency organized and existing under the laws of the State of California (the “State”) and have served as such in connection with the issuance, sale and delivery of $__________ aggregate principal amount of its Electric Revenue Bonds, Series 2023 (the “Bonds”). In that connection, we have examined certain records reflecting the actions taken by the Authority pertaining to the authorization, execution and delivery of the following agreements (sometimes collectively referred to herein as the “Authority Documents”): the Indenture, dated as of December 1, 2023 (as supplemented by the First Supplemental Indenture, the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), the Bond Purchase Contract, dated ___________, 2023 (the “Bond Purchase Contract”), by and between the Authority and Piper Sandler & Co., and the Continuing Disclosure Agreement, dated as of December 1, 2023, by and between the Authority and _____________, as dissemination agent. We have reviewed the Authority Documents, the Official Statement, dated _________, 2023 (the “Official Statement”) relating to the above captioned Bonds, Resolution No. ___________ approving and authorizing the execution of the Authority Documents to which the Authority is a party and Resolution No. ___________ approving the Official Statement, adopted by the Board of Directors of the Authority on ___________, 2023 (the “Resolution”), and such additional documents as we have deemed necessary to render this opinion. For purposes of this opinion, capitalized terms used herein and not defined have the meanings assigned to them in the Bond Purchase Contract or the Indenture.

As used in this opinion, the phrase “current actual knowledge” means knowledge as we have obtained from (i) the incumbency and signature certificate of the Authority, (ii) the representations and warranties contained in each closing certificate of the Authority, and (iii) knowledge of facts or other information currently known to lawyers in our firm who have performed legal services for the Authority.

Based upon the foregoing, we are of the opinion that:

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B-2

1. The Authority is a joint exercise of powers agency, duly organized and validly existing under the Constitution and the laws of the State.

2. The Authority has full legal power and lawful authority to enter into the Authority Documents.

3. The Authority Documents have been duly authorized, executed and delivered by the Authority and constitute the valid and binding agreements of the Authority enforceable against the Authority in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditor’s rights generally.

4. The Resolution of the Authority approving and authorizing the execution and delivery of the Authority Documents and approving and authorizing the execution and delivery of the Official Statement, was duly adopted at a meeting of the governing body of the Authority, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the Resolution is in full force and effect and has not been modified, amended or rescinded.

5. Except as otherwise disclosed in the Official Statement, to our current actual knowledge, there is no litigation, proceeding, action, suit or investigation at law or in equity before or by any court, governmental agency or body, pending and for which the Authority has been served or threatened against the Authority or the Electric System, challenging the creation, organization or existence of the Authority or the Electric System, or the validity of the Authority Documents or seeking to restrain or enjoin the Pledged Revenues or in any way contesting or affecting the validity of the Authority Documents or any of the transactions referred to therein or contemplated thereby or contesting the authority of the Authority to enter into or perform its obligations under any of the Authority Documents, or under which a determination adverse to the Authority would have a material adverse effect upon the financial condition or the revenues of the Enterprise, or which, in any manner, questions or affects the right or ability of the Authority to enter into the Authority Documents or affects in any manner the right or ability of the Authority to make debt service payments on the Bonds or otherwise perform its obligations under the Authority Documents.

6. The Surcharge was duly approved and adopted by the Authority, and are valid and enforceable at the current levels levied by the Authority.

This letter is furnished by us as Authority Counsel. Other than the Authority, no attorneyclient relationship has existed or exists between our firm and you in connection with the Bonds or by virtue of this letter. Our engagement with respect to the Bonds has terminated as of the date hereof, and we disclaim any obligation to update this letter. This letter is delivered to you, is solely for your benefit and the benefit of your direct successors and assigns, and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person.

We bring to your attention the fact that our conclusions are an expression of professional judgment and are not a guarantee of a result.

Respectfully submitted,

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C-1

EXHIBIT C

FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL
__________, 2023
Indio Electric Financing Authority
Indio, California
Piper Sandler & Co.

San Francisco, California
$___________

INDIO ELECTRIC FINANCING AUTHORITY
ELECTRIC REVENUE BONDS, SERIES 2023
Ladies and Gentlemen:

We have acted as Bond Counsel in connection with the issuance and sale by the Indio Electric Financing Authority (the “Authority”) of $____________ aggregate principal amount of its Electric Revenue Bonds, Series 2023 (the “Bonds”). We are delivering this letter pursuant to Section 8(e)(v) of the Bond Purchase Contract, dated _________, 2023 (the “Bond Purchase Contract”), by and between Piper Sandler & Co. and the Authority. All capitalized terms used herein and not defined shall have the meanings as set forth in the Bond Purchase Contract.

In connection with the issuance of the Bonds and the opinions set forth below, we have examined the Indenture, dated as of December 1, 2023, (as supplemented by the First Supplemental Indenture, dated as of December 1, 2023, the “Indenture”), by and between the Authority and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”), the Bond Purchase Contract, the Continuing Disclosure Agreement; the Resolution; the Official Statement; and such other documents, instruments and materials as we deemed necessary to provide the opinions and conclusions set forth herein.

The opinions and conclusions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions or conclusions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the date hereof.

We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Authority. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents referred to in the second paragraph hereof. We have further assumed compliance with all covenants and agreements contained in such documents.

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C-2
In addition, we call attention to the fact that the rights and obligations under the Bonds, the Indenture, the Bond Purchase Contract, the Continuing Disclosure Agreement and the Resolution and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, and to the exercise of judicial discretion in appropriate cases. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum or waiver provisions contained in the foregoing documents.

From such examination we are of the opinion that:
(a) The Bond Purchase Contract and the Continuing Disclosure Agreement have each been duly authorized, executed and delivered by the Authority and, assuming the due authorization, execution and delivery by the other party thereto, as applicable, each constitute a binding and enforceable obligation of the Authority.
(b) The Bonds are exempt from registration under Section (3)(a)(2) of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended.
(c) The information in the Official Statement under the headings [“INTRODUCTION,” “THE 2023 BONDS,” “SECURITY THE 2023 BONDS” and “TAX MATTERS,” in “APPENDIX A—SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE” and in “APPENDIX D—FORM OF OPINION OF BOND COUNSEL,”] insofar as such statements expressly summarize certain provisions of the Bonds and the Indenture, the Project Agreements and Bond Counsel’s opinion concerning certain federal tax matters relating to the Bonds, are accurate in all material respects.

Additionally we consent to the form of our Bond Counsel opinion being included as Appendix ___ to the Official Statement.

This letter is furnished by us as Bond Counsel. No attorney-client relationship has existed or exists between our firm and Piper Sandler & Co., in connection with the Bonds or by virtue of this letter. This opinion is issued to and for the sole benefit of the Addressees set forth above and is issued for the sole purpose of the transaction specifically referred to herein. No person other than the Addressees set forth above may rely upon this opinion without our express prior written consent.

This opinion may not be utilized by you for any other purpose whatsoever and may not be quoted by you without our express prior written consent. Our engagement with respect to the Bonds has concluded with their issuance. We assume no obligation to review or supplement this opinion subsequent to its date, whether by reason of a change in the current laws, by legislative or regulatory action, by judicial decision or for any other reason.

Very truly yours,

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D-1

EXHIBIT D

FORM OF OPINION OF DISCLOSURE COUNSEL
___________, 2023
Indio Electric Financing Authority
Indio, California
Piper Sandler & Co.

San Francisco, California
Re: $__________ Indio Electric Financing Authority Electric Revenue Bonds, Series 2023
Ladies and Gentlemen:

We have acted as Disclosure Counsel to the Indio Electric Financing Authority (the “Authority”) with respect to the issuance of the above captioned bonds (the “Bonds”). The Bonds are being issued pursuant to the provisions of (i) ______________, (ii) Resolution No. _________ adopted by the Board of Directors of the Authority on __________, 2023, and (iii) the Indenture, dated as of December 1, 2023 (as supplemented by the First Supplemental Indenture, dated as of December 1, 2023, the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association (the “Trustee”). The Bonds are more fully described in the final Official Statement of the Authority dated __________, 2023 (the “Official Statement”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Official Statement.

In rendering this opinion, we have reviewed such records, documents, certificates and opinions, and made such other investigations of law and fact as we have deemed necessary or appropriate.

This opinion is limited to matters governed by the Federal securities law of the United States, and we assume no responsibility with respect to the applicability or effect of the laws of any other jurisdiction.

In our capacity as Disclosure Counsel, we have rendered certain legal advice and assistance to the Authority in connection with the preparation of the Preliminary Official Statement, dated __________, 2023 (the “Preliminary Official Statement”) and the Official Statement. Rendering such legal advice and assistance involved, among other things, discussions and inquiries concerning various legal matters, review of certain records, documents and proceedings, and participation in conferences with, among others, representatives of Bond Counsel, the Authority, the Underwriter, Underwriter’s Counsel, the Municipal Advisor, and other consultants, at which conferences the contents of the Official Statement and related matters were discussed. On the basis of the information made available to us in the course of the foregoing (but without having undertaken to determine or verify independently, or assuming any

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responsibility for, the accuracy, completeness or fairness of any of the statements contained in the Official Statement), no facts have come to the attention of the personnel in our firm directly involved in rendering legal advice and assistance in connection with the preparation of the Preliminary Official Statement and the Official Statement which cause us to believe that the Preliminary Official Statement as of its date and as of __________, 2023, and the Official Statement as of its date and as of the date hereof (excluding therefrom financial, engineering and statistical data; the Appendices thereto; forecasts, projections, estimates, assumptions and expressions of opinions; the treatment of the Bonds or the interest, discount or premium related thereto for tax purposes under the law of any jurisdiction; and the statements contained in the Official Statement under the captions “TAX MATTERS” and “UNDERWRITING,” as to all of which we express no view) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

During the period from the date of the Official Statement to the date of this opinion, except for our review of the certificates and opinions regarding the Official Statement delivered on the date hereof, we have not undertaken any procedures or taken any actions which were intended or likely to elicit information concerning the accuracy, completeness or fairness of any of the statements contained in the Official Statement.

We are furnishing this opinion to you, as Disclosure Counsel to the Authority, solely for your benefit. No attorney-client relationship has existed or exists between our firm and the Underwriter in connection with the Bonds or by virtue of this letter. This opinion is rendered in connection with the transaction described herein, and may not be relied upon by you for any other purpose. This opinion shall not extend to, and may not be used, circulated, quoted, referred to, or relied upon by, any other person, firm, corporation or other entity without our prior written consent. Our engagement with respect to this matter terminates upon the delivery of this opinion to you at the time of the closing relating to the Bonds, and we have no obligation to update this opinion.

Respectfully submitted,

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EXHIBIT E
$_________

INDIO ELECTRIC FINANCING AUTHORITY
ELECTRIC REVENUE BONDS, SERIES 2023

ISSUE PRICE CERTIFICATE
The undersigned, on behalf of PIPER SANDLER & CO. (“Piper”) hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).

1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Piper offered each Maturity of the Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Contract, Piper has agreed in writing that, (i) for each Hold-the-Offering-Price Maturity of the Bonds, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-theoffering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Hold-the-Offering-Price Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, for each Hold-the-Offering-Price Maturity of the Bonds, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (________, 2023), or (ii) the date on which Piper has sold at least 10% of such Maturity of the Bonds to the Public at prices that are no higher than the Initial Offering Price for such Maturity.
(d) Issuer means the Indio Electric Financing Authority.

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(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an underwriter or a related party to an underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is __________, 2023. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only.

Nothing in this certificate represents Piper’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Stradling Yocca Carlson & Rauth, a Professional Corporation, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

PIPER SANDLER & CO.

By:
[Title]
Dated: ____________, 2023

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SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL

OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES Maturity
(_____ 1)
Principal
Amount
Interest
Rate Yield Price
10%
Test
Used
Hold the
Price
Offering
Rule Used
* Term Bonds.

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SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION

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PROJECT AGREEMENT
by and between

IMPERIAL IRRIGATION DISTRICT
and

INDIO ELECTRIC FINANCING AUTHORITY
([_____________________] PROJECT)
______ __, 20__
______________________________________________________________________________

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PROJECT AGREEMENT
This Project Agreement, dated ______, 20__ (the “Project Agreement”) for reference only, is made by and between the Imperial Irrigation District (“IID”), an irrigation district established under Division 11 of the California Water Code, sections 20500 et seq., and the Indio Electric Financing Authority (the “Authority”), a California joint exercise of powers agency. (IID and Authority are sometimes referred to herein individually as a “Party,” and collectively as the “Parties”.)

RECITALS
A. The Authority was formed, and is governed by, the Joint Exercise of Powers Agreement between the City of Indio (“Indio”) and IID, dated June 21, 2023 (the “JPA”). All capitalized terms that are used herein and not defined herein shall have the meanings that are ascribed thereto in the JPA.

B. The Authority was formed for the express purpose of providing and enhancing electrical service within the territorial boundaries of Indio through the procurement, design, engineering, construction, financing, leasing, ownership, operation and maintenance of energy system improvements, system efficiency and reliability improvements and energy service enhancements.

C. The Authority realizes its purpose through the implementation of essential infrastructure electrical improvement projects to better serve the residents of Indio.

D. [Enter name of fee owner] is the fee simple owner of the real property consisting of approximately [___] acres of land located in the City of Indio, County of Riverside, State of California, APN [_________________] (the “Greater Property”). [Usage Note: add the following additional recital after (the “Greater Property”) if the fee owner is not a party to the JPA “and the Authority has procured from the fee owner real property rights in the Project Property (as defined below) as necessary to enter into this Project Agreement.] E. IID provides electric utility service to the residents of Indio through its electric power distribution system (the “IID Electric System”) and in order to better serve the residents of Indio, the Authority desires to implement an essential infrastructure electrical improvement project located on an approximately [___]-acre portion of the Greater Property (the “Project Property”) that will expand and enhance the reliability of the IID Electric System (the “Project”) as further described herein and in Exhibit “A”, which is attached hereto.

F. The Parties acknowledge that the procurement, design, engineering, construction, financing, leasing, ownership, operation, and maintenance and repair of the Project will further the purposes for which the Authority was formed and will benefit electrical service users in Indio.

G. The Project has undergone review under the California Environmental Quality Act (“CEQA”) as summarized in Exhibit “A” and the Authority has approved the Project pursuant to Resolution No. ____ adopted at a duly noticed meeting on September 18, 2023 and authorized the execution and delivery of this Project Agreement.

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H. The Parties desire to enter into this Project Agreement to memorialize their respective responsibilities and obligations with respect to the procurement, design, engineering, construction, financing, leasing, ownership, operation, and maintenance and repair of the Project.

AGREEMENTS
NOW THEREFORE, for good and valuable consideration and in consideration of the mutual promises and covenants herein contained, the Parties agree as follows:

Section 1. Scope of Project.
(a) As used herein, the Project shall mean the procurement, design, engineering, construction, financing, leasing, ownership, operation, and maintenance and repair of the electric infrastructure system and facilities described in Exhibit “A” hereto.

Section 2. Term.
(a) Effective Date. This Project Agreement shall become effective upon final approval by the Board of Directors of each Party and execution by an authorized signatory by each Party.
(b) Duration. This Project Agreement shall remain in effect from the Effective Date and end upon the earlier of (1) the termination of the JPA; (2) the transfer of ownership of the Project from the Authority to IID pursuant to the terms of the JPA and this Project Agreement; and (3) the date on which IID is no longer obligated to operate, maintain and repair the Project, as provided in Section 4(c) of this Project Agreement (the “Term”).

Section 3. Authority’s Responsibilities.
(a) The Authority shall be responsible for the payment of all costs related to the procurement, design, engineering, and construction of the Project to the Point of Interconnection (as defined in Section 4(c)) (the “Project Costs”). (b) The Authority may, in its discretion and at its sole cost and expense, engage a third party to provide inspection services in connection with the construction of the Project (the “Project Inspection Consultant”). Such Project Inspection Consultant shall be acceptable to, and approved by, IID. The Project Inspection Consultant shall provide the Authority with confirmation that the work associated with any contractor invoice has been completed in accordance with the IID Plans and Specifications (as defined in Section 4(a)) prior to the payment by the Authority of any contractor invoice. In the event the Project Inspection Consultant and IID disagree as to whether or not work has been completed in accordance with the IID Plans and Specifications, IID’s view shall prevail. (c) The Authority shall be responsible for ensuring IID has unfettered access and control over the Project during the Term so that IID is able to exercise all of its rights and remedies in Section 11 below.

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(d) The Authority shall be responsible for responding promptly to any inquiries or requests for information from IID related to the procurement, design, engineering, construction, operation, maintenance or repair of the Project. (e) The Authority shall be responsible for ensuring that the Project complies in all respects with any and all Bond or indenture covenants or agreements related to the financing of the Project.
(f) The Authority shall be responsible for performing any of the tasks agreed to by the Parties in a Side Letter defined in Section 4 (f).

Section 4. IID’s Responsibilities.
(a) IID shall be responsible for the procurement, design, engineering, construction, operation, maintenance and repair of the Project to the Point of Interconnection.

IID may enter into contracts with third parties for the procurement, design, engineering, construction, operation, maintenance and repair of the Project. IID shall cause the procurement, design, including engineering, construction, operation, maintenance and repair of the Project to comply with all applicable federal, State and local laws, ordinances, rules, regulations, orders and policies relating to the Project (“Applicable Laws”) and any applicable IID requirements, practices and standards, including all IID plans and specifications required for the procurement, design, engineering, construction, operation, maintenance and repair of the Project to the Point of Interconnection (the “IID Plans and Specifications”). IID agrees to proceed as expeditiously as possible in connection with the procurement, design, engineering and construction of the Project, including consideration of hiring additional staff and/or consultants to expedite the Project. The Authority agrees to reimburse IID for such additional staffing costs associated with expediting the Project.
(b) IID shall be responsible for providing to the Authority the IID Plans and Specifications in furtherance of the Authority’s responsibilities in Sections 3(a) and (b), however nothing herein shall require IID to provide Authority with proprietary or confidential system information.
(c) Once the Project is interconnected to the IID Electric System at the Point of Interconnection and energized, IID shall be responsible for the operation, maintenance and repair of such Project to the Point of Interconnection as provided in Section 11 below. For purposes of this Project Agreement, the “Point of Interconnection” shall mean the point as set forth in the IID Plan and Specifications that demonstrates the interconnection of the Project facilities to the IID System (the “Interconnection”) The one-line drawing shall also provide a point of demarcation for purposes of identifying the Authority’s ownership of the Project facilities. IID shall cause the operation, maintenance and repair of such Project to comply with all Applicable Laws. The costs of operating, maintaining and repairing the Project shall be paid from amounts collected by IID through the rates and charges that IID collects for electrical service provided by IID and the Authority shall not be responsible to pay any such costs of the operation, maintenance and repair of the Project. IID’s obligation to operate, maintain and repair the Project will terminate if IID no longer provides electrical service within the boundaries of Indio.

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(d) IID shall be responsible for responding promptly to any reasonable inquiries or requests for information from the Authority related to the Project, but only to the extent the information requested is not confidential and/or proprietary under the California Public Records Act codified in Government Code sections 7920.000, et seq. (e) IID shall not take any actions with respect to the operation, maintenance and/or repair of the Project that would violate any tax covenants set forth in any Bond, indenture or other financing document of the Authority relating to the financing of the Project or would otherwise cause interest on Bonds issued on a tax-exempt basis to be includable in gross income for federal income tax purposes.
(f) The Parties may agree to assign any aspect of IID’s responsibilities with respect to the procurement, design, engineering or construction of the Project to the Authority.

Such assignment must be pursuant to a side letter agreement (“Side Letter”) executed by both Parties.

Section 5. Project Documentation. IID shall be responsible for the preparation of any documentation necessary for the acquisition, design, engineering, procurement and/or construction of the Project to the Point of Interconnection, including but not limited to requests for qualifications, requests for proposals and contracts for the acquisition, design, engineering, procurement and construction of the Project. Upon written request from the Authority, IID agrees to provide final publicly issued drafts of any such requests for qualifications, requests for proposals and engineering, procurement and/or construction contracts to the Authority for its records. In accordance with Section 3(a) hereof, the Authority shall pay all costs associated with the preparation of such documentation.

Section 6. Project Substantial Completion and Acceptance. At substantial completion of the construction of the Project, IID shall confirm to the Authority that the Project complies with the IID Plans and Specifications and that IID will proceed with Interconnection of the Project.

Section 7. Project Budget and Project Costs Payments.
(a) IID will provide the Authority with a preliminary estimate of the Project Costs based on IID Plans and Specifications when available (the “Initial Project Budget”). The Initial Budget shall include an estimate of IID internal costs which shall be reimbursable to IID pursuant to Section 14 below. Based on the Initial Project Budget, IID will solicit acquisition, design, engineering, procurement and construction services that require a guaranteed maximum price construction services contract for the Project, which together with other costs incurred or contracted for by IID will constitute the final Project Budget. This Project Agreement shall be amended to incorporate the final Project Budget in the form of Exhibit “B” when available. The Project Budget will include all Project Costs relating to the acquisition, design, engineering, procurement and construction of the Project and identify any payment milestones or payment requirements for the Project Costs.
(b) As set forth in in Section 14 below, the Authority will pay all Project Costs directly to third-party contractors or to IID, as applicable, from the proceeds of Bonds, the

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proceeds of the Surcharge and any other lawfully available source of funds of the Authority as identified in the Project Budget. The Authority and IID acknowledge and agree that Indio may make certain advances to the Authority or IID to acquire transformers or other necessary equipment related to the Project and that the Authority intends to reimburse Indio for any such Project Costs from proceeds of Bonds, proceeds of the Surcharge or any other lawfully available funds of the Authority.

Section 8. Ownership of Improvements and IID Electric System. (a) Fee Title to Improvements. Fee title to the Project and its improvements as identified in Exhibit “A” shall be vested in the Authority during the Term. The Project shall have appropriate signage identifying the substation as an Authority substation to the extent allowed by Applicable Law.
(b) Transfer of Project Improvements. Upon termination of the JPA, and after the payment of all liabilities, costs, expenses and charges validly incurred under the JPA and payable by the Authority and assuming IID is still providing electrical service to Indio, the Authority shall transfer fee title to the Project and improvements to IID pursuant to and in accordance with the terms of the JPA in their “AS IS” and “WHERE IS” condition under a quitclaim deed substantially in the form of Exhibit “C.” Section 9. Grant of Leasehold Interests and Permitted Use. (a) IID, as landlord, will lease to the Authority, as tenant, the Project Property as required for implementation of the Project substantially in form of Exhibit “D “ (the “Ground Lease”).
(Usage Note: for the Northgate and Avenue 40 projects, use alternate Section 9 below as there is no lease between IID and the Authority for these projects.) [Section. 9 Reserved.]
Section 10. Project Completion Schedule.
(a) IID and the Authority shall coordinate to develop a completion schedule for the Project (the “Project Completion Schedule”). The Project Completion Schedule will include major procurement, design, engineering and construction activities, durations and milestones through the completion of the Project or the components thereof. The Parties agree that the Project Completion Schedule shall be developed by the Parties to comply with any requirements regarding the expenditure of Bond proceeds set forth under federal income tax law or under any Bond, indenture or other financing document of the Authority relating to the financing of the Project. The Project Completion Schedule shall be consistent with the Project Budget and shall be agreed to in writing by the Parties. (b) The Project Completion Schedule may be modified with the written approval of both the Parties.

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Section 11. Project Operational Provisions and IID Remedies. (a) IID Operation and Maintenance of Project. The Authority shall delegate to IID operational, repair and maintenance control of the Project to the Point of Interconnection.

IID shall maintain the Project in good condition and repair and in a manner sufficient to support the Project. Regardless of whether maintenance and repairs are made in the ordinary course or in an emergency, all maintenance and repairs shall be carried out in a manner that minimizes the impact on the Project. IID shall promptly notify the Authority of any matters of which it is aware pertaining to any damage to or loss of use of the Project or that could reasonably be expected to adversely affect the Project.
(b) IID Protection of IID Electric System; Remedies. Notwithstanding anything to the contrary contained herein, at all times during the term of this Project Agreement, IID shall have the same access to the Project as IID would have to the Project if the Project were solely funded and owned by IID. IID shall have the right in its sole and absolute discretion and without notice to the Authority to do, among other things, the following: (1) alter, modify, or repair the Project when necessary to prevent imminent risk of damage to the IID Electric System or interruption of electrical service and (2) disconnect the Interconnection at the Point of Interconnection when necessary due to (A) public emergency, (B) protect the operational integrity of the IID Electric System or (C) comply with Applicable Laws (each a “Disconnection Event,” together the “Disconnection Events”). IID shall promptly restore the Interconnection to the Point of Interconnection upon the cessation of the Disconnection Event. For all matters not caused by a Disconnection Event, IID shall advise the Authority of any matter that may affect the ability to provide service for a material time to customers served by the Project.

Section 12. Insurance Requirements.
(a) IID Insurance Requirements. Throughout the Term, IID shall maintain the insurance coverage set forth below.
(1) Comprehensive or Commercial Form General Liability Insurance (contractual liability included) as follows:
(A) Each Occurrence: $2,000,000
(B) Products/Completed Operations Aggregate: $4,000,000 (C) Personal and Advertising Injury: $2,000,000
(D) General Aggregate: $4,000,000
(2) Comprehensive Automobile Liability Insurance covering owned, non-owned, and hired vehicles. The limits of liability shall not be less than a combined single limit of $2,000,000 per occurrence.
(3) Excess Liability, umbrella insurance form, applying excess of primary to the commercial general liability, commercial automobile liability and employer’s

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liability insurance shall be provided with minimum limits of $5,000,000 per occurrence, $5,000,000 general aggregate, and $5,000,000 products/completed operations. (4) Statutorily required Workers’ Compensation Insurance. (5) Insurance required under 9(c)(1), 9(c)(2) and 9(c)(3) shall be issued by companies that are California admitted insurance companies with a Best rating of A- or better and a financial classification of VIII or better (or an equivalent rating by Standard & Poor’s or Moody’s), or as otherwise reasonably acceptable to the Authority. IID may also meet its insurance obligation under a self-insurance program reasonably acceptable to the Authority.

Insurance required under 9(c)(1), 9(c)(2), and 9(c)(3) shall be endorsed to include the Authority, its governing body, members, officers, agents, as additional insureds and waive rights of subrogation.
(b) Authority Insurance Requirements. Throughout the Term and with respect to the Project Property, the Authority shall maintain Physical Property Damage Insurance covering all real and personal property located on or in, or constituting a part of, the Project Property (including but not limited to existing IID infrastructure electrical improvements and the Project (together the “Infrastructure Electrical Improvements”) in an amount equal to at least one hundred percent (100%) of replacement value of all such property. Such insurance shall afford coverage for damages resulting from (i) fire, (ii) perils covered by extended coverage insurance as embraced in the Standard Bureau form used in the State of California, (iii) explosion of steam and pressure boilers and similar apparatus located in the Infrastructure Electrical Improvements, and (iv) flood damage if the Project Property is located within a flood plain.

Section 13. Indemnity.
(a) IID shall indemnify, defend and hold harmless the Authority and each of the Authority’s officers, directors, employees, board members, attorneys and agents from and against any and all demands, claims or lawsuits (collectively, “Claims”) arising out of IID’s activities regarding: (i) the procurement, design, including engineering and or construction of the Project, (ii) the operation, maintenance or repair of the Project, (iii) the delivery of electricity into or out of the Project, or (iv) IID’s breach of any of its obligations under this Project Agreement. IID shall fulfill its defense obligations with counsel of its or its insurance carrier’s choice, subject to the Authority’s approval, which approval shall not be unreasonably withheld.

Notwithstanding the above, IID shall have no duty to indemnify, defend and hold harmless the Authority to the extent a Claim arises out of the Authority’s or an Authority indemnified party’s gross negligence or intentional act.
(b) The Authority shall indemnify, defend and hold harmless IID and each of IID’s officers, directors, employees, board members, attorneys and agents from and against any and all Claims arising out of: (i) CEQA challenges to the Project, (ii) challenges to the issuance of any Bonds or the collection and expenditure of the Surcharge, or (iii) the Authority’s breach of any of its obligations under this Project Agreement, including but not limited to its obligation to pay Project Costs and to ensure IID’s access to the Project set forth in Section 11 of this Project Agreement. The Authority shall fulfill its defense obligations with counsel of its or its insurance carrier’s choice, subject to IID’s approval, which approval shall not be unreasonably

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withheld. Notwithstanding the above, the Authority shall have no duty to indemnify, defend and hold harmless IID to the extent a Claim arises out of IID’s or an IID indemnified party’s gross negligence or intentional act.

Section 14. Payments to IID.
(a) The Authority shall pay the Project Costs through advance payments to IID in the amounts and at the milestone dates set forth in Exhibit “E” hereto (the “Disbursement Schedule and Milestone Dates”).

Section 15. Dispute Resolution.
(a) In the event either Party has a dispute, or asserts a claim, that arises out of or in connection with this Project Agreement, or their performance thereunder, such Party (the “Disputing Party”) shall provide the other Party with written notice of the dispute or claim (“Notice of Dispute”). The Notice of Dispute shall: (a) describe what is disputed or claimed and include an identification of the alleged facts and Project Agreement sections relevant to such dispute or claim; and (b) provide the name and contact information for the designated senior representative of the disputing Party who will represent it in informal negotiations. (b) Such dispute or claim shall be referred to a designated senior representative of each Party for resolution on an informal basis as promptly as practicable after receipt of the Notice of Dispute by the other Party. In the event the designated representatives are unable to resolve the claim or dispute within thirty (30) calendar days of the other Party’s receipt of the Notice of Dispute, the Disputing Party shall, within thirty-five (35) calendar days of the other Party’s receipt of the Notice of Dispute, notify the other Party whether it either:
(a) is no longer pursuing its dispute; or (b) elects to proceed to assisted negotiation or mediation.

If the Disputing Party elects to proceed to assisted negotiation or mediation, the disputing Party shall include in its notice the names and contact information for at least three (3) possible neutral mediators meeting the qualifications described in Section 15(c) below, which would be acceptable to the disputing Party. Within five (5) Business Days of receipt of the disputing Party’s election to proceed to assisted negotiation or mediation, the other Party shall, in turn, notify the Disputing Party of the names and contact information for at least three possible neutral mediators, meeting the qualifications described in Section 15(c) below, which would be acceptable to the other Party.
(c) Any assisted negotiation or mediation initiated under these procedures shall be conducted before a single neutral mediator appointed by the Parties. If the Parties fail to agree upon a single mediator within fifteen (15) calendar days of the disputing Party’s notice of election to proceed to assisted negotiation or mediation, each Party shall choose a single neutral party who shall sit on a three-member mediation panel. The two neutral parties so chosen shall within twenty (20) calendar days select a third neutral party to chair the mediation panel. In either case, the mediators shall be knowledgeable in electric utility matters, including electric transmission and bulk power issues, and shall not have any current or past substantial business or financial relationships with either Party to the mediation. The mediator(s) shall provide each of the Parties an opportunity to be heard. In the event the Parties are unable through either assisted negotiation or mediation to resolve the dispute within ninety (90) calendar days, each Party may

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exercise whatever rights and remedies it may have in equity or at law consistent with the terms of this Project Agreement.
(d) Each Party shall be responsible for its own attorneys’ fees and costs incurred during the assisted negotiation or mediation process and for one half of the cost of the mediator(s) chosen to assist the Parties.

Section 16. Miscellaneous.
(a) Choice of Law; Venue. This Project Agreement will be governed by the laws of the State of California. All actions or proceedings arising in connection with this Project Agreement shall be tried and litigated exclusively in State court located in the County of San Diego, State of California. The aforementioned choice of venue is mandatory, thereby precluding the possibility of litigation between the Parties with respect to or arising out of this Project Agreement in any jurisdiction other than that specified in this paragraph. The Parties hereby stipulate that the U.S. state court located in the County of San Diego, State of California, shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute or proceeding arising out of or related to this Project Agreement. Each party hereby authorizes service of process sufficient for personal jurisdiction in any action against it at the address and in the manner for the giving of notice as set forth in this Project Agreement. (b) Attorneys’ Fees and Costs. Should either party hereto institute any action or proceeding in court against the other party, by reason of or alleging the failure of the other party to comply with any or all of its obligations hereunder, whether for declaratory or other relief, then the party which prevails in such action or proceeding shall be entitled, in addition to any other recovery or relief, to its reasonable attorneys’ fees and expenses related thereto (whether at the administrative, trial or appellate levels) (“Legal Costs”). (c) Time of Essence. Time is of the essence with respect to each and every provision of this Project Agreement.
(d) Exhibits. The Exhibits attached hereto are hereby incorporated herein by this reference for all purposes.
(e) Prohibition on Assignment. Neither Party may assign any right, matter or thing, referenced by this Project Agreement, in whole or in part, without the prior written consent of the other party and any attempt to so assign or transfer which is not in accordance herewith shall be null and void and of no force or effect.
(f) Successor and Assigns: This Project Agreement shall be binding on both Parties and their successors and permitted assigns.
(g) Severability. If any provision of this Project Agreement shall be held void, voidable, invalid or inoperative, no other provision of this Project Agreement shall be affected as a result thereof, and accordingly, the remaining provisions of this Project Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provisions had not been contained herein.

IEFA Resolution No. 2023-02 authorizes the issuance of not to exceed $70... Page 570 of 1306 -10-
(h) Representation. Both parties acknowledge and agree that each was represented by legal counsel during the negotiation and execution of this Project Agreement.

Section 17. Authorized Representatives and Notices
(a) Representatives. Prior to commencement of the work under the Project Agreement, IID and Authority shall each designate a representative authorized to act on behalf of each Party and shall advise the other Party in writing of the name, address and telephone number of such designated representative and shall inform the other Party of any subsequent change in such designation.
(b) Notices and Communications.
(1) Day-to-Day Notice and Communications – All communications relating to the day-to-day activities under this Project Agreement shall be exchanged between the following representatives of IID and the Authority:

TO: IID
General Manager
Imperial Irrigation District
Post Office Box 937
333 East Barioni Boulevard
Imperial, CA 92251
Telephone: (760) 339-9550
Facsimile: (760) 339-9063
TO: AUTHORITY
Executive Director
Indio Electric Financing Authority
100 Civic Center Drive
Indio, California 92201
Telephone: (760) 344-6434
Facsimile: (760) 344-8419
(2) Legal Notices and Communications. All legal notices and communications required under or related to this Project Agreement shall be in writing, and shall be delivered personally or mailed by certified mail, postage prepaid, return receipt requested, to the representatives of IID and Authority identified below. Notice shall be effective on the date of delivery.

TO: IID
General Manager
Imperial Irrigation District
Post Office Box 937
333 East Barioni Boulevard
Imperial, CA 92251
Telephone: (760) 339-9477
Facsimile: (760) 339-9392
TO: AUTHORITY
Executive Director
Indio Electric Financing Authority
100 Civic Center Drive
Indio, California 92201
Telephone: (760) 344-6434
Facsimile: (760) 344-8419
(c) Either Party may change or supplement the information exchanged concerning authorized representatives and notices by giving the other Party written notice of the new information in the manner set forth above.

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IID

IMPERIAL IRRIGATION DISTRICT
By:

President, Board of Directors
Date:

AUTHORITY

INDIO ELECTRIC FINANCING

AUTHORITY
By:

Executive Director
Date:

IEFA Resolution No. 2023-02 authorizes the issuance of not to exceed $70... Page 572 of 1306

EXHIBIT A
-1-

EXHIBIT A

PROJECT DESCRIPTION
[Pursuant to Section 6 of Resolution No ____, the Parties will use the Project description and CEQA review in Exhibit A to Resolution No. _____ to describe each Project.]

IEFA Resolution No. 2023-02 authorizes the issuance of not to exceed $70... Page 573 of 1306

EXHIBIT B
-1-

EXHIBIT B

FINAL PROJECT BUDGET
[Pursuant to Section 7.(a) of the Project Agreement, the Parties will amend the Project Agreement to incorporate the Final Project Budget when available.]

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EXHIBIT C
-1-

EXHIBIT C

FORM OF QUITCLAM DEED
[To Be Inserted]

IEFA Resolution No. 2023-02 authorizes the issuance of not to exceed $70... Page 575 of 1306

EXHIBIT D
-1-

EXHIBIT D

FORM OF GROUND LEASE
[To Be Inserted]
(Usage Note: There is no ground lease or Exhibit D
for the Northgate and Avenue 40 projects.)

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RESOLUTION NO. 10393

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF INDIO,

CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY OF A

COST REIMBURSEMENT AGREEMENT WITH THE INDIO ELECTRIC

FINANCING AUTHORITY, AND AUTHORIZING CERTAIN OTHER

MATTERS IN CONNECTION THEREWITH
WHEREAS, the City of Indio, California (the “City”), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California (“State”), is a member of the Indio Electric Financing Authority (the “Authority”), a public entity duly organized and existing under a Joint Exercise of Powers Agreement, dated June 21, 2023, between the City and the Imperial Irrigation District, an irrigation district that is duly organized and existing under and by virtue of the laws of the State, which was formed for the express purpose of providing and enhancing electrical service within the territorial boundaries of the City through the procurement, design, engineering, construction, financing, leasing, ownership, operation and maintenance of energy system improvements, system efficiency and reliability improvements and energy service enhancements; and
WHEREAS, on July 19, 2023, the Board of Directors of the Authority adopted Resolution No. 2023-01, levying a surcharge per kilowatt hour, which will be applied to all electric sales within the territorial boundaries of Indio (the “Surcharge”) for the provision and enhancement by the Authority of electrical service within the boundaries of the City; and WHEREAS, the City has expended resources to analyze the City’s electric service needs and identify capital infrastructure improvements that would enhance the reliability of electric service in the City and to develop a funding mechanism for such capital infrastructure improvements; and WHEREAS, the Authority and the City have identified capital infrastructure improvements to provide and enhance electrical service within the boundaries of the City, which capital infrastructure improvements include substations and the related equipment, as provided in Exhibit A attached hereto and incorporated herein (the “Projects”); and WHEREAS, the Authority is responsible for, and thereby intends to finance the procurement, construction and installation of the Projects or portions of the Projects with the proceeds of the sale of obligations the interest upon which is excluded from gross income for federal income tax purposes (the “Obligations”); and
WHEREAS, the Authority and the City recognize that certain essential components of the Projects, including transformers, require long lead times for procurement; and WHEREAS, due to the estimated time that it will take for essential components of the Projects to arrive, the Authority and the City, in order to avoid significant delays in the implementation of the Projects, have determined that it is in the best interests of the Authority and the City for the City to procure certain components of the Projects and to take other actions necessary and appropriate to advance the development and implementation of the Projects; and WHEREAS, the costs of the procurement of components of the Projects by the City would be initially paid with City funds; and

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WHEREAS, the Authority desires to reimburse the City for all direct and indirect costs in connection with the development and delivery of the Projects that the City pays on behalf of the Authority, including actions taken prior to the date this Resolution was adopted. These costs include, but are not limited to, costs associated with the procurement of any components of the Projects, and the cost of any necessary and appropriate actions taken by the City in connection with the delivery and implementation of the Projects, including attorneys fees and costs, expert fees and costs, the preparation of plans and specifications for the construction of such Projects, actions relating to the identification of the Projects, the development of the Surcharge and California Environmental Quality Act compliance among others; and
WHEREAS, the Authority and the City desire to provide for the reimbursement of costs incurred by the City relating to the Projects pursuant to a Cost Reimbursement Agreement (the “Cost Reimbursement Agreement”) between the City and the Authority; and WHEREAS, the Authority desires to pay, from available moneys of the Authority, or incur certain costs with respect to the Project, including costs incurred by the City on behalf of the Authority, prior to the issuance of the Obligations and to provide for the reimbursement for such costs from a portion of the proceeds of the sale of the Obligations.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF INDIO,
CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. The statements, findings, and determinations set forth above and in the preambles of the documents approved by this resolution are true and correct.

Section 2. The City Council hereby authorizes the City Manager or his designee to procure components of the Projects on behalf of the Authority and to take actions that are necessary and appropriate to provide for the delivery and implementation of the Projects.

Section 3. The form of the Reimbursement Agreement, on file with the City Clerk, is hereby approved, and the Mayor (or in his absence, the Mayor Pro Tem), or the City Manager or his designee (collectively, the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Reimbursement Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 4. The City reasonably expects, and hereby states its intention, to be reimbursed for costs of the Projects incurred prior to the issuance of the Obligations with proceeds of the Obligations. Exhibit A describes either the general character, type, purpose and function of the Projects or the fund or account from which costs of the Projects are to be paid and the general functional purpose of the fund or account.

Section 5. The reasonably expected maximum principal amount of the Obligations that is anticipated to be used for such reimbursement is $67,500,000.

Section 6. Except as described in Section 10 below, this resolution is being adopted not later than 60 days after the payment of the original expenditures (the “Expenditures Date or Dates”).

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Section 7. Except as described in Section 10 below, the expected date of issue of the Obligations will be within 18 months of the later of: (a) the Expenditure Date or Dates; or (b) the date that the Projects are placed in service; provided that the reimbursement may not be made more than three years after the Expenditure Date or Dates.

Section 8. Proceeds of the Obligations to be used to reimburse the City for costs of the Projects are not expected to be used, within one year of reimbursement, directly or indirectly to pay debt service with respect to any obligation (other than to pay current debt service coming due within the next succeeding one year period on any tax-exempt obligation of the Authority or the City (other than the Obligations)) or to be held as a reasonably required reserve or replacement fund with respect to an obligation of the Authority or the City or any entity related in any manner to the Authority or the City, or to reimburse any expenditure that was originally paid with the proceeds of any obligation, or to replace funds that are or will be used in such manner.

Section 9. This Resolution is consistent with the budgetary and financial circumstances of the Authority and the City as of the date hereof. No moneys from sources other than the Obligations are, or are reasonably expected to be, reserved, allocated on a long-term basis or otherwise set aside by the Authority (or any related party) pursuant to their budget or financial policies with respect to the costs of the Projects. To the best of our knowledge, this City Council is not aware of the previous adoption of official intents by the Authority or the City that have been made as a matter of course for the purpose of reimbursing expenditures and for which tax-exempt obligations have not been issued.

Section 10. The limitations that are described in Sections 6 and 7 above do not apply to:
(a) costs of issuance of the Obligations; (b) an amount not in excess of the lesser of $100,000 or five percent (5%) of the proceeds of the Obligations; or (c) any preliminary expenditures, such as architectural, engineering, surveying, soil testing, and similar costs other than land acquisition, site preparation, and similar costs incident to commencement of construction, not in excess of twenty percent (20%) of the aggregate issue price of the Obligations that finance the Projects for which the preliminary expenditures were incurred.

Section 11. This resolution is adopted as official action of the City in order to comply with Treasury Regulation § 1.150-2 and any other regulations of the Internal Revenue Service relating to the qualification for reimbursement of City expenditures incurred on behalf of the Authority prior to the date of issue of the Obligations, is part of the City’s official proceedings, and will be available for inspection by the general public at the main administrative office of the City.

Section 12. The officers, employees and agents of the City are hereby authorized and directed, jointly and severally, to do any and all things which the City Manager or the designee thereof may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this resolution. All actions heretofore taken by the elected and appointed officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified.

Section 13. Unless otherwise defined herein, or where the context otherwise clearly requires, all terms used herein and not otherwise defined shall have the meanings given to such terms in the Reimbursement Agreement.

Section 14. This resolution shall take effect immediately upon its passage.

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IEFA Resolution No. 2023-02 authorizes the issuance of not to exceed $70... Page 580 of 1306 5 4880-1306-2523v5/200973-0003
PASSED, APPROVED AND ADOPTED this 18th day of September, 2023. _______________________________

OSCAR ORTIZ
MAYOR
ATTEST:
________________________________

SABDI SANCHEZ, CMC

CITY CLERK ADMINISTRATOR

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4880-1306-2523v5/200973-0003

EXHIBIT A

DESCRIPTION OF THE PROJECT
The design, procurement and construction of the following projects:

Ave. 42 Substation Project
Downtown Substation Project
Dr. Carreon Substation Project
Northgate Substation Project
Additional transformers and related equipment

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City Council
September 18, 2023

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Bryan H. Montgomery, City Manager
Subject: Purchase of five (5) 28MVA Transformers for substations in Indio from Delta Star, Inc. not to exceed $10,500,000.

RECOMMENDATION:

Approve the purchase of five (5) 28MVA transformers from Delta Star, Inc. for $10,098,933, plus approximately $400,000 in contingency, for a total amount not to exceed $10,500,000.

SUMMARY:

The Indio Municipal Code (§ 33.116 "Purchasing Policies and Guidelines") and the California Public Contract Code (§ 10298) provide for cities to "piggyback" on the competitive bid process conducted by another public agency. The Imperial Irrigation District (IID) conducted an extensive and detailed competitive bid process for 28MVA transformers and the IID Board has recently awarded the bid for two such transformers to Delta Star, Inc, the successful bidder. Utilizing the IID bid process and the awarded price of $2,019,787 per 28MVA transformer without Load Tap Changer (includes freight, offloading, field service, galvanized radiators, spare parts and applicable taxes), it is proposed that the City purchase five (5) transformers from Delta Star, Inc.. An initial 30% deposit will need to be made by the City, but will be reimbursed by the Indio Electric Finance Authority (IEFA). It will be the IEFA that will be responsible for the full cost of the transformers.

BACKGROUND INFORMATION:

In June of this year, the Indio Electric Finance Authority (IEFA) was created pursuant to a Joint Exercise of Powers Agreement, by and between the City of Indio (“Indio”) and the Imperial Irrigation District (IID). The express purpose of providing and enhancing electrical service within the territorial boundaries of Indio through the procurement, design, construction, financing, leasing, ownership, operation and maintenance of energy system improvements, system efficiency and reliability improvements and energy service enhancements.

The members of the IEFA have been working collaboratively to identify key electric infrastructure needs impacting electric power consumers located within Indio. A critical need exists for new and expanded substations. Initial applications have been submitted to IID to expand the Ave. 42 Substation (adding one 28MVA transformer bank) and the Dr. Carreon Substation (adding two 28MVA transformer banks). Future plans also include a new substation at Northgate near Jefferson and another at Ave. 40 near Madison. Due to the long lead time (30 months) for the needed transformers, this agenda item proposes to purchase all five at this time.

AGENDA ITEM #9.2
Purchase of five (5) 28MVA Transformers for substations in Indio from De... Page 583 of 1306 The IEFA will be obtaining financing with proceeds becoming available in December, so the City would upfront the initial installment payment ($3,029,680) and be reimbursed by the IEFA after the financing is received. (A reimbursement agreement is also included as an agenda item on this Council Meeting agenda).

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$3,029,680 In current year budget: Yes
Current FY General
Fund Impact:
$0 Budget adjustment: Yes
Next FY Financial
Impact:

None to the City; Total IEFA cost
is not to exceed $10,000,000
Strategic Objective: Community Infrastructure
Source of funds: Capital Project Funds Fund-Org-Object
Reference:
300
Additional Financial Details:

The Capital Project Fund will only temporarily be the funding source. Those funds will be reimbursed by the IEFA when financing is received near the end of the calendar year.

ALTERNATIVES:

Not purchase the transformers
ATTACHMENTS:

Attachment 1 - IID RFP Transformers
Attachment 2 - IID RFP detail
Attachment 3 - IID Bid Award
Attachment 4 - DeltaStar IEFA bid doc

Purchase of five (5) 28MVA Transformers for substations in Indio from De... Page 584 of 1306 1 October 13, 2022
INVITATION LETTER Secondary Request for Proposal No. 429 Two 28 MVA 28 MVA @ 55°C, 92-13.2 kV
and One 12.5 MVA @ 55°C, 92-13.2 kV
Power Transformers
Prospective Respondents:

Imperial Irrigation District is soliciting proposals from qualified firms to design, manufacture, deliver and commission for storage three liquid-immersed three-phase transformers. We will receive responses until 5:00 p.m., Local Time, Tuesday, November 22, 2022. Your response to this solicitation must be in accordance with the complete Secondary Request for Proposal package, which includes:

SRFP429 Invitation Letter.pdf Invitation Letter
SRFP429 Response Forms.docx Response Forms
SRFP429 Proposal Information.docx Proposal Information
SRFP429 Attachment C.pdf General Specifications for Power Transformers SRFP429 Attachment D.pdf TDS 28 MVA, 92-13.2kV Power Transformer with LTC SRFP429 Attachment E.pdf TDS 28 MVA, 92-13.2kV Power Transformer without LTC SRFP429 Attachment F.xlsx TDS 12.5 MVA, 92-13.2 kV Power Transformer without LTC SRFP429 Attachment G.pdf Guaranteed Performance & Characteristics Form 28 MVA, 92-13.2kV with LTC
SRFP429 Attachment H.pdf Guaranteed Performance & Characteristics Form 28 MVA, 92-13.2kV without LTC
SRFP429 Attachment I.pdf Guaranteed Performance & Characteristics Form 12.5 MVA, 92-13.2 kV without LTC
SRFP429 Attachment J.pdf Cost Proposal Form 28 MVA, 92-13.2kV with LTC SRFP429 Attachment K.pdf Cost Proposal Form 28 MVA, 92-13.2kV without LTC SRFP429 Attachment L.pdf Cost Proposal Form 12.5 MVA, 92-13.2 kV without LTC SRFP429 Attachment M.pdf Safety Checklist for Contractor SRFP429 Terms Conditions.pdf Terms and Conditions
CRITICAL DATES FOR ACTION:

1. Questions and Answers
Questions concerning this Secondary Request for Proposal should be directed in writing, no later than 4:00 p.m., Local Time, Thursday, November 3, 2022 to Mr. Marty P. Holbrook, purchasing agent, via email to:
[email protected]. Responses to questions received will be provided digitally for download on our website www.iid.com, under this solicitation listing to all participants no later than 5:00 p.m., Local Time, Tuesday, November 8, 2022.

2. Proposal Due Date
Imperial Irrigation District will receive responses until 5:00 p.m., Local Time, Tuesday, November 22, 2022, at the office of the Purchasing Agent, 235 East Barioni Boulevard, PO Box 937, Imperial, CA 92251-0937.

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Secondary Request for Proposal No. 429

PLANHOLDER NOTIFICATION
In order to be considered an official planholder and receive notifications and addenda relevant to this solicitation, you MUST be registered as an approved vendor on Imperial Irrigation District’s online solicitation website.

Imperial Irrigation District is exempt from payment of Federal Excise Taxes, but is liable for payment of applicable California Sales and Use Taxes.

RESPONSE INFORMATION
Responses should be presented using the response forms provided, and must be labeled in accordance with the labeling requirements document attached to this letter. Your response should contain all information required by this complete Secondary Request for Proposal. Please provide ONE ORIGINAL HARDCOPY RESPONSE,

SEVEN COMPLETE HARDCOPY DUPLICATES OF THE RESPONSE, AND AN ADDITIONAL DIGITAL COPY OF THE FULL RESPONSE ON A CD, DVD OR USB THUMB DRIVE.

This is a Secondary Request for Proposal only; it is not a contract. IID is not committed to pay any costs incurred with your reply to this request or solicitation of our business. IID expressly reserves the right to accept or reject any or all responses, or any portion thereof, and to waive any informality in responses received.

All respondents are hereby informed that Imperial Irrigation District does not tolerate unethical practices by bidders to secure contracts which might result in unlawful activity, including, but not limited to, rebates, kickbacks, or other unlawful considerations. California Government Code Section 87100 specifically prohibits government agency from participating in the process of awarding public contracts when such employees have a relationship with a person or business entity seeking a contract with that agency.

Responses shall be delivered to the purchasing agent at Imperial, California, on or before the day and hour set in this invitation letter. Respondents must mark their response in accordance with the SECONDARY REQUEST FOR PROPOSAL LABELING REQUIREMENTS included in this Invitation Letter. Any responses received after the scheduled due date and time will be returned unopened. IID will not be responsible for responses received late because of delays by a third party delivery service; i.e., U.S. Mail, UPS, FedEx, etc.

It is the sole responsibility of the respondent to submit his response in proper time, with all items filled in, using the response forms provided for that purpose. Telephonic quotations, telegraphic, facsimile transmission or other openly transmitted responses, or responses which are delivered in improperly marked enclosures are considered to be improperly presented and are unacceptable. Respondents are cautioned to mark their responses in strict accordance with the instructions.

IID is an irrigation district established under Division 11 of the California Water Code, Sections 20500 et seq. IID is not compelled, for purposes of this project, to comply with the procedural requirements for competitive bidding on public works contracts as set out in the California Public Contracts Code.

IID reserves the right to privately evaluate responses. IID may evaluate responses received for responsiveness and other criteria. IID reserves the right to reject any and all responses submitted for any reason or to perform work on projects itself. Furthermore, a preferential advantage of an automatic 5 points out of 100 evaluation points will be given to vendors or contractors which operate permanent, authorized business in IID’s service area. The service area covers all of the Imperial County and portions of Riverside County, California.

A person filing a notice of protest will be required, at the time the notice is filed, to post a bond with a good and solvent surety authorized to do business in California, or submit other security, in a form approved by the purchasing agent. The purchasing agent shall hold the bond or other security until a determination is made on

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Secondary Request for Proposal No. 429
the protest. A bond posted or other security submitted with the notice of protest must be in an amount equal to the lesser of:
(i) Twenty-five (25) percent of the total value of the solicitation submitted by the person filing the notice of protest; or
(ii) Five thousand dollars ($5,000).

A notice of protest filed in accordance with these provisions operates as a stay of action in relation to the awarding of any contract until a determination is made on the protest.

If the protest is upheld, the bond posted or other security submitted with the notice of protest will be returned to the person who posted the bond or submitted the security. If the protest is rejected, a claim may be made against the bond or other security by the district in an amount equal to the expense incurred by the district because of the unsuccessful protest. Any monies remaining after the claim has been satisfied will be returned the person who posted the bond or submitted the security.

IID's Headquarters facility and General Offices are located at 333 East Barioni Boulevard, Imperial, CA 92251.

The Purchasing Offices are located on the adjacent block at 235 East Barioni Boulevard, Imperial, CA 92251- 0937.

Responses to invitations to bid, primary requests for proposals, secondary requests for proposals, qualifications requests and general correspondence intended for the purchasing section should be delivered as shown:

1. Deliveries via the United States Postal Service should be addressed to Post Office Box 937 and/or 333 East Barioni Boulevard address.

2. Hand deliveries, express, UPS, common carrier and other non-postal deliveries should be addressed to 235 East Barioni Boulevard.

3. IID will not be responsible for responses received late because of delays by a third party delivery service; i.e., U.S. Mail, UPS, FedEx, etc.

If you have a question concerning proper delivery address, please contact the Imperial Irrigation District purchasing section at 760-339-9253.

The purchasing building is open Monday – Thursday 7:30 a.m. to 5:30 p.m., closed during the lunch hour from 12:00 – 1:00 p.m. We are closed alternating Fridays. Scheduled working Fridays our hours are from 8:00 a.m. to 5:00 p.m., closed during the lunch hour from 12:00 - 1:00 p.m. (See 2022 calendars attached) Yours very truly,

MARTY P. HOLBROOK
Purchasing Agent
Enclosures

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LABELING REQUIREMENTS
Responses to solicitations must be sealed and delivered to the purchasing agent at Imperial California, on or before the date and time listed in the invitation letter.

Deliveries via the United States Postal Service should be addressed to Post Office Box 937 and/or 333 East Barioni Boulevard, Imperial, CA 92251. Hand deliveries, express, UPS, common carrier and other non-postal deliveries should be addressed to 235 East Barioni Boulevard, Imperial, CA 92251.

Your response packet envelope should be clearly marked with the solicitation number in the lower left hand corner as indicated in the illustration below.

Some solicitations may accept email delivery of response documents. Only when indicated in the invitation letter will email responses be allowed.

Imperial Irrigation District expressly reserves the right to accept or reject any or all responses, or any portion thereof, to waive any informality in responses received and to make award in part or whole. The District also reserves the right to privately evaluate solicitations and to delay the award not more than 60 working days.

SECONDARY REQUEST FOR PROPOSAL
SRFP No.: 429
Due Date: 11/22/2022
Time Due: 5:00 pm

PROVIDE ONE ORIGINAL AND SEVEN COMPLETE COPIES, IN ADDITION, A DIGITAL COPY OF THE FULL PROPOSAL RESPONSE FORM ON A CD, DVD OR USB THUMB DRIVE.

DATED MATERIAL – DELIVER IMMEDIATELY

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Purchase of five (5) 28MVA Transformers for substations in Indio from De... Page 589 of 1306 Imperial Irrigation District

SECONDARY REQUEST FOR
PROPOSAL # 429

PROPOSAL INFORMATION
FOR
(2) 28 MVA @ 55°C, 92-13.2 kV and
(1) 12.5 MVA @ 55°C, 92-13.2 kV
Power Transformers

Purchase of five (5) 28MVA Transformers for substations in Indio from De... Page 590 of 1306

IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

TABLE OF CONTENTS
SECTION 1 - GENERAL INFORMATION

1.1 General 1

1.2 Contract Terms 2

1.3 Confidential Information 2

1.4 Late Submittals, Modifications or Withdrawals of Responses 2

1.5 Errors and Submittals 2

1.6 Minimum Requirements and Evaluation 2

1.7 License(s) 3

1.8 Subcontractors 3

1.9 Substitution of Key Personnel 3

1.10 Request for Clarification 3

1.11 Award of Contract 3
SECTION 2 - PROPOSAL INSTRUCTIONS

2.1 General – Proposal Submittals 4

2.2 Response Forms 4

2.3 Proposed Methodology 5

2.3.1 Executive Summary 5

2.3.2 Project Organization and Key Personnel 6

2.3.3 Experience and Technical Competence 6

2.3.4 Proposed Method to Accomplish the Work 7

2.3.5 Project Schedule 7

2.3.6 Cost Proposal 8

2.3.7 Local Vendor Preference 8
SECTION 3 - SELECTION PROCESS

3.1 General 9

3.2 Proposal Evaluation 9

3.3 Interviews 9

3.4 Selection of Respondent 9
SECTION 4 - OVERALL REQUIREMENTS

4.1 General - Special Services 11

4.2 Safety 11

4.3 Security 12
SECTION 5 - SCOPE OF SERVICES

5.1 Background 13

5.2 Services to Be Performed 13

5.3 Specific Requirements/Training 14

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

EXHIBITS
Attachment A - Evaluation Criteria Sheet
Attachment B - Terms and Conditions
Attachment C - General Specification for Power Transformers – Rev16 Attachment D - Technical Data Sheets (TDS) for Typical 28 MVA, 92-13.2kV Power Transformer with LTC – Rev1
Attachment E - Technical Data Sheets (TDS) for Typical 28 MVA, 92-13.2kV Power Transformer without LTC – Rev3
Attachment F – Technical Data Sheets (TDS) for Typical 12.5 MVA, 92-13.2 kV Power Transformer Without LTC-REV 1
Attachment G - Guaranteed Performance & Characteristics Form for 28 MVA, 92-13.2kV Power Transformer with LTC – Rev2
Attachment H - Guaranteed Performance & Characteristics Form for 28 MVA, 92-13.2kV Power Transformer without LTC – Rev2
Attachment I - Guaranteed Performance & Characteristics Form for 12.5 MVA, 92-13.2 kV Distribution Transformer without LTC -REV 1
Attachment J - Cost Proposal Form for 28 MVA, 92-13.2kV Power Transformer with LTC – Rev3 Attachment K - Cost Proposal Form for 28 MVA, 92-13.2kV Power Transformer without LTC – Rev3
Attachment L - Cost Proposal Form for 12.5 MVA, 92-13.2 kV Power Transformer without LTC - REV 1
Attachment M - Safety Checklist for Contractor

Purchase of five (5) 28MVA Transformers for substations in Indio from De... Page 592 of 1306

IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

SECTION 1

GENERAL INFORMATION

1.1 General
Imperial Irrigation District (IID), an irrigation district established under Division 11 of the California Water Code, Sections 20500 et seq., that provides non-potable water, farm drainage and power services to the lower southeastern portion of California's desert, is requesting proposals from highly qualified Respondents to:

Design, manufacture, factory inspect and test, deliver to site, off-loading at site, erection, on-site testing and commissioning for storage of three (3) liquid-immersed three-phase transformer, complete with insulation liquid, auxiliary equipment and accessories.

Line Item 1 - Transformer 1 Description
MVA at 65 ⁰C temperature rise 18.9 / 25.2 / 31.5
Rating voltages 92kV – 13.2kV
Load Tap Changer Yes
Installation site IID’s Bonanza Yard, located at 2121 Dogwood Rd., El Centro, CA 92243.

Refer to the Transformer Technical Data Sheets (TDS) for more details (Attachment D).

Line Item 2 - Transformer 2 Description
MVA at 65 ⁰C temperature rise 18.9 / 25.2 / 31.5
Rating voltages 92kV – 13.2kV
Load Tap Changer No
Installation site IID’s Bonanza Yard, located at 2121 Dogwood Rd., El Centro, CA 92243.

Refer to the Transformer Technical Data Sheets (TDS) for more details (Attachment E).

Line Item 3 - Transformer 3 Description
MVA at 65 ⁰C temperature rise 11.2/ 14.0
Rating voltages 92kV – 13.2kV
Load Tap Changer No
Installation site IID’s Bonanza Yard, located at 2121 Dogwood Rd., El Centro, CA 92243.

Refer to the Transformer Technical Data Sheets (TDS) for more details (Attachment F).

Purchase of five (5) 28MVA Transformers for substations in Indio from De... Page 593 of 1306

IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

Transformers shall be delivered in 2025. IID requires the transformers to be manufactured in North America.

1.2 Contract Terms
The term of the proposed Contract issued as a result of this solicitation will span approximately 12 months.

The IID reserves the right to amend the term of the proposed Contract as needs arise and in accordance with the proposed terms and conditions.

1.3 Confidential Information
Please be advised that Imperial Irrigation District is a public agency subject to the Ralph M. Brown and California Public Records Acts. Accordingly, solicitation responses will generally be treated as non-confidential and open to public inspection after an award is made. Any information in any solicitation response documentation that the Respondent contends is subject to exemption under the Act(s) must be clearly marked on submission to IID. IID will only withhold or redact respondent’s documentation in satisfying a legally required disclosure to the extent it is clearly and appropriately identified as “exempt” or “confidential”, and only as is permissible under the California Public Records Act and Ralph M. Brown Act.

If a respondent identifies any information in a solicitation response as “exempt” or “confidential”, respondent shall identify in a writing the legal basis for such confidential treatment.

1.4 Late Submittals, Modification or Withdrawal of Responses A response received after the due date and time is late and shall not be considered.

A Respondent may modify or withdraw their submittal at any time before the solicitation due date and time. The Respondent must:
• Provide a written request
• Identify the requesting individual and their association to the Respondent If a response is withdrawn at any time before the solicitation due date and time, any bid bond shall be returned to the Respondent. Respondents requesting withdrawal after the solicitation due date and time, where a bid bond was a requirement, will forfeit the bid bond to the district.

IID shall not be responsible for submittals that are delinquent, lost, mismarked, sent to an address other than that given, or sent by mail or courier service.

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

1.5 Errors and Submittals
An error in a Proposal package may be cause for rejection of that proposal.

1.6 Minimum Requirements and Evaluation
Respondent shall be fully capable, qualified, insured, and licensed as required to provide these services, materials or equipment.

Delivery of all services, materials or equipment provided by the Respondent shall be completed under one unified management effort led by the Respondent.

Responses which are incomplete, do not include the required documentation, do not comply with format requirements, are missing the required information as requested in Section 2 or which fail any mandatory requirements will be considered non-responsive and will not progress to evaluation against the criteria identified in this SOLICITATION including Attachment A. Those responses that do not receive a passing score or fail any mandatory criteria as indicated in Attachment A could be deemed non-responsive or nonresponsible and rejected from further consideration.

1.7 License(s)
Respondent, its Subcontractors, and Key Personnel shall possess the professional licenses or certifications required by the State of California to perform these services.

All professional licenses or certifications shall be maintained in good standing during the term of the Contract.

1.8 Subcontractors
All Subcontractors identified in the proposal must be experts in their respective disciplines and capable of performing the tasks for which they are hired.

IID reserves the right to approve substitutions of Subcontractors, so long as the changes in the use of Subcontractors do not affect: (1) the proposed procedures and methodology to be used, and (2) the cost of services provided.

Respondent shall be responsible for all services performed under a Contract with IID and shall not assign or transfer its interest in any Contract or subcontract for any services without amending the Contract

1.9 Substitution of Key Personnel
Any substitution of Key Personnel must be requested in writing, along with a statement of qualifications, who they will replace and the amount of time commitment that will be

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

replaced. This request must be approved in writing in advance by IID’s Project Manager.

After receiving written approval, the Contract may be amended to reflect the changes.

1.10 Request for Clarification
A Respondent requesting clarification of any information presented in the SRFP shall make its request in writing as indicated in the Invitation Letter.

1.11 Award of Contract
After a Respondent is selected and the procurement is approved by authorized IID personnel, the award of Contract is contingent upon the successful negotiation of a Contract and compliance with all submittals for insurance certificate(s), bond(s) and any other requirement(s), as specified in Attachment B - Terms and Conditions.

IID reserves the right to issue multiple awards, as it deems necessary.

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

SECTION 2

PROPOSAL REQUIREMENTS

2.1 General - Proposal Submittals

2.1.1 The proposal shall be:

2.1.1.1 Concise, well organized, and demonstrate the Respondent’s qualifications and experience applicable to the Project.

2.1.1.2 Bound and submitted in a sealed package and addressed as directed in the Invitation Letter.

2.1.1.3 Limited to (40) single or double-sided pages (8 ½" x 11"), exclusive of cover, cover letter, resumes, graphics, forms, pictures, photographs, front and back.

Extraneous, excessive or irrelevant material will not be favorably considered.

This limitation does NOT apply to the “Proposal Response Forms” included as part of this solicitation. Therefore, the “Proposal Response Forms” do not count against the limitation of pages alluded to in this paragraph.

2.1.1.4 The Respondent’s proposal should be submitted using the “Proposal Response Forms”, presented in an itemized form where requested, be organized and numbered in conformance with the bold headings of this SRFP and Section 2.3.

2.1.1.5 Submitted with seven (7) copies (in addition to the original). Along with one (1) electronic copy on USB memory stick or compact disc viewable by Adobe Acrobat Reader. Entire proposal, including any attachments, must be saved with filenames clearly indicating the corresponding proposal section or attachment.

2.1.1.6 Evaluated based on the information submitted in accordance with this section and with the evaluation criteria outlined in Section 3.

2.1.1.7 IID shall not be responsible for submittals that are delinquent, lost, mismarked, sent to an address other than that given, or sent by mail or courier service.

2.2 Response Forms
The items listed in this section represent forms, which require completion by the submitting Respondent. Failure to provide required documentation or alteration of forms could result in rejection of your solicitation response.
• Respondent Business Statement
o Acknowledgement of receipt of Addenda
Respondent shall confirm, in the Response Forms Section, the receipt of all addenda issued to this solicitation. Respondent is not required to include copies of the actual addenda in its Proposal.

Purchase of five (5) 28MVA Transformers for substations in Indio from De... Page 597 of 1306

IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

• References
The Respondent and Subcontractor (as required) must provide a minimum of three (3) verifiable references.
• Subcontractor Participation Form
If Subcontractor services are utilized, they must be identified on this Subcontractor Participation Form.
• Local Vendor Affidavit
To be considered for eligibility for Local Vendor Preference, Respondent must complete the Local Vendor Affidavit.
• Affidavit of Non-Debarred Status
Respondents are required to complete the Affidavit for Non-Debarred Status. • Exceptions Form
The Respondent shall certify that no exceptions are requested to this solicitation including, but not limited to, the Terms & Conditions in the Exceptions form. If the Respondent does take exception(s) to any portion of the solicitation, the specific portion of the solicitation to which exception is taken shall be identified and explained on this form.

2.3 Proposed Methodology. Proposals submitted in response to this solicitation shall include the following items:

2.3.1 Executive Summary

2.3.1.1 Include a one to two-page overview of the entire solicitation showing the Respondent’s understanding of the work to be performed, highlighting the Respondent’s approach to deliver said services.

2.3.2 Project Organization and Key Personnel

2.3.2.1 Describe proposed project organization, including identification and responsibilities of all Key and Consulting Personnel. Indicate role and responsibilities of prime Respondent and all Subcontractors. Indicate how local firms are being utilized to ensure a strong understanding of local laws, ordinances, regulations, policies, requirements, permitting, etc.

Indicate all Key and Consulting Personnel (Project Team) to be used in the performance of these services along with the type of work to be performed, the estimated hours and percentage of their time to be spent on the project.

Furnish resumes of all Key Personnel and Consulting Personnel. Resumes shall highlight education, licenses, relevant experience, and specific responsibilities for past services. Also provide, in tabular form, the name, office location, phone number, fax number, and email address of the Key Personnel and Consulting Personnel. Respondent's submittal will be considered its entire

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

team, therefore no changes in team composition will be allowed without prior written approval of the IID.

Any substitution of Key or Consulting Personnel must be requested in writing, along with a statement of qualifications, who they will replace and the amount of time commitment that will be replaced. This request must be approved in writing in advance by IID’s Project Manager/Representative. After receiving written approval the Contract shall be amended to reflect the changes.

Changes in the use of Subcontractors shall not affect: (1) the proposed procedures and methodology to be used, and (2) the cost of services provided.

2.3.2.2 The Respondent shall submit a summary table that is to be titled "Subcontractor Summary Data" and that contains the following data on each and every proposed Subcontractor regardless of tier:
a. Subcontractor's legal name and address.
b. Addresses of offices located in Southern California Region. c. Number of years that Subcontractor has maintained office in Southern California Region.
d. Number of employees in Southern California Region.
e. Respondent shall also submit Commitment Letters from Subcontractors. f. Business License Number.
g. Name, title, address, telephone number, and email address of Subcontractor's contact person.
h. Approximate percent participation of overall project cost for each proposed Subcontractor.

2.3.2.3 Provide detailed discussion of the experience of Respondent’s Project Manager, Principal-in-Charge, and other key personnel within this Project Team on projects of similar size, capacity, and dollar value. For each similar project, include Owner’s name, Owner’s Project Manager and phone number.

2.3.3 Experience and Technical Competence

2.3.3.1 Describe Respondent’s experience in completing similar projects. List and describe projects performed that demonstrate (5) years of experience and demonstrate the Project Team's competence to perform work similar in scope and size to that required for these services. List the most current projects first.

Prime consideration is given only to projects that illustrate this specific Project Team's capability to perform these services.

Information shall include:

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

a. The client’s name, contact person, addresses, and telephone numbers of projects listed.
b. A brief description of type and extent of services provided by the Respondent.
c. Names of Respondent’s Project Team member(s) that participated in named projects and their specific responsibilities. This is of particular interest and should be highlighted in a clear and concise manner. d. Start and completion dates of those projects (estimated, if not yet completed).
e. Total cost of the completed projects.
f. List of power transformers manufactured and delivered to IID.

Projects that are substantially completed, but not yet finalized, may be submitted for consideration.

2.3.4 Proposed Method to Accomplish the Work

2.3.4.1 Discuss Respondent’s technical and management approach to the project with discussion of any special considerations and how Respondent will plan for and accommodate them into the analysis effort.

The following information is required from transformer manufacturers for each line item of the solicitation:

1. Manufacturing location.

2. Transformer preliminary outline and base plate drawing(s).

3. Proposed plan for transformer design review by Manufacturer and IID at Manufacturer’s site.

4. Plan to design and install the Transformer Monitoring, Control and Communications System (TMCCS).

5. Plan to perform transformer Factory Acceptance Tests (FAT).

6. Plan to perform specific factory test on the TMCCS.

7. Plan for shipping, delivery & off-loading.

8. Plan for on-site assembly, commissioning & testing.

9. Plan to perform additional services identified in the IID Cost Proposal Form.

10. As part of your response, complete and submit Attachment G, H & I, Guaranteed Performance and Characteristics.

2.3.5 Project Schedule / Lead Time

2.3.5.1 Respondent shall provide a detailed schedule for the transformer(s) manufacturing process, factory acceptance tests (FAT) and on-site

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

commissioning including: the proposed start and completion dates, dates for mobilization, construction, factory testing, shipping, delivery, off-loading, onsite assembly, onsite commissioning and testing.

In addition, the schedule should identify any long lead items. Respondent shall indicate the amount of calendar days needed to complete the project after a Notice to proceed is issued. The schedule, at a minimum, shall include the proposed number of calendar days (be sure to account for weekends), start and completion dates for mobilization, installation and demobilization for each transformer.

2.3.6 Cost Proposal

2.3.6.1 Respondent shall prepare a cost proposal (following the Attachment J, K & L Cost Proposal Form) showing clearly price of transformer(s) and cost for additional items and services to be charged for the performance of the work as described in this solicitation.

2.3.6.2 Cost of each transformer is to be provided separately, following the Cost Proposal form in Attachment J, K & L.

2.3.6.3 Cost of transformer(s) will be evaluated based on the Total Owning Cost (TOC). For that effect, the Respondent shall provide the guaranteed values of no-load losses, load losses and auxiliary load losses as required in the Attachment G, H & I (Guaranteed Performance and Characteristics) for each transformer in this solicitation.

2.3.6.4 Consult Attachment C - IID General Specification for Power Transformers, section of Losses for the TOC formula, and definitions for A, B and C factors used on the losses’ cost. In addition, consult the TDS for updated values of A, B and C factors.

2.3.7 Local Vendor Preference

2.3.7.1 IID has a local vendor preference that applies to any person or legal entity that is authorized to transact business within the IID water and/or electric service area, having established a permanent place of business (other than a Post Office Box) in the company’s name for at least nine (9) months prior to the issue date of the subject solicitation. To qualify for Local Vendor preference on Water Department solicitations, the person or legal entity must have established an IID water and/or electric service account(s) within IID’s water service area in the company’s name. For all other solicitations, the person or legal entity must have established an IID water and/or electric account in the company’s name anywhere in IID’s water or electric service area. These Local Vendors shall receive an automatic 5 points out of the 100 possible evaluation points.

Purchase of five (5) 28MVA Transformers for substations in Indio from De... Page 601 of 1306

IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

SECTION 3

SELECTION PROCESS

3.1 General

3.1.1 To receive consideration, all responses shall be received by the time and date indicated in the Invitation Letter.

3.1.2 Evaluation of Respondent’s ability to provide these services will be based upon the written materials submitted.

3.1.3 After the proposal evaluation based on the criteria outlined in Section 3.2, “Proposal Evaluation”, a Respondent may be selected based upon the proposals only, or a short list may be developed. If a short list is developed, these firms will be contacted to participate in an interview process prior to the selection of a Respondent.

3.2 Proposal Evaluation

3.2.1 The criteria to be used for the evaluation and selection of the Respondent are located on Attachment A “Respondent Nominating and Selection Evaluation Criteria”. For a detailed description of the Evaluation Criteria see Section 2 “Proposal Requirements”.

3.3 Interviews

3.3.1 If a short list is developed, Respondents who have been short listed and are requested by IID to appear for an interview will be notified in writing. Additionally, those Respondents not short listed will be notified in writing.

3.3.2 During the interview the Evaluation Team may ask questions about Respondent’s written proposal, and raise other issue(s) regarding the proposed services. Each Respondent interviewed will be required to have their proposed Project Manager and other key personnel present and provide a brief summary of their proposed services.

3.4 Selection of Respondent

3.4.1 After evaluating all proposals (and after concluding all interviews, if needed) the Evaluation Team will select a Respondent.

3.4.2 IID reserves the right to verify all information submitted in the proposal, reject any or all proposals, or to select the proposal that is most advantageous (Highest Evaluated Proposal) to IID. The decision shall be final, and there shall be no obligation by IID to provide justification for its decision.

3.4.3 Should negotiations with the top ranked firm fail to produce an agreement the IID reserves the right to continue negotiations with the next ranked firm and so on until

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

an agreement can be reached.

3.4.4 If a mutually agreed Scope of Services and fee are arrived at, the Evaluation Team will make a recommendation to the IID Board of Directors that an agreement for professional services be awarded to the top ranked firm.

Following such determination by the IID, the selected Respondent will be notified in writing. Those Respondents not selected will also be so notified in writing.

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

SECTION 4

OVERALL REQUIREMENTS

4.1 General – Special Services

4.1.1 Respondent shall provide all requested services in accordance with the requirements established by this document SRFP.

4.2 Safety

4.2.1 All equipment, materials, and work practices shall be in accordance with requirements set forth by Federal and State Occupational Safety and Health Administration regulations.

4.2.2 If there is a conflict between this Scope of Work and Federal and State Occupational Safety and Health Regulations or any other applicable statue, ordinance, or code, then the requirement that is more stringent shall apply unless governing jurisdiction deems otherwise.

4.2.3 The safety of Consultant/Contractor and Subcontractor’s personnel and the visitors on Site shall be the sole responsibility of Consultant/Contractor. If an unsafe condition exists on the Site due to IID’s personnel or equipment, it shall be the responsibility of the Consultant/Contractor to inform IID of this hazard.

Consultant/Contractor shall immediately notify the IID Representative of any hazard(s) or accident(s).

4.2.4 Consultant/Contractor shall provide IID representative Safety Data Sheets (SDS) of all materials to be used before the material is brought on Site.

Consultant/Contractor shall maintain a copy of the SDS at the Site accessible to its employees and its Subcontractor employees.

4.2.5 Consultant/Contractor shall become familiar with and follow all IID Safety Procedures for work conducted while on IID property. Please refer to Attachment M “Safety Checklist for Contractors”.

4.2.6 Contractor and Subcontractors employees must attend an IID provided safety indoctrination meeting prior to starting any work. This meeting typically runs for approximately one (1) hour.

4.2.7 Contractor and Subcontractors shall provide documentation of their employee’s current First Aid and CPR certification prior to the perspective employee’s first time on Site. A minimum two of (2) certified employees shall be onsite per work crew or shift.

4.2.8 Contractor shall have a minimum of one (1) safety tailgate meeting each day with all Contractor and Subcontractor personnel. The Job Site Safety Hazard Analysis (JSHA) shall be attached to a copy of safety meeting minutes and shall be

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

forwarded to the IID Project Manager/Representative within two (2) business days of each meeting. Names of all personnel in attendance shall be included in the minutes.

4.3 Security

4.3.1 Security of Consultant/Contractor and Subcontractor’s personnel, equipment, tools, materials, etc. shall be the sole responsibility of Consultant/Contractor.

4.3.2 Consultant/Contractor and Subcontractor’s personnel shall be required to submit to the following procedures if deemed appropriate by IID. a. Search of personnel entering or leaving the Site.
b. Search of all containers entering or leaving the Site. c. Search of all vehicles entering or leaving the Site.

Purchase of five (5) 28MVA Transformers for substations in Indio from De... Page 605 of 1306

IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

SECTION 5

SCOPE OF SERVICES

5.1 Background
Imperial Irrigation District (IID), an irrigation district established under Division 11 of the California Water Code, Sections 20500 et seq., that provides non-potable water, farm drainage and power services to the lower southeastern portion of California's desert, is requesting proposals from highly qualified Respondents to:

Design, manufacture, factory inspect and test, deliver to site, off-load at site, erect, on-site testing and commissioning for storage of three (3) liquid-immersed three-phase transformers, complete with insulation liquid, auxiliary equipment and accessories.

5.2 Services To Be Performed

5.2.1 IID is requesting proposals from highly qualified transformer manufacturers for the procurement of 3 (three) - three-phase power transformers complete with insulation liquid, auxiliary equipment and accessories including:
a) Design
b) Manufacturing
c) Factory testing
d) Shipping and delivering
e) On-site unloading
f) On-site assembly
g) On-site oil processing
h) On-site testing and commissioning
IID requires the transformer to be manufactured in North America.

For more services details, refer to the IID Transformer Technical data Sheets (TDS) located on Attachments D, E & F.

5.2.2 The Respondent shall prepare and coordinate the transformer(s) design review meetings per TDS requirements. Any manufacturer design document requiring IID approval shall be provided to IID for review only after the completion of the transformer design review meetings between the manufacturer and IID.

5.2.3 The Respondent shall allow the IID review and provide comments to Respondent’s design, engineering, and construction activities. For each manufacturer drawings package provided to IID for review, IID shall have 10 calendar days to return comments to the Respondent. For more details on IID review of the manufacturer documents and drawings, refer to Attachment C - General Specification for Power Transformer; section “Drawings Approval Process.”

5.2.4 Services shall commence after a Notice to Proceed is issued. Final Completion shall include all closeout requirements, completion of final punch list and final clean up. Respondent will include drawing approvals as required by IID Engineering.

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

5.2.5 Respondent will provide detailed Microsoft Project 2020 or latest MS project version of construction schedule prior to commencing work for IID approval.

Respondent shall modify, adjust, and perform scheduled work when and as directed by IID representative.

5.2.6 The Respondent shall provide a master list of drawings to log and control correspondence, reviews, revisions, and approvals. This will be part of the drawing approval process to track status of approvals as needed.

5.2.7 AutoCAD Version 2019 to be used for drawings.

5.2.8 Delivery:

5.2.8.1 Delivery of the units shall be at the IID’s Bonanza Yard, located at 2121 Dogwood Rd., El Centro, CA 92243. The units are to be fully assembled, tested and put into storage, in accordance with the manufacturer specifications, for a duration of 12 months.

5.2.8.2 The Commissioning and Testing of the unit is to be quoted as additional services.

5.3 Specific Safety Requirements/Training

5.3.1 PPE – manufacturers responsibility

5.3.2 Essential Safety Program Requirements – Respondent to provide a copy of their manual and proof of employee certification for:

1. Injury Illness Prevention Program – To be submitted by the awarded Respondent prior to starting the work.

2. Heat Illness Prevention Program - To be submitted by the awarded Respondent prior to starting the work.

3. Personal Fall Arrest Program - To be submitted by the awarded Respondent prior to starting the work

4. Hazardous Communication Program - To be submitted by the awarded Respondent prior to starting the work.

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

ATTACHMENT A

RESPONDENT NOMINATING AND SELECTION

EVALUATION CRITERIA
Item Evaluation Criteria Max
Points
1 Executive Summary. It understands the work to be performed. 2 2 Project Organization and Key Personnel. Strength of key personnel (management and technical personnel) and commitment to the project. 8 3 Experience and Technical Competence. Experience and technical competence of the Respondent, Subcontractors, and the project team as a whole considering: the required type of services, the expertise in appropriate disciplines, the complexity of the project, and record of performance. IID’s experience with the manufacturer in previous projects.
15 4 Proposed method to accomplish the work. Approach to the project, including technical and management considerations. 15
5 Proposed Project Schedule. A detailed schedule for the transformer manufacturing process, factory acceptance tests (FAT), and shipping.

As required by TDS:
• A detailed schedule of On-site commissioning tests, including the testing plan for the TMCCS.

IID will also consider the meeting of any IID deadlines in proposed schedules.
15 6
Cost Proposal. Evaluation of cost-effectiveness concerning the data provided by Manufacturer in the Cost Proposal IID’s Form and the Cost for Transformer Losses Calculated by IID.
30 7
Terms and Conditions Exceptions. Respondent’s willingness to perform the work associated with this solicitation without changes to the Terms and Conditions.
10 8
Local Vendor. Any person or legal entity that is authorized to transact business within the IID water and/or electric service area, having established a permanent place of business in the company’s name for at least nine (9) months prior to the issue date of the subject solicitation will receive an automatic 5 points.
5 Total Maximum Points 100
Note: Exceptions taken to the Scope of Work or Specifications will be evaluated under the appropriate criteria and utilized to determine the Respondent’s responsiveness.

Purchase of five (5) 28MVA Transformers for substations in Indio from De... Page 608 of 1306

IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

ATTACHMENT B

TERMS AND CONDITIONS
[This file is attached as a separate document named: SRFP429 Terms Conditions.pdf]

Purchase of five (5) 28MVA Transformers for substations in Indio from De... Page 609 of 1306

IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

ATTACHMENT C
GENERAL SPECIFICATION FOR POWER TRANSFORMER – REV16, 7/26/2022 [This file is attached as a separate digital document named: SRFP429 Attachment C.pdf]

Purchase of five (5) 28MVA Transformers for substations in Indio from De... Page 610 of 1306

IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

ATTACHMENT D
TECHNICAL DATA SHEETS (TDS) FOR A TYPICAL 25 MVA, 92-13.2 KV POWER TRANSFORMER WITH LTC – REV1, 4/6/2022
[This file is attached as a separate digital document named: SRFP429 Attachment D.pdf]

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

ATTACHMENT E
TECHNICAL DATA SHEETS (TDS) FOR A TYPICAL 25 MVA, 92-13.2 KV POWER WITHOUT LTC – REV3, 4/6/2022
[This file is attached as a separate digital document named: SRFP429 Attachment E.pdf]

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

ATTACHMENT F
TECHNICAL DATA SHEETS (TDS) FOR 12.5 MVA, 92-13.2 kV POWER TRANSFORMER WITHOUT LTC-REV 1, 7/26/2022
[This file is attached as a separate digital document named: SRFP429 Attachment F .pdf]

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

ATTACHMENT G
GUARANTEED PERFORMANCE & CHARACTERISTICS FORM FOR 28 MVA, 92-13.2KV POWER TRANSFORMER WITH LTC – REV2, 8/20/20
[This file is attached as a separate digital document named: SRFP429 Attachment G .docx]

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

ATTACHMENT H
GUARANTEED PERFORMANCE & CHARACTERISTICS FORM FOR 28 MVA, 92-13.2KV POWER TRANSFORMER WITHOUT LTC – REV2, 8/20/20
[This file is attached as a separate digital document named: SRFP429 Attachment H .docx]

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

ATTACHMENT I
GUARANTEED PERFORMANCE & CHARACTERISTICS FORM FOR 12.5 MVA, 92-13.2 KV DISTRIBUTION TRANSFORMER WITHOUT LTC -REV 1
[This file is attached as a separate digital document named: SRFP429 Attachment I .docx]

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

ATTACHMENT J
COST PROPOSAL FORM FOR 28 MVA, 92-13.2KV POWER TRANSFORMER WITH LTC - REV3
[This file is attached as a separate digital document named: SRFP429 Attachment J .docx]

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

ATTACHMENT K
COST PROPOSAL FORM FOR 28 MVA, 92-13.2KV POWER TRANSFORMER WITHOUT LTC -REV3
[This file is attached as a separate digital document named: SRFP429 Attachment K .docx]

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

ATTACHMENT L
COST PROPOSAL FORM FOR 12.5 MVA, 92-13.2 kV DISTRIBUTION TRANSFORMER WITHOUT LTC-REV1
[This file is attached as a separate digital document named: SRFP429 Attachment L .docx]

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IMPERIAL IRRIGATION DISTRICT
SECONDARY REQUEST FOR PROPOSAL # 429
(2) 28 MVA @ 55°C and (1) 12.5 MVA @ 55°C, 92-13.2 kV Power Transformers

ATTACHMENT M

SAFETY CHECKLIST FOR CONTRACTOR
[This file is attached as a separate digital document named: SRFP429 Attachment M.docx]

Purchase of five (5) 28MVA Transformers for substations in Indio from De... Page 620 of 1306 September 5, 2023 BOARD AGENDA MEMORANDUM Consent
SUBJECT SRFP No. 429 - Purchase of Two 28MVA Spare Transformers DEPARTMENT Energy
PRESENTER Jesse C. Medina, manager assistant, Project Management and Substation Operations
Background
The Energy Department operates and maintains approximately 60, 28 MVA transformers.

Therefore, it is imperative that spares be available for emergencies. In November of 2022 we installed our last spare and current lead times for new units averages 110 weeks.

Proposals received for Secondary Request for Proposal No. 429 for two 28 MWA power transformers have been evaluated and the evaluation team concluded that Delta Star Inc. presented the best valued proposal and has been recommended for award. The IID Procurement Oversight Committee, based upon the documents and information presented to them on June 15, 2023, concluded that the recommendation to award should be sustained.

This item will be presented to the Energy Advisory Committee at its meeting on September 18, 2023.

Financial Impact
The total purchase price is $4,507,629 which includes spare parts, transportation, offloading, and field service for both transformers. Funding is allocated in the approved 2023 Capital Plan, (page E-5, line 24) for the first milestone payment of $1,352,289. The remaining amount of $3,155,340 will be proposed in future budgets and subject to board approval.

The vendor proposal includes a material-based price adjustment provision that may cause pricing to vary based on verifiable standard industry indexes. Adjustments resulting in an overall price increase are subject to board approval.

Recommendation
Staff is seeking board approval to purchase two 28MVA spare transformers from Delta Star Inc.

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Bid for: 16.8/22.4/28//31.5 MVA Power Transformer
Event: 28 MVA w/o LTC
Bid Opening: October 31, 2022
Delta Star Quotation: Q011132 – Rev. 4

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DELTA STAR QUOTATION
Bryan Montgomery Delta Star Quotation: Q011132
Indio Electric Finance Authority Revision: 4: August 21, 2023 100 Civic Center Mall Quotation Date: October 31, 2022
Indio, CA 92201
(760) 391-4015
[email protected]
Delta Star Contacts
Proposal Analyst Regional Sales Director Sales Representative Carson Masencup Chris Amend Keith Wallace
[email protected] [email protected] [email protected] (434) 845-0921 (213) 219-1312 (209) 365-6096
Quote Summary
Delta Star is pleased to extend our offer for the manufacture and supply of power transformer(s) as outlined below.

Shipment
Shipment for the first two (2) units is estimated at Q2 & Q3 of 2026 from California ARO subject to plant availability at time of order. Remaining three (3) units will be delivered in Q1, Q2 and Q3 of 2027 subject to plant availability at time of order.

Pricing
Prices are in US dollars and do not include taxes. See Commercial Clarifications & Escalation Policy.

Quotation Validity
Quotation is valid until September 30, 2023.

Payment Terms
Delta Star proposes the following progress payment terms:

Net 30: 30% invoiced upon Order Acknowledgement; 30% invoiced upon submission of Approval Drawings; 30% invoiced upon completion of Factory Acceptance Testing; and 10% invoiced upon Delivery & Acceptance; due upon receipt.

Field Service
See attached Field Service Policy and Scope of Work.

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PRICING SUMMARY
Item Qty. Q011132
Northgate Substation Unit Price Total Price
1 5
Power Transformer – 16.8/22.4/28//31.5 MVA, 92Y/53.12kV, 450/110kV BIL primary with DETC – 13.2Y/7.62kV, 110/110kV BIL secondary- (Buried) 35% MVA, 7.2kV, 110kV BIL tertiary.

Specification: [SE-TDS-TR-01-3W-3P-092-13.20-00028-L0]. $1,823,746 $9,118,730
2 5
Freight from San Carlos, California to Imperial, CA
*Freight Costs are an estimate only. Due to rising costs, they are subject to change at the time of shipment.*
$18,600 $93,000
3 5 Offloading $10,200 $51,000
4 5
Field Service - Assembly of parts removed for shipment; and testing (2-3 days onsite, 1 round trip). $35,650 $178,250 Grand Total – California $1,888,196 $9,440,980
Item Adders/Deducts Unit Price
A1 Galvanized & Painted Radiators $27,000
D1 DSI DETC $-12,000
Item Field Service Unit Price
F1 Field Service Supervision – 3 days on site; 1 round trip $9,785 Item Recommended Spare Parts Unit Price
Potential
Price After
30 Days
P1 Fan $750 $975
P2 Gasket Set $775 $1,008
P3 HV Bushing $3,246 $4,734
P4 LV/X0/H0 Bushing $1,758 $2,366
P5 Galvanized Radiator $3,273 $4,407
Recommend spare part prices are valid from the quote date to 30 days from transformer shipment. Transformer purchase required. For parts quotations and purchases made outside the initial purchase order submission, contact (800) 368-3017 or [email protected] . Potential price beyond 30 days from shipment is shown for reference with standard lead time of several weeks. Parts requiring immediate availability and shipment will incur an additional premium. non-taxable
non-taxable
non-taxable

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OPTIONS
Item Delta Star Options Unit Price
O1 Short Circuit Testing $650,000
O2 Five Year Limited Trantech Radiator Warranty (if applicable) $2,500 O3 Winter/Weather Wrap (Transformer Ships Completely Wrapped) $4,000

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TECHNICAL
Technical Clarifications

1. The Transformer is a core form configuration with circular winding design and a step lap cruciform core. The windings will be disc or helical wound with thermally upgraded paper insulated copper conductor.

2. Design details can be found on the attached performance guarantee and preliminary outline drawing.

3. Any design change requested by the Customer or the Customer’s representative after the issuance of the Purchase Order that causes delay or ultimately affects the final delivery requirement will extend the contract’s final delivery by an equal amount of days as the delay incurred. If additional component parts are required, delivery may also be delayed by component manufacturer lead times. All conditions of the late delivery will be based on the amended new final delivery date. A change order must be issued by the customer to cover any price increase or deduct and to confirm the agreed upon change in the delivery requirement.

4. The transformer will be designed, constructed, and tested in accordance with the latest manufacturing and testing standards of IEEE, ANSI, and NEMA. Additionally, the power transformer will meet the requirements of other standards as appropriate.

5. The Delta Star production schedule report will be submitted on a monthly basis until the unit is in production (approximately 90 days prior to shipment). Once production begins, a more detailed production schedule will be submitted on a bi-weekly basis showing weekly ranges for significant milestones. Customer requested additional milestone details and/or customization to milestone reports may result in a change order(s).

6. Where inspections are required, remote witnessing will be scheduled accordingly due to social distance requirements. On-site inspections must be approved in advance.

7. Drawings for approval (which consist of nameplate, outline, and controls drawings) will be submitted as required to meet the Customer’s delivery date, as determined by Delta Star. The time period for the customer to review approval drawings sent shall be two weeks.

8. Instruction book(s) will be provided at the time of shipment and include final (as built) drawings.

9. Design review, if required, will be held at the Delta Star manufacturing location unless otherwise agreed upon.

If customer requires Delta Star to travel to customer facility, additional charges may apply for travel expenses.

During restricted periods, remote design reviews will be scheduled accordingly due to social distance requirements. On-site design reviews must be approved in advance.

10. Delta Star reserves the right to manufacture the transformer(s) at any of its locations. If Delta Star selects to adjust the manufacturing facility the customer will not incur any additional expenses.

11. Digital impact recorders will be supplied up to a maximum of two per shipment.

12. Specification, page 6 of 26, item a7.1 – the offered transformer can operate continuously (i.e. without loss of life) under the following conditions:

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TECHNICAL

RATING, MVA AVERAGE

WINDING RISE,
K
AVERAGE 24-HOURS

AMBIENT

TEMPERATURE, C

MAXIMUM

AMBIENT

TEMPERATURE, C

16.8/22.4/28 55 40 50

18.9/25.2/31.5 65 30 40

13. Specification, page 12 of 26, item a15 – DSI quotes galvanized unpainted radiators. a price adder for galvanized and painted radiators will be $27,000

14. Specification, page 15 of 26, item a18.12 – DSI quotes DETC according to customer spec. if customer agrees to use DSI standard DETC manufactured in house price can be reduced by $12,000.

15. Specification, page 19 of 26, item a21.6 –offered transformer meets to the seismic requirements. special seismic analysis is included in the delta star offer. these calculations do not include the transformer mounting on its foundation.

16. Specification, page 22 of 26, item a22.1.14 – a current industry practice prescribed to us to exclude an impulse front-of-wave tests for the scope of tests with the following explanation (ieee c57.12.00–2015, page 67):

With improved arrester technology, front-of-wave tests are no longer necessary or standard for distribution or power transformers, so these tests were removed as a requirement from IEEE Std C57.12.00. Gapped silicon carbide arresters have switching characteristics that closely mimic front-of-wave shapes. Metal oxide varistor (MOV) surge arresters have clamping characteristics that more nearly emulate full-wave and chopped-wave conditions. They have replaced silicon carbide arresters, negating the need for front-of-wave testing.

Therefore, this unit will not be designed for or tested for. if these tests are still required, an adder will be applied at time of design.

17. Exception: No technical exceptions.

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COMMERCIAL
Shipment and Delivery

1. DDP Foundation (Incoterms 2010). Units ship by truck with oil; galvanized radiators, fans, arresters, and LV/HV bushings will be removed and shipped to the site by flatbed truck(s). If applicable, oil will be shipped to the site by tanker truck(s).

2. Rail shipments (if applicable): Quoted lead time is the time to place the unit on a rail car at our plant. Neither Delta Star nor the rail lines can predict the actual time from our plant to the rail siding nearest the delivery site.

3. Delta Star will not be responsible for removal/reinstallation of any overhead or adjacent structures, building of roads, bridges, or other structures, nor for the costs associated with any delays resulting from obstruction of access.

4. Offloading price includes one pick and place via crane unless otherwise stated and is based on unobstructed access to the pad for both truck and crane. Price is based on requirements outlined in customer specification and communication prior to this quote. Customer is responsible for notifying Delta Star of difficult delivery or rigging situations, including, but not limited to, jack and slide, a boom radius of over thirty feet (30’), overhead obstructions, or nearby energized power lines (see OSHA minimum approach distance chart), which may render the quoted offloading price void. Modifications to placement and requests to change rigging vendor may result in additional charges.

5. If destination is changed, a price adder may apply for additional freight and offloading charges.

6. Price excludes wire-lifting, bucket trucks, or utility/police assistance, if needed, will be billed at cost +5%

7. Price excludes traffic control signage, barricades, flagging crews if required to be billed at cost plus +5% Commercial Clarifications

1. Delta Star proposes that any resulting contract be governed by terms and conditions substantially similar to those negotiated for the parties previous Agreement— “Contract #4600000058” dated March 11, 2015.

2. Warranty will be in accordance with the Delta Star Five Year Warranty.

3. For deliveries beyond 12 months: Prices are subject to the Delta Star Escalation Policy, which lists method and sources for determining adjustment to price. The index values are updated to the most recently values published as of March 6, 2023. The values reflect the monthly average (see month of publication below).

4. For deliveries within 12 months: Delta Star quoted prices are firm for the delivery quoted provided market inflation on commodities such as copper, steel, aluminum, and oil does not exceed five percent (5%) based on commodity prices at date of quotation. Customer required delivery delays will subject to escalation/deescalation provisions found in DSI quotation

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COMMERCIAL
Material Base Index
Value
Publication
Month:

Copper 4.19 June 2023
Crude Oil 1.67 June 2023
Core Steel 237.43 April 2023
Plate Steel 365.39 May 2023
Labor 155.10 March 2023
Quote
Number
Copper
Weight Oil Weight Core Steel Weight
Plate Steel
Weight Labor
Q011132-R 4.6% 1.3% 9.1% 2.0% 5.3%

5. Performance bonds (if provided): Surety companies no longer provide performance bonds that cover an entire five-year warranty period. Delta Star will provide a performance bond that covers the statutory period (one year). The additional four years of warranty will be covered by Delta Star per the attached Warranty.

6. Field Service prices are valid for (1) calendar year from manufacturing completion date; a 3% increase will be applied for each calendar year thereafter. Field Service is required to validate warranty coverage; see attached Field Service Scope for details. Service(s) must be completed within 120 days of shipment and storage must be in accordance with Delta Star Installation and Maintenance Instruction Manual (DS-100).

Services will be performed in accordance with the attached Field Service Policy.

7. In the event the supply chain or costs to manufacture and supply equipment to the purchaser is impacted by an executive order, governmental directive, and/or abnormal market hyper-inflation, Delta Star reserves the right to pass related costs to the purchaser.

8. Purchase Orders or any other documents submitted by customer pursuant to this quotation will not result in a contract until accepted and acknowledged by Delta Star.

9. Delta Star reserves the right to correct errors on the quote and all related documents.

10. Delta Star is not a covered federal contractor or subcontractor and therefore the Executive Order mandating COVID-19 vaccines does not apply to our company. Additionally, we will continue to monitor federal guidance on vaccinations, including the emergency rules currently under review at the White House Office and Information and Regulatory Affairs (OIRA), and update our policies to ensure compliance with all applicable regulations.

To ensure prompt processing when submitting a purchase order, please send to the email and/or address below and copy your Delta Star sales representative:
[email protected]
Delta Star, Inc.
3550 Mayflower Drive
Lynchburg, VA 24501

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ENCLOSURES
☒ Performances Guarantee and Preliminary Outline
☒ Customer Data Forms (if applicable)
☒ Warranty
☒ Storage
☒ Delay/Cancellation
☒ Field Service
☒ Escalation Policy
☒ Conditions of Sale
☒ ISO 9001:2015 Certificate

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Purchase of five (5) 28MVA Transformers for substations in Indio from De... Page 631 of 1306 Confidential & Proprietary

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STORAGE POLICY
Delta Star is pleased to make available secure facilities for storage of new Transformers to its customers. In the event that delivery cannot be accepted upon completion of manufacture, Delta Star will store the unit free of charge for thirty (30) days from the acknowledged ship date. The storage facilities are intended for short term storage only and, therefore, tiered fees apply for storage exceeding thirty (30) days in length.

1. Storage is contingent upon the availability of factory storage space at time of request.

2. The Transformer will be invoiced on the date the unit is ready to be shipped, regardless of being shipped or stored.

3. It is required that Delta Star receives an official Request for Storage prior to placing any equipment into storage for any amount of time. An email is acceptable.

4. An initial one-time set up charge to prepare the Transformer for storage as well as for removal and preparation for shipment in the amount of twelve thousand five hundred dollars ($12,500) will apply for any unit stored beyond thirty (30) days.

5. A flat fee of five thousand dollars ($5,000) will be charged for each month, or portion of month, of storage. After four (4) months in storage, the monthly rate will increase to ten thousand dollars ($10,000).

6. Customer will be invoiced quarterly unless otherwise agreed.

7. Payment terms are Net 10 Days from the date of invoice.

8. Any rate increases in freight, offloading, and/or Field Services from the time the equipment is originally invoiced to the time it is actually shipped will be invoiced to the customer.

9. Delta Star requires four (4) weeks advance notification for shipping out of storage to insure shipping preparations are completed in time to meet the designated ship date.

10. Title passes to Purchaser at the time the equipment is placed into storage and payment is received. Delta Star will insure the equipment from damage until it is received and accepted at the destination.

11. Warranty starts upon shipment or six (6) months after completion of manufacture, whichever occurs first (unless otherwise agreed).

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DELAY/CANCELLATION POLICY

1. Cancellation Charges – The cancellation charge shall be calculated as (a) the full price of the Purchaser’s order multiplied by (b) the cancellation charge percentage below that corresponds to the date on which Delta Star receives Purchaser’s written cancellation notice. Delta Star may add any extra ordinary charges, such as (but not limited to) material that cannot be cancelled.

2. Delay – Production delays are subject to plant availability. Requests to delay shipment will result in a delay charge, which is calculated as (a) the full price of the Purchaser’s order multiplied by (b) the delay charge percentage corresponding to the length of delay requested per the chart below. Storage fees may apply if delay is requested (see Storage Policy). Requests for delay of shipment will be considered the same as cancellation if market conditions prohibit filling the vacated production slot. a. Power Transformers
Prior to Scheduled Ship Date1 Cancellation Charge Delay Charge 10 months 100% 4+% per month
12 months 50% 3.5% per month
14 months 25% 3% per month
16 months 10% 2.5% per month
After Order Acknowledgment 5% 2% per month
b. Mobile Substations
Prior to Scheduled Ship Date Cancellation Charge Delay Charge 16 months 100% 4+% per month
18 months 50% 3.5% per month
20 months 25% 3% per month
24 months 10% 2.5% per month
After Order Acknowledgment 5% 2% per month
1 Ship date is the original date requested by Purchaser on the Purchase Order and acknowledged by Delta Star. If these dates are different, Delta Star’s acknowledged date will be the official Ship date. Cancellation will be based on original acknowledged ship date notwithstanding any subsequent requests for delay.

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FIELD SERVICE POLICY
All field service work is performed in accordance with the following clarifications, unless otherwise mutually agreed upon:

Customer Responsibilities
The customer or others are expected to provide the following, unless otherwise noted in our quotation:

1. Free, clear, and unlimited access to substation site and areas around the equipment foundation.

2. Switch, lock out, and ground any equipment necessary to establish a safe work area.

3. Disconnect and reconnect all external bushing/bus terminations, protection controls, CTs, and relay wiring, as required.

4. Disassembly and reassembly of any deluge and/or iso-phase bus systems, as required, for free and clear access.

5. Disposal of excess/scrap oil, solid wastes, crates, and/or packaging material generated during the execution of work.

6. Temporary power source (120/240 VAC @ 30 amps) and a ladder to access the top of the equipment, as needed.

7. One person on-site during the execution of any work, for safety reasons, that also has the competency to provide clarifications on any energized or de-energized equipment within the substation.

Additional Charges
The following out-of-scope situations may occur during work execution, which additional charges will apply:

1. Initial customer site-specific safety training in excess of four (4) hours.

2. Spare parts that are NOT within fifty (50) feet of the transformer.

3. Safety equipment requirements beyond personal protective equipment (PPE) (safety glasses, hard hat, safety shoes, harness, & lanyard) or customer required site-access training for Delta Star personnel or subcontractors.

4. When temperatures are below 10°C (50°F), it will be necessary to elevate the transformers (active part & insulation) temperature prior to starting the final vacuum / oil filling process. This additional work will be based on T&M rates.

5. If/when secondary oil containment may be required for compliance with any EPA or local site SPCC programs.

6. Customer requirements that exceed those listed in our DS-100 (DS Installation and Maintenance Instruction Manual)

7. Exception is taken to all items that are not outlined in the Scope of Work section. For any additional work performed, these tasks will be considered out-of-scope and will be invoiced in accordance with our FS Rate Schedule FS-1000A.

8. Purchaser accepts & assumes all responsibility for the resolution of any labor disputes regarding union representation, pricing, or work jurisdictions, including full liability for all costs incurred resulting from any such disputes.

9. Purchaser shall provide a recent PCB report / certification of each unit prior to the start of any scheduled work. a. If PCB concentration is higher than 49 PPM, DSI will be unable to complete the work. b. If PCB concentration is 1-49 PPM, additional decontamination charges will apply. The proper disposal of the PCB oil shall be the responsibility of the purchaser or others.

Delays
Pricing is based upon Delta Star crews working 7-days a week, and 8-12 hours per day uninterrupted. Any standby time or delays that are beyond Delta Star’s control, including those resulting from restricted or limited site access, will be considered out-of-scope work, and shall be billed in accordance with Delta Star’s Field Service Rate Schedule FS-1000A.

Cancellation
In the event of project cancellation, customer may be liable for the amounts set forth and outlined below as compensation for reasonable costs incurred, unless otherwise approved by an authorized Delta Star Field Service representative. 0-7 days prior to scheduled on-site date = 25% of order value or 8-14 days prior to scheduled on-site date = 10% of order value.

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FIELD SERVICE SCOPE OF WORK
A general description of services is provided below.

Field Service Supervision
• Field Service technician will complete arrival check, provide installation guidance, complete internal connections, verify the installation meets our warranty requirements, and verify the transformer is ready for energization as time permits.
o Arrival Check: Prior to installation, a Delta Star Field Service technician will check arrival conditions (check pressure, core insulation resistance, and insulation moisture content if applicable), review the transformer for damages/leaks and complete a loose part inventory inspection. • Includes all-inclusive travel, per diem, and labor costs for a minimum of three (3) days on-site with two days (roundtrip) travel to the customer identified substation site location. • A report is provided to the client with our checklist and photos to validate the inspection(s) performed. A customer representative must acknowledge the report.
*Unless waived by Delta Star, Field service is required to validate warranty coverage. Field service must be completed within four months (or 120 days) of delivery date. If unit is placed in storage, full assembly of unit is required within four months of delivery per Delta Star Installation and Maintenance Instruction Manual (DS-100).

Field Service Mobile Technical Assistance
• Delta Star Field Service will provide one field service mobile substation specialist at the request of our customer during the field installation or acceptance of the subject equipment. The field service specialist will technically assist customer on the proper set-up and deployment of the equipment and provide standard/basic instruction to qualified electrical personnel during the installation and acceptance of the equipment. • Includes all-inclusive travel, per diem, and labor costs for a minimum of three (3) days on-site with two days (roundtrip) travel to the customer identified substation site location. Additional days can be purchased for $3,150 per day per specialist.

Field Service Installation Services
• Transformer Installation according to Delta Star Installation and Maintenance Instruction Manual (DS-100) unless otherwise approved.
• Assembly of all ship loose parts.
• Addition of make-up oil for radiators by means of a filter cart. • Standard testing includes: Core & Winding Insulation Resistance; Overall Power Factor & Capacitance; Bushing Power Factor (C1 & C2), if no test tap, perform Hot Collar; Surge Arrestor Power Factor; Single Phase Excitation (All HV DETC Taps to N, Rated HV DETC Tap to LTC Taps 1L, 1R, & 16R); Transformer Turns Ratio (All HV DETC Taps to N, Rated HV DETC Tap to LTC Taps 16L thru 16R); verify operation of all devices reinstalled in the field; verify operation of LTC, if equipped; and Oil Testing to include Moisture, DGA, IFT, Acid, Color/Visual, D1816-2mm, Power Factor 25/100, SG & PCB.
• Vacuum oil fill as listed in DS-100 (if applicable)
Clarifications
• Additional days as required or requested will be charged at $2,000 per day, per technician based on an 8 hour day, unless otherwise noted above. Overtime, weekend and holiday pay incurred will be additional charges. • No provisions are included for Union labor requirements; an updated field service quotation will be provided upon request.

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ISO 9001:2015 CERTIFICATE

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City Council
September 18, 2023

STAFF REPORT
To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Timothy Wassil, Public Works Director
Subject: Approve Landscape Maintenance Agreements with Conserve LandCare in the amount of $2,044,996 per fiscal year, for City Properties and Landscape and Lighting District Properties
RECOMMENDATION:

Approve Landscape Maintenance agreements with Conserve LandCare in the amount of $2,044,996 per fiscal year, for City Properties and Landscape and Lighting District Properties.

SUMMARY:

On July 27, 2023, the City received three proposals for City Properties and Landscape and Lighting District Properties. Parks and Facilities, staff evaluated the proposals, and invited the top two scoring firms to come in for interviews. Conserve LandCare was selected as the most responsive landscape maintenance contractor.

BACKGROUND INFORMATION:

The Landscape Maintenance Contractor is responsible for maintaining the irrigation system, turfgrass, plants, trees under 15-feet tall, median islands, weed abatement, hardscape & pathway maintenance, trash can pick-up, pet waste stations, and miscellaneous amenities related to the parks such as tables and benches.

City Fund Properties: The City currently has 70 locations where the landscape maintenance is paid for by the General Fund. These include the City’s parks, around City buildings, Police and Fire Stations, City owned vacant & parking lots, and numerous medians and parkways along City streets.

Landscape and Lighting Districts: The City currently has 52 separate districts that were formed pursuant to the Landscape and Lighting Act of 1972, and Part 2 of Division 15 of the California Streets and Highway Code. The City annually levies and collects special assessments from the property owners in each district, in order to provide and maintain the improvements associated with each development, when their District was formed.

The current contract expired on June 6, 2023, and Excel Landscape, Inc., has been continuing to provide landscape maintenance services on a month-to-month basis.

On June 22, 2023, the City released two separate RFPs for landscape maintenance services. The first RFP is for the seventy (70) City Fund Properties, and the second RFP is for the fifty-two (52) AGENDA ITEM #9.3
Landscape Maintenance Agreements with Conserve LandCare in the amount of... Page 639 of 1306 LLDs. The contract is for a period of one-year, and the City may elect to extend the contract for up to four additional 12-month periods.

On July 27, 2023, the City received proposals for both the City Fund Properties and the LLDs from the following three companies:
• Conserve LandCare, LLC
• Excel Landscape, Inc.
• Mariposa Landscapes, Inc.

Proposals were rated based on qualifications, experience, understanding and ability to provide the scope of services, similar work experience, references, and cost to the City. A summary of the costs are as follows:

Conserve LandCare Excel Landscape Mariposa Landscapes
Monthly
Price
Annual
Price
Monthly
Price
Annual
Price
Monthly
Price Annual Price
City Fund $72,077 $896,924 $64,530 $774,360 $92,000.99 $1,104,011.88 LLDs $65,006 $780,072 $74,097 $889,164 $67,493.00 $ 809,916.00 Totals $137,013 $1,644,996 $138,627 *$1,663,524 $159,493.99 $1,913,927.88 * Excel Landscape, Inc. offered a 2% discount if awarded both contracts. Total $1,630,253.52 Based on the scores, staff interviewed the top two companies, Conserve LandCare and Excel Landscape. Combining the initial proposal evaluations and the interviews, staff selected Conserve LandCare as the best company to provide landscape maintenance services for both the City Fund Properties and the LLD Properties. A copy of each contract is included as Attachment 1 and 2 respectively.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$1,633,747 In current year budget: Yes
Current FY General
Fund Impact:
$948,693 Budget adjustment: N/A
Next FY Financial
Impact:
$2,044,996 Strategic Objective:

Source of funds: General Fund and LLDs Fund-Org-Object
Reference:

Various
Additional Financial Details:

The costs for the landscape maintenance services to be provided by Conserve LandCare for FY23/24 is shown as follows:

Oct. 1st – Jun. 30th Add’l Work as Needed Total FY23/24 City Fund Properties $ 648,693 $300,000 $ 948,693

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Total $1,233,747 $400,000 $1,633,747
Staff is requesting an amount not-to-exceed $400,000, per fiscal year, using existing budgets for additional work as needed. The additional amount not to exceed $400,000 will provide services to maintenance/control the right-of-way weeds, and any repairs/improvements to be made to city fund properties and LLD properties using existing budgets. Any boards or interested residents will review proposed changes prior to improvements implemented at LLD Properties.

Annual Cost Add’l Work as Needed Total
City Fund Properties $864,924 $300,000 $1,164,924
LLD Properties $780,072 $100,000 $ 880,072
Total $1,644,996 $400,000 $2,044,996
ATTACHMENTS:

Attachment 1
Attachment 2
APPROVAL(S):

Timothy Wassil, Public Works Director Approved - 05 Sep 2023 Jillian Martins, Assistant City Attorney Approved - 05 Sep 2023 Glendale Berdan, Accountant Approved - 06 Sep 2023
Bryan H. Montgomery, City Manager Approved - 06 Sep 2023

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Contract for City Fund
Properties

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AGREEMENT FOR PROFESSIONAL SERVICES
Landscape Maintenance Services – City Fund

LMCITYFUND
THIS AGREEMENT is made and entered into on this 18th day of September, 2023, by and between the City of Indio, a California municipal Corporation (“City”) and Conserve LandCare, LLC (“Contractor”). Contractor’s California State License Number is 1073122; Class A, B, & C27.

RECITALS
A. City issued a Request for Proposals (“RFP”) for Landscape Maintenance Services for the City Fund Properties, on June 22, 2023. Contractor submitted a proposal dated July 27, 2023 in response to the RFP.

B. Contractor represents that it is qualified by virtue of experience, training, education and expertise to provide these services and is able to perform the Scope of Work.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Section 1. Contractor’s Scope of Work. Contractor shall perform the Scope of Work described in Exhibit A ("Scope of Work"), attached to this Agreement and incorporated by this reference as though set forth in full, in a manner satisfactory to City and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

Section 2. Term of Agreement. This Agreement shall commence on October 1, 2023, contingent upon approval by the City Council, and the Contractor shall commence work after a written notice to proceed is issued by the City’s Contract Manager. This Agreement shall remain and continue in effect for a period of 12 months, unless sooner terminated by the City.

The City may extend the Agreement for four (4) additional 12-month periods.

Section 3. Time of Performance. Contractor shall complete all services required hereunder as and when directed by City as set forth in Exhibit C ("Time of Performance"). City, however, in its sole discretion may extend the time for performance of any services.

Notwithstanding any other provisions of this Agreement, the Contractor shall not have liability for or be deemed in breach because of delays caused by any factor outside of its reasonable control, including but not limited to natural disasters, adverse weather, epidemics, pandemics (including COVID 19), or acts of the Client, third parties, or governmental agencies.

Section 4. Compensation.
(a) The method of payment for the services provided under this Agreement shall be by month. City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the services required by this Agreement, seventy-two thousand, seventy-seven dollars per month, as more particularly described in Exhibit B (“Consideration”). Said Consideration shall constitute reimbursement of Contactor’s fee for the services as well as the actual cost of any staff time, other direct or indirect costs or fees, including the work of employees, Contractors and subcontractors, equipment, materials, and supplies necessary to provide the service (including all labor, materials, delivery, tax, assembly, and installation, as applicable).

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(b) Unless expressly provided for in Exhibit B, Contractor shall not be entitled to reimbursement for any expenses. Any expenses incurred by Contractor which are not expressly authorized by this Agreement will not be reimbursed by City. (c) In the case of a change in the scope of work or scope of the project, such change may be requested by the City pursuant to an amendment to this Agreement. Compensation for any such amendment shall be negotiated between the parties and the adjustment in the specified rates of compensation shall not be effective until authorized by an amendment to this Agreement, which is thereafter approved by the City Council and issued by the City’s Contract Manager. (d) Any work incurred by Contractor which is not expressly authorized by this Agreement or any amendment to the Agreement will not be reimbursed by City. In addition, any work incurred by Contractor prior to receipt of the written notice to proceed shall not be compensated.

Section 5. Method of Payment
(a) The method of payment for this contract will be based on lump sum. The total lump sum price paid to Contractor will include compensation for all work and deliverables, including travel and equipment described in Statement of Work of this contract. No additional compensation will be paid to Contractor, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between Contractor and the City. Adjustment in the total lump sum compensation will not be effective until authorized by contract amendment and approved by the City.
(b) Progress payments may be made monthly in arrears based on the percentage of work completed by Contractor. If Contractor fails to submit the required deliverable items according to the schedule set forth in the Statement of Work, the City shall have the right to delay payment or terminate this Contract in accordance with the provisions of Section 14 Termination. (c) Contractor shall not commence performance of work or services until this contract has been approved by the City and notification to proceed has been issued by the City’s Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this contract.
(d) Contractor will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by the City’s Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Contractor is billing. Invoices shall detail the work performed on each milestone, on each project as applicable.

Invoices shall follow the format stipulated for the Cost Proposal and shall reference this contract number and project title. Final invoice must contain the final cost and all credits due to the City that include any equipment purchased under the provisions of Section 28 Equipment Purchase and Capital Expenditures of this contract. The final invoice should be submitted within 60-calendar days after completion of Contractor’s work. Invoices shall be mailed to the City’s Contract Administrator at the following address:

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Parks & Facilities
83101 Avenue 45
Indio, California 92201
Invoices may also be sent electronically to the City’s Responsible Principal and/or his designee. (e) The total amount payable by the City shall not exceed the total amount described in Exhibit B.

Section 6. Independent Contractor. The parties agree, understand and acknowledge that Contractor is not an employee of the City, but is solely an independent Contractor. Contractor expressly acknowledges and agrees that City has no obligation to pay or withhold state or federal taxes or to provide workers’ compensation or unemployment insurance or other employee benefits and that any person employed by Contractor shall not be in any way an employee of the City. As such, Contractor shall have the sole legal responsibility to remit all federal and state income and social security taxes and to provide for his/her own workers compensation and unemployment insurance and that of his/her employees or subcontractors.

Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as otherwise provided herein. Contractor shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City.

Section 7. Assignment. This Agreement shall not be assigned in whole or in part, by Contractor without the prior written approval of City. Any attempt by Contractor to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 8. Responsible Principal(s).
(a) Contractor’s responsible principal, David White, shall be principally responsible for Contractor’s obligations under this Agreement and shall serve as principal liaison between City and Contractor and shall be referred to as the Project Manager. There shall be no change in Contractor’s Project Manager or key members of the project team as listed in Exhibit A without prior written consent of City.
(b) City’s responsible principal shall be Timothy T. Wassil, PE, Director of Public Works, who shall administer the terms of the Agreement on behalf of City and shall be referred to herein as the Contract Manager.

Section 9. Personnel. Contractor represents that it has, or shall secure at its own expense, all personnel required to perform Contractor’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 10. Permits and Licenses. Contractor shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 11. Compliance with Law. Contractor shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government applicable to the scope of services under this Agreement.

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Section 12. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence and Two Million Dollars ($2,000,000) general aggregate, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by Contractor in performing the Scope of Work required by this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Contractor's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss.
(3) Workers' compensation insurance as required by the State of California. (4) If this box is checked, a policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by City. Further, Contractor agrees to maintain in full force and affect such insurance for one year after performance of work under this Agreement is completed. (b) Contractor shall require each of its subcontractors, if any, to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The City’s Risk Manager may, in writing, amend and/or waive the insurance provisions set forth in paragraph (a) herein. In such case, the Contractor shall comply with the insurance provisions required by the City’s Risk Manager. (d) The policy or polices required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A-:VI in the latest edition of Best's Insurance Guide or by an insurer acceptable to the City’s Risk Manager. (e) Contractor agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Contractor's expense, the premium thereon.
(f) At all times during the term of this Agreement, Contractor shall maintain on file with the City Clerk a certificate or certificates of insurance on the form approved by the City’s Risk Manager, showing that the aforesaid policies are in effect in the required amounts. Contractor shall, prior to commencement of work under this Agreement, file with the City Clerk such certificate or certificates. The general liability insurance and vehicle insurance shall contain an endorsement naming the City as an additional insured. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to City, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement.

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(g) The insurance provided by Contractor shall be primary to any coverage available to City. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, Contractor shall either reduce or eliminate the deductibles or selfinsured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses.

Section 13. Indemnity.
(a) Indemnity for Design Professional Services. If Contractor is considered a “design professional” as that term is defined in Civil Code Section 2782.8 and solely in connection with its design professional services, Contractor shall hold harmless and indemnify City, and its elected officials, officers, employees, servants, designated volunteers, and those City agents serving as independent Contractors in the role of City officials (collectively, “Indemnitees”), with respect to any and all claims, demands, damages, liabilities, losses, costs or expenses, including reimbursement of attorneys’ fees and costs of defense (collectively, “Claims” hereinafter), including but not limited to Claims relating to death or injury to any person and injury to any property, which to the extent arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor or any of its officers, employees, subcontractors, or agents in the performance of its design professional services under this Agreement. (b) Other Indemnities. In connection with any and all claims, demands, damages, liabilities, losses, costs or expenses, including attorneys’ fees and costs of defense (collectively, “Damages” hereinafter) not covered by Section 13(a), Contractor shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Damages, including but not limited to, Damages relating to death or injury to any person and injury to any property, which to the extent arise out of, pertain to, or relate to the acts or omissions of Contractor or any of its officers, employees, subcontractors, or agents in connection with the performance of this Agreement, including the payment of all consequential damages, reasonable attorneys’ fees, and other related costs and expenses. With respect such Claims, Contractor shall defend City, with counsel of City’s choice, and shall pay and satisfy any judgment, award, or decree that may be rendered against City. Contractor shall reimburse City for any and all legal expenses and costs actually incurred by each of them in connection therewith. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or City. All duties of Contractor under this Section shall survive termination of this Agreement.

Section 14. Termination.
(a) City shall have the right to terminate this Agreement for any reason or for no reason upon thirty (30) calendar days' written notice to Contractor with the reasons for termination stated in the notice. Contractor agrees to cease all work under this Agreement on or before the effective date of such notice. In the event such termination is for cause, the Contractor shall have the opportunity to cure such cause within the notice period and such termination shall only take effect if the Contractor failed to cure such cause.
(b) The City may terminate this Agreement with Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, City may proceed with the work in any manner deemed proper by the

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City. If City terminates this Agreement with Contractor, City shall pay Contractor the sum due to Contractor under this Agreement prior to termination, unless the cost of completions to City exceeds the funds remaining in the Agreement. In which case, the overage shall be deducted from any sum due Contractor under this Agreement and the balance, if any, shall be paid to Contractor upon demand.
(c) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Contractor, Contractor shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation that would exceed the maximum Consideration set forth herein.
(d) Upon receipt of a termination notice, Contractor shall promptly deliver all data, reports, estimates, summaries, and such other information and materials as may have been accumulated by Contractor in performing the services under this Agreement to City, whether completed or in progress.
(e) Notwithstanding any provisions of this Agreement, Contractor shall not be relieved of liability to City for damages sustained by City by virtue of any breach of this Agreement by Contractor, and City may withhold any payments due to Contractor until such time as the exact amount of damages, if any, due City from Contractor is determined. (f) City may temporarily suspend this Agreement, at no additional cost to City, provided that Contractor is given written notice of temporary suspension. If City gives such notice of temporary suspension, Contractor shall immediately suspend its activities under this Agreement. A temporary suspension may be issued concurrent with the notice of termination.

Section 15. City’s Responsibility. City shall provide Contractor with all pertinent data, documents, and other requested information as is available for the proper performance of Contractor’s Scope of Work.

Section 16. Non-Liability of Officials and Employees of the City. No official or employee of City shall be personally liable for any default or liability under this Agreement.

Section 17. Changes in the Scope of Work. City shall have the right to order, in writing, changes in the Scope of Work or the services to be performed. Any changes in the Scope of Work requested by Contractor must be made in writing and approved by both parties.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

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If to City:

City Manager
100 Civic Center Mall
P.O. Drawer 1788
Indio, California, 92201
Fax: (760) 342-6597
If to Contractor:

Conserve LandCare
79-635 Avenue 40
Indio, CA 92201
Section 19. Contractor Reports/Meetings.
(a) The Contractor shall submit progress reports at least once a month. The report should be sufficiently detailed for the Contract Manager or designee to determine, if the Contractor is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.
(b) The Contractor’s Project Manager shall meet with the City’s Contract Manager or designee, as needed, to discuss progress on this agreement. (c) If requested by City, Contractor shall document the results of the work under this agreement to the satisfaction of the City, and if applicable, the State of California and the Federal Highway Administration. This may include but is not limited to, preparation of progress and final report, plans, specifications and estimates or similar evidence of attainment of this Agreement’s objectives as set forth in Exhibit A.
(d) Contractor or appropriate designee of Contractor shall sign all plans, specifications, estimates (PS&E) and engineering data furnished by him/her, and where appropriate, indicate his/her California registration number.

Section 20. Funding Requirements.
(a) It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the agreement were executed after that determination was made.
(b) It is mutually agreed that if sufficient funds are not appropriated, this Agreement may be amended to reflect any reduction in funds.
(c) In addition, this Agreement is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or the City Council of the City that may affect the provisions, terms, or funding of this Agreement in any manner. (d) The parties agree that the City has the option by mutual agreement to amend this agreement to reflect any reduction of funds or void the Agreement under the termination provisions herein.

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Section 21. Modification.
(a) This Agreement constitutes the entire agreement between the parties and supersedes any other agreements, oral or written. No promises, other than those included in this Agreement, shall be valid. This Agreement may be modified only by a written agreement executed by City and Contractor.
(b) Contractor shall commence work covered by an amendment only after the amendment is executed and a notification to proceed has been issued by the City’s Contract Manager.
(c) There shall be no change in Contractor’s Project Manager or members of the project team, as listed in the approved Cost Proposal, which is a part of this Agreement without prior written approval by the City’s Contract Administrator.

Section 22. Cost Principles.
(a) The Contractor agrees that 48 CFR Part 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost. (b) The Contractor also agrees to comply with Federal procedures in accordance with 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirement for Federal Awards.
(c) Any costs for which payment has been made to the Contractor that are determined by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to repayment by the Contractor to the City.
(d) When a Contractor or Subcontractor is a Non-Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.

Section 23. Contingent Fee. The Contractor warrants, by execution of this Agreement that no person or selling agency has been employed, or retained, to solicit or secure this Agreement upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by Contractor for the purpose of securing business. For breach or violation of this warranty, the City has the right to annul this Agreement without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the Agreement price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

Section 24. Retention of Records/Audit. For the purpose of determining compliance with Gov. Code § 8546.7, the Contractor, Subcontractors, and the City shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the Agreement including, but not limited to, the costs of administering the Agreement. All parties, including the Contractor’s Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the Agreement period and for three (3) years from the date of final payment under the Agreement. The City, Caltrans Auditor, Federal Highway Association (FHWA), or any duly authorized representative of the Federal government having jurisdiction

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under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the Contractor, Subcontractors, and the Contractor’s Independent CPA, that are pertinent to the Agreement for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.

Section 25. Audit Review Procedures.
(a) Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by the City’s Chief Financial Officer.
(b) Not later than 30 days after issuance of the final audit report, the Contractor may request a review by the City’s Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing.
(c) Neither the pendency of a dispute nor its consideration by the City will excuse the Contractor from full and timely performance, in accordance with the terms of this Agreement. (d) Contractor and subcontractor agreement(s), including cost proposals and indirect cost rates (ICR), are subject to audits or reviews such as, but not limited to, an Agreement audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the Agreement, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Contractor’s responsibility to ensure federal, City, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The Agreement, cost proposal, and ICR shall be adjusted by Contractor and approved by City’s Contract Manager to conform to the audit or review recommendations. Contractor agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement by this reference if directed by the City at its sole discretion. Refusal by Contractor to incorporate audit or review recommendations, or to ensure that the federal, City or local governments have access to CPA work papers, will be considered a breach of Agreement terms and cause for termination of the Agreement and disallowance of prior reimbursed costs.
(e) Contractor’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the Contractor and approved by the City’s Contract Manager to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the Contractor to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the Agreement terms and cause for termination of the Agreement and disallowance of prior reimbursed costs.

1. During IOAI’s review of the ICR audit work papers created by the Contractor’s independent CPA, IOAI will work with the CPA and/or Contractor toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, the City will reimburse the Contractor at an accepted ICR until a FAR

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(Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines}is received and approved by IOAI.

Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate.

2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require the Contractor to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. IOAI will then have up to six (6) months to review the Contractor’s and/or the independent CPA’s revisions.

3. If the Contractor fails to comply with the provisions of this paragraph E, or if IOAI is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this Agreement.

4. The Contractor may submit to the City the final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this Agreement has been completed to the satisfaction of the City; and, (3) IOAI has issued its final ICR review letter. The Contractor MUST SUBMIT its final invoice to the City no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this Agreement and all other agreements executed between the City and the Contractor, either as a prime or subcontractor, with the same fiscal period ICR.

Section 26. Disputes. Prior to either party commencing any legal action under this Agreement, the parties agree to try in good faith, to settle any dispute amicably between them. If a dispute has not been settled after forty-five (45) days of good-faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other. (a) Any dispute, other than disputes arising out of an audit, concerning a question of fact arising under this Agreement that is not disposed of by agreement shall be decided by a

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committee consisting of City’s Contract Manager and City Engineer, who may consider written or verbal information submitted by Contractor.
(b) Not later than thirty (30) calendar days after completion of all work under the Agreement, Contractor may request review by City’s Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. (c) Neither the pendency of a dispute, nor its consideration by the committee referenced herein, will excuse Contractor from full and timely performance in accordance with the terms of this Agreement.

Section 27. Subcontracting.
(a) Nothing contained in this Agreement or otherwise, shall create any contractual relation between the City and any Subcontractors, and no sub-agreement shall relieve the Contractor of its responsibilities and obligations hereunder. The Contractor agrees to be as fully responsible to the City for the acts and omissions of its Subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Contractor. The Contractor’s obligation to pay its Subcontractors is an independent obligation from the City’s obligation to make payments to the Contractor. (b) The Contractor shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the City’s Contract Manager, except that which is expressly identified in the Contractor’s approved Cost Proposal.
(c) Any sub-agreement entered into as a result of this Agreement, shall contain all the provisions stipulated in this entire Agreement to be applicable to Subcontractors unless otherwise noted.
(d) Contractor shall pay its subcontractors within Fifteen (15) calendar days from receipt of each payment made to the Contractor by the City. (e) Any substitution of subcontractors must be approved in writing by the City’s Contract Manager in advance of assigning work to a substitute Subcontractor. (f) Prompt Progress Payment

1. Contractor or subcontractor shall pay to any subcontractor, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed Contractor on account of the work performed by the subcontractors, to the extent of each subcontractor’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from Contractor or subcontractor to a subcontractor, Contractor or subcontractor may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subcontractor, of 2 percent of the amount due per month for every month that payment is not made. In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized

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under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subcontractors.
(g) Prompt Payment of Withheld Funds to Subcontractors

1. No retainage will be held by the City from progress payments due to Contractor. Contractor and subcontractors are prohibited from holding retainage from subcontractors. Any delay or postponement of payment may take place only for good cause and with the City’s prior written approval. Any violation of these provisions shall subject the violating Contractor or subcontractor to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies, otherwise available to Contractor or subcontractor in the event of a dispute involving late payment or nonpayment by Contractor, deficient subcontractor performance and/or noncompliance by a subcontractor. This clause applies to both DBE and non-DBE subcontractors.

Section 28. Equipment Purchase and other Capital Expenditures. (a) Prior written authorization from the City’s Contract Manager is required before the Contractor enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or Contractor services. The Contractor shall provide an evaluation of the necessity or desirability of incurring such costs.
(b) For purchase of any item, service or consulting work not covered in the Contractor’s Scope of Work and that exceeds $5,000, with prior authorization by the City’s Contract Manager, three competitive quotations must be submitted with the request, or the absence of proposal must be adequately justified.
(c) Any equipment purchased as a result of this Agreement is subject to the following:
a. The Contractor shall maintain an inventory of all nonexpendable property.

Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, the City shall receive a proper refund or credit at the conclusion of the Agreement, or if the Agreement is terminated, the Contractor may either keep the equipment and credit the City in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established City procedures and credit the City in an amount equal to the sales price. If the Contractor elects to keep the equipment, fair market value shall be determined at the Contractor’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by the City and the Contractor, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by the City.
b. Regulation 2 CFR Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project.

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Section 29. Inspection of Work. The Contractor and any subcontractor shall permit the City, the State, and the Federal Highway Administration if federal participating funds are used in this Agreement, to review and inspect the project activities and files at all reasonable times during the performance period of this Agreement including review and inspection on a daily basis.

Section 30. Safety.
(a) Contractor shall comply with OSHA regulations applicable to Contractor for the services provided herein regarding necessary safety equipment or procedures. Contractor shall comply with safety instructions issued by the City or its representatives. Contractor’s personnel shall wear hard hats and safety vests at all times while working on the construction project site (if applicable).
(b) If applicable to the services herein, and pursuant to the authority contained in Section 591 of the Vehicle Code, the City has determined that such areas are within the limits of the project as described herein and are open to public traffic. Contractor shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Contractor shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. (c) Any subcontract entered into by Contractor, shall contain all of the provisions of this Section.
(d) Contractor shall have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in California Labor Code Sections 6500 and 6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five feet or deeper.

Section 31. Ownership of Data.
(a) It is mutually agreed that all materials prepared by Contractor under this Agreement shall become the property of City, and Contractor shall have no property right therein whatsoever. Immediately upon termination, City shall be entitled to, and Contractor shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by Contractor in performing this Agreement which is not Contractor’s privileged information, as defined by law, or Contractor’s personnel information, along with all other property belonging exclusively to City which is in Contractor’s possession.

Publication of the information derived from work performed or data obtained in connection with services rendered under this Agreement must be approved in writing by City. (b) Additionally, it is agreed that the Parties intend this to be an Agreement for services and each considers the products and results of the services to be rendered by Contractor hereunder to be work made for hire. Contractor acknowledges and agrees that the work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City without restriction or limitation upon its use or dissemination by City. (c) Nothing herein shall constitute or be construed to be any representation by Contractor that the work product is suitable in any way for any other project except the one detailed in this Contract. Any reuse by City for another project or project location shall be at City’s sole risk.

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(d) Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27, Subpart 27.3 - Patent Rights under Government Contracts for federal-aid contracts).
(e) The City may permit copyrighting of reports or other agreement products. In such case, the Federal Highway Administration shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use and to authorize others to use, the work for government purposes.

Section 32. Claims Filed by City’s Construction Contractor. (a) If claims are filed by the City’s construction contractor relating to work performed by Contractor’s personnel, and additional information or assistance from the Contractor’s personnel is required in order to evaluate or defend against such claims, Contractor agrees to make its personnel available for consultation with the City construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.
(b) Contractor’s personnel that the City considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from the City.

Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the Contractor’s personnel services under this agreement. (c) Services of the Contractor’s personnel in connection with the City’s construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this agreement in order to finally resolve the claims.

Section 33. Confidentiality of Data.
(a) All financial, statistical, personal, technical, or other data and information relative to the City’s operations, which are designated confidential by the City and made available to the Contractor in order to carry out this Agreement, shall be protected by the Contractor from unauthorized use and disclosure.
(b) Permission to disclose information on one occasion, or public hearing held by the City relating to the Agreement, shall not authorize the Contractor to further disclose such information, or disseminate the same on any other occasion. (c) The Contractor shall not comment publicly to the press or any other media regarding the Agreement or the City’s actions on the same, except that Contractor’s own personnel involved in the performance of this Agreement, may speak at public hearings or in response to questions at such hearing.
(d) The Contractor shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this Agreement without prior review of the contents thereof by the City, and receipt of the City’s written permission. (e) All information related to the construction estimate is confidential and shall not be disclosed by the Contractor to any entity other than the City, Caltrans, and/or Federal Highway Association (FHWA). All of the materials prepared or assembled by the Contractor pursuant to

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performance of this Contract are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of City or except by court order. If Contractor or any of its officers, employees, or subcontractors does voluntary provide information in violation of this Contract, City has the right to reimbursement and indemnity from Contractor for any damages caused by Contractor releasing the information, including, but not limited to, City’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements.

Section 34. National Labor Relations Board Certification. In accordance with Public Contract Code Section 10296, Contractor hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two-year period, because of the Contractor’s failure to comply with an order of a federal court that orders the Contractor to comply with an order of the National Labor Relations Board.

Section 35. Evaluation of Contractor. Contractor’s performance will be evaluated by the City. A copy of the evaluation will be sent to the Contractor for comments. The evaluation together with the comments shall be retained as part of the contract record.

Section 36. Statement of Compliance/Non-Discrimination Clause. (a) Contractor’s signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that the Contractor has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. (b) During the performance of this Agreement, Contractor and its subcontractors shall not deny the Agreement’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.
(c) The Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by City to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100-8504, are incorporated into this Agreement by reference and made a part hereof as if set forth in full.
(d) The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the City upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or City shall require to ascertain compliance with this clause.

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(e) The Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.
(f) The Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. (g) The Contractor, with regard to the work performed under this Agreement, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.
(h) The Contractor shall comply with regulations relative to non-discrimination in federally-assisted programs of the U.S. Department of Transportation (49 CFR Part 21 - Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the Contractor shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of Subcontractors.

Section 37. Debarment and Suspension Certification.
(a) The Contractor’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the Contractor or any person associated therewith in the capacity of owner, partner, director, officer or manager:

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

2. Has not been suspended, debarred, voluntary excluded, or determined ineligible by any federal agency with in the past three (3) years;

3. Does not have a proposed debarment pending; and

4. Has not been indicted, convicted, or had a civil judgement rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.
(b) Any exceptions to this certification must be disclosed to the City. Exceptions will not necessarily result in denial of recommendation for award but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.
(c) Exceptions to the Federal Government Excluded Parties List System maintained by the U.S. General Services Administration are to be determined by the Federal Highway Association (FHWA).

Section 38. Conflict of Interest.

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(a) The Contractor shall disclose any financial, business, or other relationship with City that may have an impact upon the outcome of this Agreement, or any ensuing City construction project. The Contractor shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing City construction project, which will follow. (b) The Contractor certifies that it has disclosed to the City any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this Agreement. The Contractor agrees to advise the City of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this Agreement. The Contractor further agrees to complete any statements of economic interest if required either by the City ordinance or State law.
(c) The Contractor hereby certifies that it does not now have nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement.
(d) The Contractor hereby certifies that the Contractor or subcontractor and any firm affiliated with the Contractor or subcontractor that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this Agreement, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

Section 39. Rebates, Kickbacks or Other Unlawful Consideration. The Contractor warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any City employee. For breach or violation of this warranty, the City shall have the right in its discretion to terminate this Agreement without liability, to pay only for the value of the work actually performed or to deduct from the Agreement price or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

Section 40. Prohibition on Expending Local Agency State or Federal Funds for Lobbying.
(a) The Contractor certifies to the best of his or her knowledge and belief that:
(1) No state, federal or local agency appropriated funds have been paid, or will be paid by-or-on behalf of the Contractor to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. (2) If any funds other than federal appropriated funds have been paid, or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or

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employee of Congress, or an employee of a Member of Congress; in connection with this federal contract, grant, loan, or cooperative agreement, the Contractor shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. (b) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, US.

Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure and possible criminal penalties. Contractor agrees to execute any required certification documents as designated by Caltrans.
(c) The Contractor also agrees by signing this document that he or she shall require that the language of this certification be included in all lower-tier subcontracts, which exceed $100,000, and that all such sub recipients shall certify and disclose accordingly.

Section 41. Contractor’s Proposal. If this Agreement includes Contractor’s proposal or bid, such document is incorporated herein as if set forth in full. In the event of any inconsistency between the terms of the proposal or bid and this Agreement, this Agreement shall govern.

Section 42. Limitations Upon Subcontracting and Assignment. Neither this Agreement, nor any portion, shall be assigned or subcontracted by either party without prior written consent of the other party. Notwithstanding any assignment or subcontracting, the Contractor shall be responsible for the performance of work done by the subcontractor or assignee (“subcontractor”) and shall ensure that such work is performed pursuant to the terms of this Agreement. The City can at any time request that Contractor remove the subcontractor from performing any work under this Agreement in the City’s sole discretion. In such case, Contractor shall remain responsible for the completion of such work under the terms and compensation set forth in this Agreement.

Section 43. Authority to Execute. The persons executing this Agreement on behalf of the parties represent that they are duly authorized to execute this Agreement.

Section 44. Change Orders.
(a) The City’s Contract Manager is authorized to request a modification or a change to the services provided hereunder pursuant to a written change order. The change order form will document the nature and monetary impact of the proposed change on the cost and schedule for the services and must be approved in writing by the City’s Contract Manager and Contractor’s Project Manager.
(b) For the purposes of this Agreement, each duly authorized change order form shall be deemed incorporated into and part of this Agreement and each such form shall constitute a formal amendment to this Agreement adjusting fees and completion date as finally agreed upon and approved in writing for the authorized change order. In no event shall the Scope of Services be deemed altered, amended, enhanced or otherwise modified except through written approval of a change order in accordance with this Section or a written amendment to this Agreement.

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Section 45. Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 46. Entire Agreement. This Agreement represents the entire integrated agreement between City and Contractor, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both City and Contractor.

Section 47. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 48. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor.

Section 49. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 50. Equal Employment Opportunity. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry or national origin.

Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

Section 51. Prevailing Wage and Payroll Records.

Notice is hereby given that in accord with California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), Contractor is required to pay not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which Contractor’s Services pursuant to this Agreement are performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work. In that regard, the Director of the Department of Industrial Relations of the State of California is required to and has determined such general prevailing rates of per diem wages. Copies of the State prevailing wage rates and the latest revisions thereto are available on the Internet at www.dir.ca.gov. (a) Covenant to Comply. Contractor covenants that it shall fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). For purposes of this Section 25(a) only, the term “subcontractors” shall not include suppliers, manufacturers, or distributors. Contractor further covenants that it shall take all practicable steps to ensure that its subcontractors comply with Prevailing Wage Laws if applicable to work performed by subcontractors. References to “Covered Services” hereinafter shall designate such Services as are subject to Prevailing Wage Laws. (b) Payroll Records. Contractor and all subcontractors performing Covered Services

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shall keep an accurate payroll record, showing the name, address, social security number, job classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyperson, apprentice, or other employee. All payroll records shall be certified as being true and correct by Contractor or the subcontractors performing Covered Services keeping such records; and the payroll records shall be available for inspection at all reasonable hours at Contractor’s principal office.
(c) Subcontracts. Any subcontract entered into as a result of this Agreement if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section.
(d) Note. The Federal “Payment of Predetermined Minimum Wage” applies only to federal-aid construction contracts.
(e) Compliance Monitoring. When applicable Contractor shall post job site notices prescribed by regulation. Certain portions of the Scope of Work are subject to compliance monitoring and enforcement by the Department of Industrial Relations ("DIR"). (f) DIR Registration. No contractor or subcontractor may work on a public works project unless registered with DIR. Contractors DIR registration number is:

Contractor: PW-LR-1000713445
(g) When prevailing wage rates apply, the Contractor is responsible for verifying compliance with the certified payroll requirements. Invoice payment will not be made until the invoice is approved by the City’s Contract Manager.
(h) Penalty

1. The Contractor and any of its Subcontractors shall comply with Labor Code §1774 and §1775. Pursuant to Labor Code §1775, the Contractor and any Subcontractor shall forfeit to the City a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the Agreement by the Contractor or by its Subcontractor in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.

2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the Contractor or Subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of the Contractor or Subcontractor in meeting their respective prevailing wage obligations, or the willful failure by the Contractor or Subcontractor to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the Contractor or Subcontractor had knowledge of the obligations under the Labor Code. The Contractor is responsible for paying the appropriate rate, including any escalations that take place during the term of the Agreement.

3. In addition to the penalty and pursuant to Labor Code §1775, the difference between

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the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or Subcontractor.

4. If a worker employed by a Subcontractor on a public works project is not paid the general prevailing per diem wages by the Subcontractor, the prime Contractor of the project is not liable for the penalties described above unless the prime Contractor had knowledge of that failure of the Subcontractor to pay the specified prevailing rate of wages to those workers or unless the prime Contractor fails to comply with all of the following requirements:
a. The Agreement executed between the Contractor and the Subcontractor for the performance of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815. b. The Contractor shall monitor the payment of the specified general prevailing rate of per diem wages by the Subcontractor to the employees by periodic review of the certified payroll records of the Subcontractor.
c. Upon becoming aware of the Subcontractor’s failure to pay the specified prevailing rate of wages to the Subcontractor’s workers, the Contractor shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the Subcontractor for work performed on the public works project.
d. Prior to making final payment to the Subcontractor for work performed on the public works project, the Contractor shall obtain an affidavit signed under penalty of perjury from the Subcontractor that the Subcontractor had paid the specified general prevailing rate of per diem wages to the Subcontractor’s employees on the public works project and any amounts due pursuant to Labor Code §1813.

5. Pursuant to Labor Code §1775, City shall notify the Contractor on a public works project within fifteen (15) calendar days of receipt of a complaint that a Subcontractor has failed to pay workers the general prevailing rate of per diem wages.

6. If City determines that employees of a Subcontractor were not paid the general prevailing rate of per diem wages and if City did not retain sufficient money under the Agreement to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the Contractor shall withhold an amount of moneys due the Subcontractor sufficient to pay those employees the general prevailing rate of per diem wages if requested by City. (i) Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The Contractor shall forfeit, as a penalty to the City, twenty-five dollars ($25) for each worker employed in the execution of the Agreement by the Contractor or any of its Subcontractors 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 the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight

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(8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in §1815. (j) Employment of Apprentices

1. Where either the prime Agreement or the sub-agreement exceeds thirty thousand dollars ($30,000), the Contractor and any subcontractors under him or her shall comply with all applicable requirements of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices.

2. Contractors and subcontractors are required to comply with all Labor Code requirements regarding the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior to commencement of work, Contractor and subcontractors are advised to contact the DIR Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding the employment of apprentices and for the specific journey-toapprentice ratios for the Agreement work. The Contractor is responsible for all subcontractors’ compliance with these requirements. Penalties are specified in Labor Code §1777.7.

Section 52. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

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EXECUTED this 18th day of September, 2023, at Indio, California.

CITY OF INDIO
Bryan H. Montgomery
City Manager
ATTEST:

CYNTHIA HERNANDEZ
City Clerk

CONSERVE LANDCARE, LLC
Craig Blouin
Vice President
APPROVED AS TO FORM:

Steven P. Graham
City Attorney

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EXHIBIT A

SCOPE OF WORK

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City Fund Property Scope of Services
City Project Number: LM-CITYFUND

GENERAL PROVISIONS
The following apply to all the services under this Scope of Services:

1. The work done under these specifications shall include the furnishing of all labor, materials, and equipment necessary for the provision of landscape maintenance services specified herein within the boundaries of the landscape areas as identified and shown on the attached list of locations. Bidder is to furnish all labor, tools and equipment necessary to provide service as specified herein. The Bidder shall also be required to report landscape maintenance problems such as, but not limited to, irrigation system vandalism, graffiti incidents, infestations of pests, diseased or dead plants, trees, etc. Water utilized for the services under the contract shall be furnished by the City.

2. All work which is defective in its construction or deficient in any of the requirements of the specifications shall be remedied or removed and replaced by the Contractor in an acceptable manner at their own expense.

3. If any portion of the work done under the contract is defective or not in accordance with the specifications as determined by the City, and if the imperfection in the same is not of sufficient magnitude or importance to make the work dangerous or undesirable, the City’s representative shall have the right and authority to retain the work, but he may make such deductions in the payment due the Contractor as may be just and reasonable.

4. The contractor shall recognize the rights of utility companies within the public right of way and their need to maintain and repair their facilities. The contractor shall exercise due and proper care to prevent damage to utility facilities and to adjust schedules when utility operations prevent the Contractor from maintenance during a specified time frame. No additional compensation will be allowed for complying with these requirements.

Contractor shall notify the City’s representative of any utility that is disturbed or damaged.

5. The contractor shall provide a level of quality in landscape maintenance compatible with standard practice to result in a neat, clean, safe, and attractive appearance at all sites serviced under the terms of the contract.

6. All employees of Contractor performing services shall be dressed in clean, unaltered uniforms with suitable identification and no portion of the uniform may be removed while working. Employees not in uniform shall be immediately removed from the work area.

Contractor employees shall appear neat and well-groomed at all times. Contractor employees shall wear orange safety vests when operating machinery and/or while

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working within five hundred (500) feet of moving traffic or such other distance required by any applicable laws.

7. If any person employed by the contractor fails or refuses to carry out the directions set forth under this agreement or if the sole opinion of the City’s representative is incompetent, unfaithful, intemperate or disorderly or uses threatening or abusive language to any person on the work representing the City, or is otherwise unsatisfactory, such person shall be removed from the City’s work upon request by the City’s Representative.

8. All refuse debris shall be removed and disposed of at the end of each day at no additional cost to City by hauling it to a location approved by the City for the disposal of solid waste and in a matter directed by City to ensure compliance with AB 939 requirements.

Contractor shall provide City with report regarding the diversion of waste in the format directed by City.

9. The Contractors employees shall have the proper license to operate the equipment; have the ability to operate equipment in accordance with the manufacturer’s recommendations; be knowledgeable of safety regulations as they relate to landscaping and traffic control; demonstrate knowledge of landscape maintenance operations; at least one member of the crew have an American Red Cross Standard First Aid Certification; and have the necessary certificates and licenses as required for employees and supervisors.

10. Inspection of work will be done by the City’s Public Works Department staff on a weekly basis or when deemed necessary. Any work found not to be acceptable will be noted in writing and provided to the Contractor noting these deficiencies, and the Contractor shall make a reasonable and good faith effort to correct the deficiencies within a reasonable period not to exceed three (3) days from notification or such other time as determined by the City’s representative. After this time period, if unacceptable conditions still exist, the City has the right to terminate the Agreement or deduct payment as is proportionately appropriate for noncompliance with the specified contract.

11. The Contractor shall conduct all work outlined in the contract in such a manner as to meet all accepted standards for safe practices during the maintenance operation and to safely maintain stored equipment, machines and materials or other hazards consequential or related to the work; and agrees additional to accept the sole responsibility for complying with all City, County, State or other legal requirements including, but limited to, full compliance with the terms of the applicable OSHA and CAL EPA Safety Orders at all times so as to protect all person, including contractor employees, agents of the City, vendors, members of the public or others from foreseeable injury or damage to their property.

12. The Contractor shall be responsible for traffic control and safety regulations as related to any city, state or county requirements while working on medians and/or roadside strips.

The design and operation of work zone traffic controls must comply with the applicable

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state and/or federal guidelines. Contractor shall cooperate fully with the City in the investigation of any accident, injury or death occurring on city property including a complete written report to the City’s representative within 24 hours following the occurrence.

13. The Contractor shall endeavor to maintain good public relations at all times. The work shall be conducted in a manner which will cause the least possible interference with or annoyance to the public.

14. The Contractor shall not be permitted to store equipment or materials at any contracted work area.

15. All work shall be completed to the satisfaction of and under the supervision of the City’s representative. Failure to comply with any requirement contained herein may result in suspension of work without time extension.

16. The Contractor shall display standardized warning signage when staging or working in any area that is subject to pedestrian or vehicular traffic.

17. Where work is in progress, each street shall be open to local traffic at all times unless prior arrangements have been made and approved by the City’s representative and the City’s Traffic Engineer.

SECTION A-IRRIGATION SYSTEM
A-1. Our intent is to have the water used to irrigate the areas included in this contract managed by the Contractor. A fulltime Irrigator, with knowledge of system operation and repair is required for each “Service Level” of this bid. Maintenance of all areas for proper moisture levels based on the turf and/or plant’s needs at different times of the year. All irrigation system maintenance shall be performed to insure plant health and vigor. a. The entire irrigation system to include all components from connection at the meters to the sprinklers/drippers/bubblers shall be maintained in an operational state at all times. Contractor is required to notify City of major component failures within twenty-four (24) hours of occurrence.
b. Contractual irrigation systems inspections, adjustments and repairs shall include automatic valves, electrical circuiting to valves, filter and filter screen cleaning main line maintenance, lateral line maintenance, sprinkler head height, nozzle spray pattern, nozzle cleaning and replacement, bubbler head adjustment, flush valve repair, cleaning and replacement, tree well repair; and drip emitter cleaning, replacement, and removal and plugging if plant is not to be replaced.

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c. The contractor shall maintain a log of current sprinkler station times. A copy of the log shall be given to the Contract Administrator after routine inspection. The log shall include, but not be limited to:

1. Controller location

2. Scheduled days to run

3. Start times

4. Station location

5. Each station’s run time

6. End time

7. Contractor’s employee initial and date
d. Non-contractual irrigation repairs shall be approved first by the City. Parts will be billed at “cost plus 15%”. All billings to the City shall be accompanied with an itemized invoice describing labor hours at the contract rate, materials costs with copies of material invoices from the suppliers(s), the location, date and time of the repair, and a work description of the repair. Each repair shall be billed separately. e. All irrigation systems shall be tested, adjusted, and cleaned as often as necessary to guarantee proper moisture levels at all times. A schedule shall be submitted at the start of the contract showing the location, day of week and time of day that each system will be tested. Any changes shall be submitted for approval prior to enactment. Contractor will be responsible for damages and costs due to underwatering and over-watering. Irrigation systems are to be adjusted as often as necessary to assure:

1. Adequate coverage of all landscape areas

2. Prevent excessive runoff and/or erosion

3. Prevent watering of all non-vegetative areas
f. The contractor shall maintain a reasonable inventory of commonly required repair parts on the service vehicle(s) in order to facilitate prompt irrigation system repairs.
g. All malfunctioning controllers, quick couplers, automatic valves and sprinkler heads must be repaired within eight (8) hours following identification and verbal notification to the City's Contract Administrator of the cost for the repair. All replacements shall be with the original type and model materials unless a substitute is approved by the Contract Administrator.

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h. Contractor employees shall report and flag all water leaks and/or system malfunctions to the irrigator for immediate repair.
i. The Contractor shall immediately turn off irrigation systems during periods of rainfall and at times when suspension or irrigation is desirable to conserve water while remaining within the guidelines of good horticulturally acceptable maintenance practices.
j. Washout from irrigation failure issues onto sidewalks, pavement and/or into rightof-way shall be addressed in conjunction with repairs to the irrigation. Erosion and/or damages to the landscape shall be similarly addressed in conjunction with the repair.

SECTION B-TURFGRASS MAINTENANCE
B-1. All turf areas are to be mowed to maintain a consistent turf height of 1 inch except in specific areas where it must be maintained shorter. The height of cutting shall be maintained consistently to prevent scalping or burn. The mowing height shall be appropriate to the turf species. In normal circumstances, the grass cutting need not be removed, but, when an inordinate amount of cut grass is evident, removal may be requested. Divots, ruts, holes and depressions found in turf shall be remedied immediately.

Mowing patterns shall be alternated to avoid creating ruts and compaction.

All lawn edges along sidewalks and curbs shall be edged before each mowing as required for appearance. Edging shall be performed with a blade type mechanical edger or Line trimmer. The cut edge should appear as a clean, straight line. A monofilament line trimmer shall be used to trim around obstacles within the lawn area. Care shall be taken to insure that the bark of trees and shrubs are not damaged or stripped by the line trimmer. Lawn sprinkler heads shall only be edged to allow for proper distribution of water.

B-2. All turf areas are to be aerified by removing ½" diameter cores, not more than 6" apart and to a depth of 6 inches in the month of March and additional times if required by Level of Service. This shall be considered a specialty-type item, requiring a written schedule of the aeration process to the Contract Administrator before work commences.

B-3. A complete, chemical fertilizer shall be applied according to Level of Service to all turf areas with each application providing one pound of actual Nitrogen for each 1,000 square feet. Turf fertilizer applications for all locations will be in January. Fertilizer application will require prior notification of the Contract Administrator. Pre-emergent herbicide combination may be necessary from late February/early March depending on rainfall and weather.

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B-4. City will determine date for the reduction of water. Begin by lowering the height of turf during scheduled weekly mowing (approximately 3 weeks before final cut). One week before the final cut reduce the water to minimum in the turf areas. Cut turf to a height of ½” or lower but do not allow blades to disturb soil. All grass clippings generated from this process will be vacuumed, swept or raked after each cut. No debris will be allowed to “stockpile”. A light irrigation syringe will be applied before the final cut to keep the dust levels to a minimum per the Coachella Valley Association of Governments (CVAG) smart seeding guidelines. Actual dates for the scalping will be determined in the field with the Contract Administrator. Schedule will vary due to scheduled field use, condition of fields, and the actual mowing height needed to ensure seed to soil contact. a. The Contractor will request the Contractor Administrator to perform an inspection of the fields before rye seed is applied. The City will verify proper renovation and aeration (if applicable).
b. The Contractor shall repair and replace at company expense any irrigation that was damaged or otherwise impacted by the scalping and subsequent clean up. c. The scalping process shall be fully completed and approved by the Contract Administrator by the date as agreed upon in scheduling process before any seed may be applied. The Contractor shall supply the seed. The application rate for the seed shall be a minimum of 15 lbs./1000 sq. ft.
d. Contractor is responsible for the order, purchase, acquisition, delivery, storage and disbursement of Rye seed.
e. Contractor will monitor the irrigation to ensure proper coverage for rye grass germination. The Contractor is responsible for notifying the City of any problems with the irrigation system immediately.

SECTION C-PLANT CARE
C-1. All shrubs shall be selectively pruned as to maintain natural form. No hedging or shearing will be permitted, unless authorized. Dead branches and foliage shall be removed, as thinning cuts, as opposed to rounding the plant by tipping. When pruning shrubs that show evidence of disease; disinfect pruning equipment between jobs. Where disease is severe, disinfect pruning equipment in between cuts. Dead flower stalks shall be pruned from plants at the conclusion of flowering. If plants (such as agaves) die after flowering, Contractor will remove the entire plant and, if needed, shall repair the irrigation and backfill the hole. Major shrub pruning will take place at the optimum time for each plant and minor adjustments made as often as necessary to prevent sidewalk (horizontally and vertically to meet current ADA reuirements), street and sign obstruction. Many perennials, grasses, and shrubs need to be cut back severely to control size and to look their best. This is often done just prior to the new

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spring growth surge. The Landscape Contractor shall render renewal pruning at appropriate times. For proper plant care follow the recommendations in Pruning, Planting & Care by Eric A. Johnson, published by Ironwood Press.

C-2. Hedging is only when authorized. Rows of shrubbery shall be maintained as a hedge.

Hedges shall be trimmed with mechanical hedge trimmers to maintain uniformity on all accessible sides. Hedges shall not be cut back to leafless, woody, growth, unless directed by the City.

C-3. Groundcovers may be trimmed with hedge shears or mechanical edgers, only when authorized. Hand pruners are to be used so that the appearance is as natural as possible.

C-4. Any plant material that dies or is aesthetically undesirable due to Contractor negligence or poor cultural practices must be replaced with like size, number, and species within 5 working days. The replacement of plant material loss outside of the Contractor’s control, (i.e. vandalism) is not a contractual obligation.

The Contractor shall be held responsible for plant loss due to poor management and maintenance practices. This includes but not limited to, incorrect irrigation, inappropriate pruning, pruning during incorrect seasonal times and/or weather conditions, pruning methods prohibited by contract or municipal code, unauthorized pruning, improper herbicide application, from failure to control insects, pests, rodents, and invasive weeds, from failure to manage tree/shrub support systems, and from failure to properly fertilize. Plants deemed by City staff as unrecoverable or aesthetically undesirable from poor management and maintenance practices shall be considered the same as dead plant material.

C-5. Rose care.
a. Rose beds are to be kept free of debris and weeds. Cultivation is the preferred method of weed control.
b. Rose beds shall be maintained with a two (2) inch depth of well-decomposed organic mulch. Wood chip mulch may be used provided it is well decomposed, that the individual pieces are two (2) inches or less in size and that the mulch does not contain any debris derived from any part of a palm, agave, yucca or flax plant. The cost for supplying and installing mulch into rose beds shall be included within the bid price of the contract and shall not result in additional costs to the City of Indio.
c. The spent blooms on all roses shall be deadheaded, using hand pruners, on a weekly basis. The stem of spent blooms shall be cut nearest the second (2nd) set of five (5) leaves that offers an outwardly aligned axil. d. Climbing roses shall be pruned, trained and maintained in a manner that

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prevents them from presenting a hazard to passersby. Tie materials that blend with trellises and support structures shall be used in securing climbing roses. The use of hedge trimmers or string trimmers in pruning or reducing rose bushes will not be tolerated. Rose bushes that are trimmed improperly or damaged through the use of inappropriate equipment shall be replaced at the expense of the Contractor.
e. Roses shall be fertilized two (2) times per year using Gro-Power Flower ‘N’ Bloom 3-12-12 at a rate of one (1) pound of product per one hundred (100) square feet.

The specified product shall be applied with the completion of dormant pruning, with the second application to be made during the first week of September. The Contractor shall submit any proposed equivalent product label and product MSDS and proposed product use rates for the review of the General Parks Maintenance Supervisor or designated representative for approval prior to the use of any equivalent to the specified product.
f. Roses shall be dormant pruned annually during the winter time, with pruning to be completed prior to the President’s Day holiday. Dormant pruning shall be performed as per the guidelines from the University of California-Davis

SECTION D-TREE CARE
D-1. The Contractor is only responsible for tree work under fifteen (15) feet in height for safety and sucker control only. Palm trees less than fifteen (15) feet in height are the responsibility of the Contractor. All other tree pruning will be addressed under a separate contract, including palm trees. Dead palm fronds and seedpods, however, shall be removed from trees less than fifteen (15) feet as they appear.
a. Trees shall be pruned as needed to remove broken or diseased branches, or for traffic and pedestrian safety. Sidewalk clearance will be eight feet and vehicular clearance fourteen (14) feet from grade. Trees must be maintained at seven (7) feet from playground equipment. Any broken, structurally unsound, or detached limb is considered a hazard. Suckers will be removed as they appear. b. When pruning trees that show evidence of disease; disinfect pruning equipment between jobs. Where disease is severe, disinfect pruning equipment in between cuts.
c. Any tree trimming performed at the request of the City shall be consistent with the current and applicable International Society of Arboriculture (ISA) guidelines, the American National Standards Institute (ANSI) standards to promote proper form, strength, health, and appearance consistent with the intended use. No trimming will be conducted without onsite inspection of City staff.

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d. The Contractor shall be responsible for all tree staking. Ties will be monitored to prevent girdling. Remove ties and stakes as directed by the City. Broken stakes are to be removed and if appropriate, replaced. Stakes should not remain on the trees longer than 6 months. If the tree cannot stand upright once the stakes are removed, the City will then determine whether or not to replace the stakes or remove the tree.
e. The Contractor shall be held responsible for any damage done to trees due to poor management and/or maintenance practices.
f. Any trees broken or damaged as a direct result of storm damage, wind, accident, or vandalism shall be pruned and/or removed within 24 hours of notification and may be considered an Extra to the Contract. Any debris or low tree limbs blocking roadways, stop signs or parking areas shall be removed within one hour of notification to Contractor.
g. Failure(s) of any kind with regard to a tree shall be reported immediately to a City arborist.

SECTION E-ISLAND AND MEDIAN MAINTENANCE
E-1. Specifics throughout the scope of work shall apply to Island and median maintenance.

The City of Indio Islands and medians are as diverse as its parkways and are to be maintained to a safe, clean, pleasing and desirable appearance. Care shall be taken so that plants do not become line of sight barriers, shrubbery and trees do not encroach into the street vehicular travel way, traffic signs, markings and signals are never obstructed, ground covers do not extend past curb, trash and debris is removed on the frequency basis per contract, , and weeds in planter and hardscape are controlled and eliminated.

SECTION F-WEED ABATEMENT
F-1. All areas are to be kept in a weed free condition at all times. Chemical control for any unwanted vegetation may be applied on an as-needed basis. Weeds growing in cracks on sidewalks, streets, or gutters adjacent to areas covered in this contract must be controlled with herbicides. Pre-emergent may be applied as needed. All chemical applications shall be done by a licensed applicator in accordance with all applicable Federal, State, and County laws and regulations.

SECTION G-INSECT, PEST, AND RODENT CONTROL
G-1. For safety reasons, sidewalks, decomposed granite pathways, parkways, playground safety surfaces, picnic areas, hardscape, turf and planter areas shall be inspected for the presence of insects, pests and rodents. The elimination of mounding and holes generated by insects, pests and rodents shall be included in the scope of services.

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SECTION H-HARDSCAPE AND PATHWAY MAINTENANCE
H-1. Hardscape/pathway maintenance is defined to include the maintenance of any sidewalk, pathway, or concrete surface under the care of the Contractor to include the removal and disposal of dirt, mud, trash and debris and the maintenance of proper grades.

H-2. Hardscape shall be maintained so as to be free of debris. All debris shall be removed from the site and disposed of at the end of each day at a location the Contractor shall disclose to the City.

H-3. At no time shall any irrigation apparatus under the care of the Contractor be adjusted to spray upon, or flood, any hardscape element or pathway.

H-4. Decomposed granite and dirt pathways shall be maintained to be free of debris, ruts and depressions.

H-5. Pathways eroded by rain shall be restored and graded within one business day of the conclusion of inclement weather. Contractor shall use displaced materials in the restoration of eroded pathways.

H-6. The Contractor shall display standardized warning signage when staging or working in any area that is subject to pedestrian or vehicular traffic.

H-7. The Contractor shall report, in writing, any condition that presents a trip hazard to Pedestrians on any hardscape element under the care of the Contractor to the General Parks Maintenance Supervisor or designated representative.

SECTION I-TRASH PICK-UP AND TRASH CAN MAINTENANCE
I-1. Contractor shall remove trash, debris, animal feces, and dead plant material from parkways, turf areas, hardscapes, pathways, medians, tot-lots, gutters, and retention areas by Level of Service frequency.

I-2. Trash receptacles shall be emptied and relined by Level of Service frequency. Trash receptacle cover lids shall be wiped clean in conjunction with the servicing.

I-3. Following a storm event, water retention basins shall be serviced for trash and debris clean-up as soon as the water recedes. Parkways, turf areas, hardscapes, pathways, medians, tot-lots shall be inspected after a storm event for removal of trash, debris, and dead plant material.

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SECTION J-AMENITY CARE
J-1. The City requires that each tot-lot be examined and any unwanted material removed.

Wood chip is to be raked and care taken to assure an even dispersion of the chip. Weeds shall be removed immediately. Pour-in-place surfacing is to be blown. In the event of a flood or event that displaces wood chip, the displaced chip shall be gathered, cleaned of any unwanted material, and redistributed to the tot-lot.

J-2. Tables and bench amenities must be cleaned of soiling from spills, food, dirt and grime.

Hardscape surfaces associating with amenities shall be similarly cleaned.

J-3. Pet Waste Stations are to be serviced. The Contractor shall provide pet waste bags and trash liners for pet station receptacles and waste containers.

J-4. Abandoned shopping carts are to be taken to a safe space zone, with the City of Indio Code Enforcement notified.

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EXHIBIT B

CONSIDERATION

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CITY FUND PROPERTY LANDSCAPE MAINTENANCE PRICING FORM

MAINTENANCE SERVICES FOR

CITY FUND LANDSCAPES
City Project Number: LM-CITVFUND
Proposer's Name: Conserve LandCare LLC
To the Honorable Mayor and Members of the City Council:

The undersigned proposes to furnish all labor, materials, supplies, equipment, and/or services set forth herein, subject to all conditions outlined in the RFP, at the prices listed below:

PROPOSAL (based on attachments 1-4. exclude attachment 6 from bid price):

PRICING SCHEDULE

FOR LANDSCAPE MAINTENANCE SERVICES FOR CITY FUND LANDSCAPES Line
Item City Fund Property Monthly Price Annual Price
CFl Burr Street Park $1,369.00 $16,428.00
CF2 Cahuilla Park $2,103.00 $25,236.00
CF3 Mulligan Dog Park $ 641.00 $ 7,692.00
CF4 Dominguez Park $1,390.00 $16,680.00
CFS Dr. Carreon Park $2,512.00 $30,144.00
CF6 Miles Avenue Park $6,815.00 $81,780.00
CF7 N. Jackson Park/Rotary Fields/Kenner Turf $2,380.00 $28,560.00 CFS Doug York Plaza $ 405.00 $ 4,860.00
CF9 Station 87 Dog Park $ 697.00 $8,364.00
CF10 Shields Park $ 638.00 $ 7,656.00
CFll Davis Field/South Jackson Soccer Park $9,541.00 $114,492.00 CF12 South Jackson Park $1,127.00 $13,524.00
CF13 Hjorth Park $2,507.00 $30,084.00
CF14 Yucca Park $ 540.00 $ 6,480.00
City Fund Property Landscape Maintenance Pricing Form Page 11

Landscape Maintenance Agreements with Conserve LandCare in the amount of... Page 679 of 1306 Line
Item City Fund Property Monthly Price
CF15 Civic Center/Public Library $1,550.00
CF16 Corporate Yard $ 908.00
CF17 Date Museum/1909 School House $ 297.00
CF18 Indio Senior Center $ 876.00
CF19 Indio Teen Center $1,626.00
CF20 Public Safety Center $1,268.00
CF21 Fire Station #3 $ 54.00
CF22 Fire Station #4 $1,259.00
CF23 Fire Station #5 $ 620.00
CF24 Avenue 42 Medians $ 262.00
CF25 Fred Waring Medians $ 292.00
CF26 Highway 111 Medians East $ 37.00
CF27 Highway 111 Medians West $ 396.00
CF28 Indio Blvd. Medians/Shoulder/Tingman Park $10,054.00 CF29 Jackson Street Islands/Marshall Parkway $ 1,057.00 CF30 Jefferson Street Medians $ 854.00
CF31 Jefferson Street Medians at Shadow Hills H. s. $ 261.00 CF32 Madison Street Medians and Parkway $ 288.00
CF33 Monroe Street Medians and Parkway $ 226.00
CF34 Oasis Street/King Street Medians $ 521.00
CF35 Route 86 Medians $ 351.00
CF36 Victoria Street Median $ 27.00
CF37 Dune Palms Road Parkway
$ 108.00
CF38 Indio Blvd. Monroe Access/Overpass $ 1,815.00
CF39 John Nobles South Parkways $ 105.00
CF40 Regency Median $ 63.00
CF41 IPAC Parking Lot $ 453.00
CF42 Turf Lot Deglet Noor Street/Indio Boulevard $ 388.00 City Fund Property Landscape Maintenance Pricing Form
Annual Price
$18,600.00
$10,896.00
$ 3,564.00
$10,512.00
$19,512.00
$15,216.00
$ 648.00
$15,108.00
$ 7,440.00
$3,144.00
$3,504.00
$ 444.00
$ 4,752.00
$120,648.00
$12,684.00
$10,248.00
$3,132.00
$3,456.00
$2,712.00
$6,252.00
$ 4,21'2.00
$ 324.00
$1,296.00
$21,780.00
$1,260.00
$ 756.00
$5,436.00
$4,656.00