Irwindale City Council
December 14, 2022

STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES } ss.

CITY OF IRWINDALE }
I, Laura Nieto, Deputy City Clerk of the City of Irwindale, do hereby certify that the foregoing Resolution No. 2022-120-3370 was duly adopted by the City Council of the City of Irwindale at a regular meeting thereof held on the 14th day of December 2022, by the following vote:

Councilmembers:

NOES: Councilmembers:

ABSTAIN: Councilmembers:

ABSENT: Councilmembers:

Resolution No. 2022-120-3370

None
None
None
Laura Nieto
Chief Deputy City Clerk

PUBLIC NOTICE

CITY OF IRWINDALE, CALIFORNIA

REQUEST FOR PROPOSALS (RFP)

FOR TOWING SERVICES FOR THE CITY OF IRWINDALE
Notice is hereby given that the City oflrwindale ("City") is seeking Requests for Proposals (RFP) from qualified firms to submit proposals to provide towing services for the City of Irwindale.

The RFP sets forth relevant information regarding the detailed and specific information about the scope of services, submission requirements and selection procedures. The RFP will be available for pick up at the City Clerk's Office or the Police Department, 5050 N. Irwindale Avenue, Irwindale, CA 91706 beginning at 8:00 a.m. (PST) on Monday, December 19, 2022 or it may be downloaded from the City's Website at www.irwindaleca.gov .

All questions relating to the RFP shall be made in accordance with the Procedure for Submitting Questions and Inquiries and are due Monday, January 9, 2023 by 4:00 p.m. (PST), via e-mail to [email protected] . Phone calls will not be accepted. The City oflrwindale will post a copy of all questions received and their answers on the City of Irwindale Website at www.irwindaleca.gov .

Proposals in response to this RFP are due on Tuesday, January 17, 2023 and must be received at the City Clerk's Office by 10:00 a.m. (PST). No electronic submissions or facsimile transmissions will be accepted. Qualifications must be submitted in sealed envelopes or boxes.

Respondents are advised to carefully review submission instructions contained in this RFP.

The City reserves the right to reject proposals with or without cause and for any reason, to waive any irregularities or informalities, and to solicit and re-advertise for other proposals. Incomplete or non-responsive proposals may be rejected by the City as non-responsive. The City reserves the right to reject any proposal for any reason, including, but without limitation, if the Proposer fails to submit any required documentation, if the Proposer is in arrears or in default upon any debt or contract to the City or has failed to perform faithfully any previous contract with the City or with other governmental jurisdictions. All information required by this RFP must be supplied to constitute a responsive proposal.

DATED December 15, 2022

CITY OF IRWINDALE
By: Robert Castro
Publish: December 21, 2022

REQUEST FOR PROPOSAL (RFP)
Towing Services for the City of Irwindale
RFP Release Date: Monday December 19, 2022
Contact Name(s): Robert Castro, Chief of Police
Address: 5050 North Irwindale Ave
Irwindale, CA 91706
E-mail address: rcastro®irwindaleca.qov
Deadline for questions: Tuesday, January 9, 2023 at 4:00 pm (PST) Proposal Due: Tuesday, January 17, 2023 - no later than 10:00 am Pacific Time
Location: Irwindale City Hall
Attention: Chief Deputy City Clerk
5050 North Irwindale Ave,
Irwindale, CA. 91706
1 INTRODUCTION
The City of Irwindale invites proposals from qualified vendors to provide vehicle towing and storage services as requested by the Irwindale Police Department in accordance with the terms, conditions, and specifications contained in this Request for Proposals (RFP).for Official Police Tow Services (OPTS).

The City of Irwindale requires a well-managed and financially sound firm with a demonstrated history of experience and technical ability, qualified and trained personnel, secure and well-maintained facilities, updated and reliable equipment, and high level of customer service to fulfill the requirements outlined in this RFP.

INSTRUCTIONS
This RFP includes a description of the scope of services, proposal requirements, and instructions for submitting your proposal. Failure to comply with these instructions may result in rejection of your proposal.

No oral representations or interpretations will be made to any interested proposer as to the meaning of the RFP. Questions, regarding this RPF should be sent via e-mail Chief Robert Castro at the address noted above.

TENTATIVE SCHEDULE
The following represents the schedule for this RFP.

RFP released by the City 12/19/2022
Deadline for Final Questions 01/09/2023
Proposal Submission Deadline 01/17/2023
Contract Approval by City Council 02/22/2023
Tentative Commencement of Services 04/01/2023

SCOPE OF SERVICES
The scope of services to be provided and tow operator requirements are described in Exhibit "A" of this RFP.

AGREEMENT TERM
The initial contract will be from the date of the award for a term of three (3) calendar years The City reserves the right, in it's sole discretion, to renew the contract for up to, two oneyear extended one year terms. The successful proposer who is awarded the contract shall not assign or otherwise transfer the same during the life of the initial and any extended term of the contract.
2 DOCUMENTS INCLUDED WITH THIS RFP
Name Description Where to find
Attachment A Proposal Certification In main RFP document Attachment B Technical Proposal In main RFP document
Attachment C Proposer Qualifocations In main RFP document Sttatement
Attachment D Previous customer In main RFP document
reference worksheet
Attachment E Exemplar Police Tow Separate Attachment
Contract Service
Agreement.

HOW TO OBTAIN THIS RFP

1. RFP packets can be obtained from City Hall or the Police Department lobby during the hours of 8:30 am to 4:00 pm Monday through Thursdays upon release of the RFP on December 19, 2022. This RFP may also be accessed at
https://www.irwindaleca.gov/bids.aspx

2. For questions regarding the RFP documents or for project information, please contact Chief Robert Castro at [email protected].

3. Each Proposal must conform and be responsive to all requirements set forth in the RFP.

PROCEDURE FOR SUBMITTING QUESTIONS AND INQUIRIES
All questions/inquiries must be made through the contact listed on the cover sheet of this document, via EMAIL. No phone inquiries will be accepted or returned.

PROPOSAL SUBMITTAL REQUIREMENTS

GENERAL
You must respond to this RFP by the due date and time as set in the RFP. Proposals submitted after the due date and time will not be opened or considered. Each Proposal must conform and be responsive to all requirements set forth in the RFP to be deemed responsive. Proposals deemed non-responsive will not be considered.

NO ORAL, FACSIMILE OR TELEPHONIC BIDS OR ALTERATIONS WILL BE CONSIDERED.

The City of Irwindale reserves the right to reject any and all proposals, to waive any informalities in any proposal and select the one that best meets the City's needs.

FORMATIING
The Proposal must be in Times New Roman, Arial or some similar, easily readable font.

The size of the font cannot be any smaller than 11 point typeface and margins should be 1 inch or wider.
3 COVER LETTER
Provide a cover letter providing an overview of proposer's general expertise, capacity, experience, and approach to performing the work described in this RFP.

The cover letter should address any pending or current litigation related to services provided by your firm, and any terminated contracts within the past five years with an explanation of the reasons for termination.

TECHNICAL PROPOSAL
Provide a technical proposal as Attachment B, Technical Proposal and include the following:

Company Overview

1. Provide the names and background information on key staff members that will be assigned to this project.

2. Include a client list with contact information where your firm has performed similar services, and when theywere performed.

Project/Design Approach

1. Provide a brief description of the plan and approach you will take to accomplish to complete the Scope of Services.

2. Please present a high-level timeline for the services performed, form project kick-off to completion.

3. Include key assumptions that you are making regarding the commitment of City time and resources that are required for the completion of services.

ATTACHMENTS
Attachment A - Proposal Certification
Attachment B - Technical Proposal
Attachment C - Proposer Qualifications Statement
Attachment D - Previous Customer Reference Worksheet
Please provide two client references. Complete this form by providing a description of the work performed for the reference customer as it relates to the work described in this RFP.

Copy the form as appropriate to provide the required number of references.

Attachment E - Exemplar Tow Contract Services Agreement which includes Insurance Requirements.

Selected proposer will be required to enter a final agreement with the City containing the terms and conditions and insurance provisions set forth in Attachment 0. 4 SELECTION PROCESS AND EVALUATION CRITERIA

SELECTION PROCESS

1. Proposal Review Phase - Proposals will be evaluated per the criteria and weights listed in the table below

2. Vendor Interview Phase - At the City's discretion, firms submitting the highest scoring proposals may be interviewed and scored per the criteria and weights in the table below.

3. The Final Selection Phase - Will be based on the proposal earning the highest score at the completion of the Proposal Review Phase. If the City decides to conduct oral interviews, then the final selection will be based on the firm earning the highest score at the completion of the Vendor Interview Phase.

4. The City reserves the right to rely on information from sources other than the information provided by the respondents.

5. Final award shall be contingent upon selected firm (Consultant) accepting the Terms and Conditions of the attach contract for professional services (with any exceptions to the same approved by the City).

EVALUATION CRITERIA
Description
Pro osal Responsiveness
Experience/Qualifications of Staff
Description
Oral Interview
Proposal
Review Phase
Pass/Fail
34%
33%
Vendor
Interview Phase
100%
i110TiAL Vendor Score 100%

BEST AND FINAL OFFER (BAFO)

1. A Best and Final Offer (BAFO) may be held with one or more finalist(s) if final information or clarification is necessary in order to make a final decision. The BAFO may allow proposers to revise their proposals based on information received from the City. The City will send out the request for a BAFO with instructions addressing the areas to be covered and the date and time in which the BAFO is to be submitted.

After receipt of the BAFO, scores may be adjusted based on the new information received in the BAFO.

2. The City will request only one BAFO, unless the City's Purchasing Officer determines that another BAFO is warranted.

3. Proposers are cautioned that the BAFO is optional and at the sole discretion of the City. Therefore, Proposers should not assume that there would be an additional 5 opportunity to amend their technical or price proposals after their original submission of technical and cost proposals. Proposers may not request an opportunity to submit aBAFO.

GROUNDS FOR DISQUALIFICATION
Factors, such as, but not limited to, any of the following, may disqualify a proposal without further consideration:
a. Evidence of collusion: Proposer represents and warrants that its proposal is genuine and made in the interest of or on behalf of any person not named therein; that the Proposer has not directly induced or solicited any other person to submit a sham proposal or any other person to refrain from submitting a proposal; and that the Proposer has not in any manner sought collusion to secure any improper advantage over any other person submitting a proposal.
b. Any attempt to improperly influence any member of the City or evaluation team. c. Existence of any lawsuit, unresolved contractual claim or dispute between Proposer and the City.
d. Evidence of incorrect information submitted as part of the proposal. e. Evidence of Proposer's inability to successfully complete the responsibilities and obligations of the proposal.
f. Contact regarding this procurement with any City official or employee or evaluation team member other than the Procurement Contact from the time of issuance of this solicitation until a recommendation of award is made. g. Proposer's default under any previous agreement with the City.

CONFLICT OF INTEREST
Proposer(s) may not have any interest in any potential future City procurements that may result from the work performed under the agreement resulting from this RFP.

GENERAL INFORMATION

1. The successful Proposer will be required to enter into an agreement with terms and conditions in substantial conformity with Attachment E of this RFP.

2. The successful Proposer will be required to demonstrate evidence of insurance in accordance with the insurance provisions listed in Attachment E of this RFP.

3. All costs associated with responding to this request are to be borne by the Proposer.

4. It is the City's policy that the selected firm shall not discriminate, in any way, against any person on the basis of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law, in connection with or related to the performance of City of Irwindale contracts.

5. An agreement shall not be binding or valid with the City unless and until it is approved by the City Council, if so required, and executed by authorized representatives of the City and of the Proposer and the City issues a written "notice to proceed." 6 RIGHTS OF THE CITY OF IRWINDALE
This RFP does not commit the City to enter into a contract, nor does it obligate the City to pay for any costs incurred in preparation and submission of responsive proposals or in anticipation of a contract. The City reserves the right to:
a. Accept a proposal in full, or in part.
b. Make the selection based on its sole discretion.
c. Reject any and all proposals.
d. Issue subsequent Requests for Proposals.
e. Postpone opening proposals for any reason.
f. Approve or disapprove the use of particular subconsultants. g. Negotiate with any, all, or none of the Proposers.
h. Accept other than the lowest monetary proposal.
i. Waive informalities and irregularities in any proposal(s). j. Enter into an agreement with another vendor in the event the originally selected vendor defaults or fails to execute an agreement with the City.

PUBLIC NATURE OF PROPOSAL MATERIAL
All correspondence with the City including responses to this RFP will become the exclusive property of the City and will become public records under the California Public Records Act (Cal. Government Code§§ 6250 et seq.) All documents that you send to the City will be subject to disclosure if requested by a member of the public. 7 ATTACHMENT A
Proposal Certification
Proposing Firm
Name:

Address:

Telephone:

Facsimile:

E-mail:

Contact person name and title:

PROPOSER REPRESENTATIONS

1. Proposer did not, in any way, collude, conspire, or agree, directly or indirectly, with any person, firm, corporation or other Proposer in regard to the amount, terms, or conditions of this proposal.

2. Proposer acknowledges that all requests for deviations, exceptions, and approved equals are enclosed herein and that only those deviations, exceptions, and approved equals included in the RFP document or permitted by formal addenda are accepted by the City.

3. Proposer did not receive unauthorized information from any City staff member or City Consultant during the Proposal period except as provided for in the Request for Qualifications package, formal addenda issued by the City, or the pre-proposal conference. Proposer has not offered or provided any donations, gifts or bribes to any city official.

4. As suppliers of goods or services to the City of Irwindale, Proposer and individuals listed below certify that they do not discriminate in employment of any person because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background; and that they are in compliance with all Federal, State and local laws, directives and executive orders regarding nondiscrimination in employment.

5. Proposer hereby certifies that the information contained in the proposal and all accompanying documents is true and correct.

City of Irwindale Page 1 of2
Tow Services RFP for the City of Irwindale

6. Please check the appropriate box below:

D If the proposal is submitted by an individual, it shall be signed by him or her, and if he or she is doing business under a fictitious name, the proposal shall so state.

D If the proposal is submitted by a partnership, the full names and addresses of all members and the address of the partnership shall be stated and the proposal shall be signed for all members by one or more members thereof.

D If the proposal is submitted by a corporation, it shall be signed in the corporate name by an authorized officer or officers.

D If the proposal is submitted by a limited liability company, it shall be signed in the corporate name by an authorized officer or officers.

D If the proposal is submitted by a joint venture, the full names and addresses of all members of the joint venture shall be stated and it shall be signed by each individual.

By signing below, the submission of a proposal with all accompanying documents shall be deemed a representation and certification by the Proposer that they have investigated all aspects of the RFP, that they are aware of the applicable facts pertaining to the RFP process, its procedures and requirements, and that they have read and understand the RFP.

Authorized Representative
Signature:

Authorized Representative
Print name:

Authorized Representative
Title (Print title):
. Complete additional signatures below as required per# 8 above Authorized Representative
Signature:

Authorized Representative
Print name:

Authorized Representative
Title (Print title): .

Authorized Representative
Signature:

Authorized Representative
Print name:

Authorized Representative
Title (Print title\:

City of Irwindale Page 2 of2
Tow Services RFP for the City of Irwindale

ATTACHMENT B
TECHNICAL Proposal - Phase 1
Technical Proposal shall include a company overview and project approach as outlined in the RFP.

ATTACHMENT C

PROPOSER'S QUALIFICATIONS STATEMENT
All responses must be typewritten or printed legibly in ink. When additional space is needed to explain an answer, attach sheets as necessary. Failure to (1) complete this form, (2) return it, or (3) attach a required document may render the Proposal non-responsive.

1. BUSINESS ORGANIZATION I STRUCTURE

1.1 Your firm is a:

D Corporation D Sole Proprietorship D Other: ______ _
D Limited Liability Company D General or Limited Partnership

1.2 If your firm is a corporation, answer the following:

1.2.1 Date of incorporation:

1.2.2 State of incorporation:

1.2.3 Corporate ID number:

1.2.4 President's name:

1.2.5 Vice President's name:

1.2.6 Secretary's name:

1.2.7 Treasurer's name:

1.2.8 Agent for Service of Process:

1.2.9 Agent's Address:

1.2.10 Is your firm a publicly traded corporation?
D Yes D No

1.3 If your firm is a limited liability company, answer the following:

1.3.1 Date of formation:----------------

1.3.2 State of formation:----------------

1.3.3 Secretary of State's File or ID number: ________ _

1.3.4 Chief Executive Officer's name: ___________ _

1.3.5 Name of Manger(s): ______________ _

1.3.6 Agent for Service of Process: ___________ _

1.3.7 Agent's Address: ________________ _

1.4 If your firm is a partnership, answer the following:

1.4.1 Date of formation: _______________ _

1.4.2 Type of partnership (General, Limited, LLP): ______ _

1.4.3 Secretary of State's Registration or ID number: _____ _

1.4.4 List the name of the General Partner(s) and any individual who has any equity interest in the partnership:

1.4.5 List jurisdictions in which your firm's fictitious name (dba) is filed:

1.5 If your firm is individually owned (a sole proprietorship), answer the following:

1.5.1 Date your firm started:---------------
2 1.5.2 Name of owner:------------------

1.5.3 List jurisdictions in which your firm's fictitious name (dba) is filed:

2. OWNERSHIP AND NAME CHANGES

2.1 How many years has your firm been in business under its present name?

2.2 In the past five years, has your firm changed names? D Yes D No If yes, list all prior names, addresses and the dates they were used. Explain the reason for each name change:

2.2.1 Prior name:

2.2.2 Address:

2.2.3 Reason name changed:

2.2.4 Starting I ending dates of prior name: I

2.2.5 Prior name:

2.2.6 Address:

2.2.7 Reason name changed:

2.2.8 Starting I ending dates of prior name: I

3. LICENSING
For the following questions, the term "owner" does not include owners of stock in your firm if your firm is a publicly traded corporation.
3 3.1 Are any of your firm's licenses held in the name of a corporation or partnership?
D Yes D No
If Yes, list below the name of the corporation or partnership that actually holds the license:

3.1.1 Corporation or partnership name: ___________ _

3.2 List jurisdictions in which your firm is legally qualified to do business, provide license or registration number, and set forth the type of license. Attach additional sheets as necessary.

3.2.1 Jurisdiction: --------------------

3.2.2 License or registration number: ____________ _

3.2.3 Type of license:------------------

3.2.4 Jurisdiction:--------------------

3.2.5 License or registration number: -------------

3.2.6 Type of license: ________________ _

3.2.7 Jurisdiction:--------------------

3.3 In the past ten (10) years, has your firm or any of its owners, partners, officers or employees been investigated, cited, assessed any penalties, subjected to disciplinary action by a licensing agency or found to have violated any licensing laws or regulations? Have your firm or any employee of your firm been identified, accused or found to have provided gifts(s), donations or bribes to an elected official or employee to influence a government contract.

D Yes D No
If Yes, identify the licensing agency, type of license, date and reason for the disciplinary action. Attach additional sheets as necessary.

3.3.1 Licensing Agency:-----------------

3.3.2 Type of license:------------------
4 3.3.3 Date of disciplinary action:

3.3.4 Reason for disciplinary action:

3.3.5 Licensing Agency:

3.3.6 Type of license:

3.3.7 Date of disciplinary action:

3.3.8 Reason for disciplinary action:

3.3.9 Licensing Agency:

3.3.10 Type of license:

3.3.11 Date of disciplinary action:

3.3.12 Reason for disciplinary action:

4. EXPERIENCE AND PERFORMANCE HISTORY
For the following questions, the term "owner" does not include owners of stock in your firm if your firm is a publicly traded corporation.

4.1 How many years has your firm been in business as a Tow Service? __ _

4.2 In the past five years, has any of your firm's owners, partners, or officers operated a similar towing business?
D Yes D No
If Yes, list the business' name and address and the person who operated the business.

Attach additional sheets as necessary.

4.2.1 Tow business name: -----------------

4.2.3 Name of your firm's owner, partner or officer who operated other towing business:-------------------

4.2.4 Starting I ending dates of ownership: --------''-----

4.2.5 Tow business name: -----------------
5 4.2. 7 Name of your firm's owner, partner or officer who operated other towing business:-------------------

4.2.8 Starting I ending dates of ownership: -----~'-----

4.3 Does your firm currently dismantle vehicles or have a salvage operation? D Yes D No

4.4 Does your firm currently own or operate any other business? D Yes D No
If yes, list the business' name and address and the person who operates the business.

Attach additional sheets as necessary.

4.4.1 Business name: -------------------

4.4.2 Address: ---------------------

4.4.3 Person's name who operates business: _________ _

4.4.4 Description of business: ----------------

4.4.5 Business name: -------------------

4.4.6 Address: ---------------------

4.4.7 Person's name who operates business: _________ _

4.4.8 Description of business: ----------------

4.5 List the government entities for which your firm has performed towing, storage, lien sale services, whether or not under contract or as an Official Police Tow Service. Provide the name and telephone number of the person within the government entity who is most familiar with your performance of the services (i.e., "Contact Person"). Attach additional sheets as necessary.

4.5.1 Government entity's name: ---------------

4.5.2 Services that your firm provided: ____________ _

4.5.3 Starting I ending dates of services: -----~'------ 6 4.5.4 Was your firm:

Selected by a bid or RFP? D Yes
Under a contract or agreement? D Yes
D No
D No

4.5.5 Contact Person: _________ Phone: ______ _

4.5.6 Government entity's name: --------------

4.5.7 Services that your firm provided: ____________ _

4.5.8 Starting I ending dates of services: -----~/ _____ _

4.5.9 Was your firm:

Selected by a bid or RFP? D Yes
Under a contract or agreement? D Yes
D No
D No

4.5.1 O Contact Person: _________ Phone: ______ _

4.5.11 Government entity's name: --------------

4.5.12 Services that your firm provided: ____________ _

4.5.13 Starting I ending dates of services: ______ / _____ _

4.5.14 Was your firm:

Selected by a bid or RFP? D Yes
Under a contract or agreement? D Yes
D No
D No

4.5.15 Contact Person: _________ .Phone: ______ _

4.6 Describe your firm's lien-sale experience in terms of knowledge and procedures used in the processing and disposing of vehicles in accordance with California's laws. Attach additional sheets as necessary.
7 5. FACILITIES

5.1 List the address where the facilities will be located, and attach photographs depicting each on of the areas and facilities listed in (a) through (f) below.

For this RFP please submit:
(a) Up to 3 photos of the: Business office
(b) Up to 3 photos of the: Customer waiting area
(c) Up to 3 photos of the: Secure area for police hold vehicles (d) Up to 3 photos of the: Primary storage lot
(e) Up to 3 photos of the: Secondary storage lot
(f) Up to 3 photos of the: Disposal lot

PRIMARY STORAGE LOT AND BUSINESS OFFICE

ADDRESS

5.1.1 Business office: ------------------

5.1.2 Primary vehicle storage lot: --------------

5.1.3 Secure area for police hold vehicles: __________ _

5.1.4 Secondary vehicle storage lot: ____________ _

5.1.5 Disposal I salvage vehicle lot: ____________ _

SECONDARY STORAGE LOT AND BUSINESS OFFICE

ADDRESS

5.1.6 Business office: ------------------

5.1.7 Primary vehicle storage lot: _____________ _

5.1.8 Secure area for police hold vehicles: -----------

5.1.9 Secondary vehicle storage lot: ____________ _
8 5.1.10 Disposal I salvage vehicle lot: -------------

6. EQUIPMENT

6.1 For each piece of towing equipment below, (1) list the requested information; and, (2) attach a photograph of each tow unit:

Year of Manufacture Make
FLATBED CARRIER:

CLASS A TOW:

CLASS BTOW:

CLASS CTOW:
9 Year of Manufacture Make
CLASS DTOW:

6.2 Does your firm lease, loan or rent its tow units to any other towing firm? D Yes D No
If Yes, identify the person or company to whom your firm leases, loans or rents its tow units and describe the details of your firm's lease, loan or rental arrangement with the other person or company. Attach additional sheets as necessary.

6.3 If your firm does not have "Heavy Duty" or "Super Heavy Duty" (i.e., Class C or Class D) tow trucks, (1) identify the subcontractors(s) whom your firm will use, (2) attach a photograph of each tow truck, and (3) list the equipment:

6.3.1 Subcontractor's Name: --------------~

6.3.2 Address where tow units are kept: ___________ _

6.3.3 Contact Person: --------Phone: --------
10 Year of Manufacture Make
CLASSCTOW:

CLASS DTOW:

6.3.4 Subcontractor's Name:

6.3.5 6.3.6
CLASSCTOW:

CLASS DTOW:
---------------
Address where tow units are kept: __________ _
Contact Person: Phone: -------- --------
Year of Manufacture Make
11 7. PERSONNEL
7 .1 At present, how many people (whether paid or unpaid) work at your firm?

7.2 Does your firm have an agreement or an arrangement with any other towing firm to loan or share your firm's employees?
D Yes D No

7.3 For each employee whose function is described below, (1) list the requested information, (2) attach the person's resume and (3) attach a current photo:

DISPATCHER:

TOW TRUCK
DRIVER:

Name
(Last, First, Middle)
12 Date Last
Trained
Date
of Hire
Driver's
License#
LIEN-SALE:

SECURITY:

VEHICLE
STORAGE:

Name
(Last, First, Middle)
13 Date Last
Trained
Date
of Hire
Driver's
License#

RELEASE OF
VEHICLES:

CUSTOMER
SERVICE:

OFFICE
SUPPORT:

Name
(Last, First, Middle)
14 Date Last
Trained
Date
of Hire
Driver's
License#

EMERGENCY
ORAFTERHOURS:

OTHER
PERSONNEL:

Name
(Last, First, Middle)

8. EMPLOYEE SAFETY AND TRAINING
Date Last
Trained
Date
of Hire
Driver's
License#

8.1 Does your firm have a written Injury and Illness Prevention Program ("llPP") that complies with California's Code of Regulations, Title 8, Section 3203, or any other written policy manual for your employees' safety? D Yes D No

8.2 Does your firm have a written policy for handling, transporting and disposing of hazardous materials?
D Yes D No
15 8.3 Does your firm have a training program for new employees? D Yes 0 No

8.4 Does your firm have annual or biennial training for its tow unit operators? D Yes D No

8.5 In the past five years, has your firm's employees suffered any work-related fatalities?
D Yes D No
If Yes, list the date; describe the facts and circumstances about each instance; identify any governmental entity that issued a citation or notice of violation; list the date, court and case number of any criminal action or civil suit arising out of each instance; and set forth the status, outcome or disposition of the citation, notice of violation, criminal action or civil suit.

Attach additional sheets as necessary.
16 8.6 In the past five years, has your firm received an OSHA or Cal/OSHA citation or notice of violation?
D Yes D No
If Yes, list the date; describe the facts and circumstances about each instance; identify any citation or notice of violation that the agency issued; list the date, court and case number of any criminal action or civil suit arising out of each instance; and set forth the status, outcome or disposition of the citation, notice of violation, criminal action or civil suit. Attach additional sheets as necessary.

9. SECURITY AND SAFEKEEPING

9.1 The RFP and the Contract require that the Proposer provide a safe and secure:

Business Office, Primary Storage Lot, Secondary Storage Lot and Police Hold Vehicles Storage Area. Please place an "X" below for each security device or measure in operation for each location:

SURVEILLANCE
CAMERA:

Business
Office
Primary
Storage
Lot
17 Secondary
Storage
Lot
Police Hold
Vehicle Storage
Area
ALARM
SYSTEM:

FLOOD
LIGHTS:

PERIMETER
FENCE OR WALL:

LOCK AND KEY:

GUARD OR
WATCH PERSON:

GUARD DOG:

DRIVE BY SECURITY
COMPANY PATROL: __ _

10. FINANCIAL RESOURCES AND RESPONSIBILITY

10.1 In the past seven years, has your firm or anyone else acting on behalf of your firm, filed for bankruptcy, insolvency, receivership, or reorganization? D Yes D No
If Yes, list the filing date, identify the court and case number, describe the facts and circumstances giving rise to each instance and set forth the disposition or current status.

Attach additional sheets as necessary.
18 10.2 In the past five years, has your firm had any consolidations, mergers, acquisitions, closings, layoffs, or staff reductions?
D Yes D No
If Yes, list the date and describe the facts and circumstances about each instance. Attach additional sheets as necessary.

11. BID REJECTION AND CONTRACT TERMINATION
For the following questions, the term "owner" does not include owners of stock in your firm if your firm is a publicly traded corporation.

11.1 Has a government entity or a client ever rejected your firm's bid or proposal for services?
D Yes D No
If Yes, list the date and describe the facts and circumstances about each instance. Attach additional sheets as necessary.
19 11.2 Has a government entity or a client ever determined that your firm is a nonresponsible bidder or contractor? D Yes D No
If Yes, list the date and describe the facts and circumstances about each instance. Attach additional sheets as necessary.

11.3 Has your firm ever failed to fulfill or perform a contract or an agreement with a government entity?
D Yes D No
If Yes, list the date and describe the facts and circumstances about each instance. Attach additional sheets as necessary.
20 11.4 Has a government entity or a client ever terminated a contract for tow services with your firm?
D Yes D No
If Yes, list the date and describe the facts and circumstances about each instance. Attach additional sheets as necessary.
21 11.5 In the past five years, has your firm or any of its owners, partners, officers or employees been convicted of a crime related to the bidding of a government contract, the awarding of a government contract or the performance of a government contract? ("Convicted" includes a verdict of guilty by a judge or jury, a plea of guilty, a plea or nolo contendere or a forfeiture of bail.) D Yes D No
If Yes, identify the government entity; list the date, court and case number; describe the facts and circumstances about each instance; and set forth the penalty or punishment imposed. Attach additional sheets as necessary.

12. BUSINESS INTEGRITY
For the following questions, the term "owner" does not include owners of stock in your firm if your firm is a publicly traded corporation. The term "convicted" includes a verdict of guilty by a judge or jury, a plea of guilty, a plea of nolo contendere, or a forfeiture of bail.

12.1 In the past five years, has your firm or any of its owners, partners, officers or employees been convicted in a criminal action or found liable in a civil suit for making false claims(s) or material misrepresentations(s) to any government entity?
D Yes D No
If Yes, identify the government entity; list the date, court and case number; describe the facts and circumstances about each instance; and set forth the outcome or disposition.

Attach additional sheets as necessary.
22 12.2 In the past five years, has your firm or any of its owners, partners, officers or employees been convicted of a crime involving embezzlement, theft, fraud, forgery, bribery, deceptive or unlawful business practices, perjury, falsifying or destroying records or evidence or receiving stolen property? D Yes D No
If Yes, identify the crime or offense; list the date, court and case number; describe the facts and circumstances about each instance; and set forth the penalty or punishment imposed.

Attach additional sheets as necessary.
23 12.3 To your knowledge, is a government entity currently investigating your firm or any of its owners, partners, officers or employees for making false claim(s) or material misrepresentations(s)?
D Yes D No
If Yes, identify the government entity and describe the facts and circumstances about each instance. Attach additional sheets as necessary.

13. CLAIMS AND SUITS
For the following questions, the term "owner" does not include owners of stock in your firm if your firm is a publicly traded corporation.

13.1 In the past three years, has your firm or any of its owners, partners, officers or employees been a defendant in court on a matter related to:

13.1.1 The performance, non-performance, default, or breach of a contract or agreement?
D Yes D No

13.1.2 A vehicle collision or other accident involving your firm's tow truck operator?
D Yes D No
24 13.1.3 Bodily injury or personal injury (libel, slander, false imprisonment) to a customer?
D Yes 0 No

13.1.4 Employment-related litigation brought by an employee of your firm? D Yes 0 No

13.1.5 Payment to a subcontractor?
D Yes 0 No
If the answer to any of the questions 13.1.1 to 13.1.5 above is Yes, identify the name of the person or entity that sued (i.e., "the plaintiff"); list the date, court and case number; describe the facts and circumstances giving rise to the lawsuit; and set forth the outcome or disposition. Attach additional sheets as necessary.

13.2 In the last three years, has your firm ever filed a claim for damages or a lawsuit or requested arbitration or mediation against a government entity? D Yes 0 No
If Yes, identify the government entity; list the date, court and case number; describe the facts and circumstances about the claim for damages or the lawsuit or both; and set forth the outcome or disposition. Attach additional sheets as necessary. 25 13.3 Are there any pending or outstanding judgments or liens against your firm.

D Yes D No
If Yes, identify the name of the person or entity entitled to payment; list the date, court and case number; describe the facts and circumstances giving rise to the judgment or lien; and set forth the amount of the judgment or lien. Attach additional sheets as necessary. 26 13.4 For the last four years, state how many vehicle collisions or accidents occurred which involved your firm's tow truck operators (whether or not the tow truck operator was at fault):

13.4.1 2019:

13.4.2 2020:

13.4.3 2021:

13.4.4 2022:

13.5 For the last three years, state how many customers reported to your firm vehicle damage or theft including the vehicle's contents, while the vehicle was towed or stored by your firm (whether or not your firm believes it was responsible for the loss or damage).

13.5.1 2020:

13.5.2 2021:

13.5.3 2022:

14. INSURANCE

14.1 A Proposer who is awarded a contract must maintain liability and workers' compensation insurance as indicated below, as more fully described in this RFP and the Contract. As part of this proposal, your firm must submit evidence of its current insurance coverage. This information will be used only for the purpose of determining whether the Proposer has insurance to perform the requested services. Contact your firm's insurance company or agent and request a "Certificate of Insurance" (an ACORD form or equivalent). Attach the certificate of insurance to this proposal.

NOTE: Do not add the City to your insurance policy or otherwise change your current policy or its coverage.

14.2. Please place an "X" below to indicate the type of insurance coverage that your firm now has and list the coverage amounts for each:

Commercial General Liability Coverage: ___________ _
On-Hook Liability Coverage: ___________ _
Business Automobile Liability Coverage: ___________ _
Cargo Liability Coverage: ___________ _
27 Garage Liability Coverage: ___________ _
Uninsured Motorist/Bodily Injury Coverage: ___________ _ Garagekeepers Liability Coverage: ___________ _
Pollution Liability Coverage: ___________ _
Workers' Compensation LiabilityCoverage: ___________ _
Excess Liability or Umbrella Coverage: ___________ _

14.3 If your firm is self-insured, identify the liability(s) listed above for which your firm insures itself and set forth the amount of the self-insured retention (SIR):

Liability: SIR amount:

Liability: SIR amount:

Liability: SIR amount:

Liability: SIR amount:

14.4 For the last three years, state how many bodily injury, personal injury or property damage claims (whether or not your firm believes it was responsible for the loss or injury), filed by customers or third parties, that your firm forwarded to its insurance carrier(s). Include paid and unpaid claims:

14.4.3 2020: -----

14.4.4 2021: ------

14.4.5 2022: -----

14.5 In the past five years, has an insurance company or a surety company:

14.5.1 Refused to insure your firm for a type of insurance policy listed in Question 14.2 above?

14.5.2 Canceled or non-renewed your firm's insurance coverage? If the answer to question 14.5.1 or 14.5.2 is Yes, identify the name of the insurance company or surety company; list the date; and describe the facts and circumstances about each instance. Attach additional sheets as necessary.
28 15. CUSTOMER SERVICE COMPLAINTS AND DAMAGE CLAIMS
Below, please describe the process and procedures that your firm has in place for responding to and resolving: (1) Customer complaints; and (2) Customer claims for vehicle or contents damage or theft. (You may attach your firm's written policy). 29 16. PUBLIC RECORDS EXEMPT INFORMATION
Below, please identify (by a general description) all copyrighted material, trade secrets or other proprietary information ("protectable documents") that Proposer has included in the proposal which Proposer believes should be exempt from disclosure under California's Public Records Act, Government Code Section 6250, et seq. By listing the protectable documents below, Proposer agrees to indemnify, defend, and hold harmless the City, its directors, officials, officers, employees, agents, and designated volunteers from and against any action, claim, lawsuit, or proceeding, including costs and expenses, arising out of or connected with the City's refusal to disclose the protectable documents to any party making a request for those items. The City will treat any Proposer who fails to identify below protectable documents that Proposer believes should be exempt from disclosure, as having waived its right to an exemption from disclosure, as the Public Records Act provides. 30 17. CREDIT AND REFERENCE CHECK

17.1 The City of Irwindale may: (1) request credit reports or investigative reports, or both, about your firm; and, (2) contact the reference, government entities and other persons listed in this proposal. The City of Irwindale will use this information to evaluate your firm's financial resources, responsibility and integrity with respect to this proposal, an award of the Contract, or any contract renewal. The City of Irwindale will treat any information that it obtains now or later as confidential.

17.1.1 Does your firm authorize the City of Irwindale to obtain credit and investigative reports about your firm?
D Yes D No
17 .1.2 Does your firm authorized the references, government entities and other persons listed in the proposal to release information about your firm to the City of Irwindale?
D Yes D No

18. ADDITIONAL INFORMATION
Below, please state any other information that your firm believes is essential to a complete evaluation of the proposal. If your firm has no additional information, please state below:
"Our firm does not have any additional information to present." 31 19. ATTACHMENTS
Certain sections of the Proposal Forms requested photographs, insurance certificates and further explanations if your firm answered "yes" to a question. For each attachment that is a part of this Proposal, please list and describe the attachment (e.g., "#3 photographs of our tow trucks" or "Explanation concerning questions 9.3-2 pages." If your firm has no attachments, write "None" on 19.1).
32 Our firm declares that the attachments listed below are added and are made a part of this Proposal in order to fully and accurately respond to the RFP:

19.1 19.2

19.3 19.4

19.5 19.6

19.7 19.8

19.9 19.10

19.11 19.12

19.13 19.14

19.15 19.16

19.17 19.18

19.19 19.20

19.21 19.22
33 19.23

19.24 19.25

19.26 19.27

19.28 19.29

19.30 34

20. UNDER THE PENAL TY OF PERJURY, PROPOSER CERTIFIES THAT:

A. This proposal is genuine, is not a sham or collusive, and is not made in the interest of or on behalf of any person, partnership, corporation, firm, organization or another entity not named or disclosed in the proposal; B. All facts and statements in the proposal are completely true, accurate and correct.

C. By signing this proposal, each individual below represents and warrants that the individual:
(1) Has the right, power, legal capacity and authority not only to sign this Proposal on the Proposer's behalf, but also to bind the Proposer to this Proposal; and,
(2) Binds the Proposer to this proposal.

PROPOSER
Signature
Printed
Title
Telephone ____________ _
35 ATTACHMENT D

PREVIOUS CUSTOMER REFERENCE WORKSHEET
Provide reference information for the service you are proposing in an environment similar in size and scope to the requirements of this project. Copy this form as appropriate.

Name of Customer:

Customer Address
Customer Contact Name( s)
Customer Contact Phone Number(s)
1 Brief description of work performed for this client (use additional sheets if necessary and include is reference is for broker, claims or administrative services):
2 Attachment E

EXEMPLAR TOW CONTRACT SERVICES AGREEMENT

CONTRACT SERVICES & FRANCHISE AGREEMENT
By and Between

CITY OF IRWINDALE
and
Official Police Tow Operator
1 CITY OF IRWINDALE

FRANCHISE AGREEMENT FOR TOWING CONTRACT SERVICES
THIS FRANCHISE AGREEMENT FOR TOWING SERVICES (herein "Agreement") is made and entered into this 13th day of , 2023, by and between the CITY OF IRWINDALE, a California municipal corporation ("City") and __________ _ a California corporation (herein "Operator").

NOW, THEREFORE, the parties hereto agree as follows:

1. SERVICES OF OPERATOR
I. I Scope of Services. In compliance with all of the terms and conditions of this Agreement and in return for the monthly franchise fees noted hereinafter, the Operator shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Operator warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner.

1.2 Compliance With Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction.

1.3 Licenses, Permits, Fees and Assessments. Operator shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement.

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

2. FRANCHISE FEE

2.1 Franchise Fee. In return for the services authorized by this Agreement, Operator shall pay to City a monthly franchise fee of FOUR THOUSAND FIVE HUNDRED DOLLARS ($4,500.00) each month as compensation to provide exclusive Official Police Tow Services for the city oflrwindale ..

2.2 Invoices. Each month Operator shall furnish to the City an original report of all vehicles towed in accordance with this contract.

2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. 2 PERFORMANCE SCHEDULE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3 .2 Schedule of Performance. Operator shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period( s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Operator, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Project Manager but not exceeding thirty (30) days cumulatively.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Operator, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any utility company or governmental agency, including the City, ifthe Operator shall within ten (10) days of the commencement of such delay notify the Project Manager in writing of the causes of the delay. The Project Manager shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Project Manager such delay is justified. The Project Manager's determination shall be final and conclusive upon the parties to this Agreement.

In no event shall Operator be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Operator's sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect for a period not exceeding three (3) years from the date hereof.

3. COORDINATION OF WORK

4.1 Representative of Operator. , President, is hereby
designated as being the representative of Operator authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Operator and any authorized agents shall be under the exclusive direction of the representative of Operator. Operator shall utilize only competent personnel to perform services pursuant to this Agreement. Operator shall make every reasonable effort to maintain the stability and continuity of Operator's staff and subcontractors, and shall keep City informed of any changes.

4.2 Project Manager. The Irwindale Chief of Police, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith ("Project Manager").

4.3 Prohibition Against Subcontracting or Assigmnent. Operator shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be 3 assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void.

4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the marmer, mode or means by which Operator, its agents or employees, perform the services required herein, except as otherwise set forth. Operator shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Operator shall not at any time or in any marmer represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City.

4. INSURANCE AND INDEMNIFICATION
5 .1 Insurance Coverages. The Operator shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CGOOOl or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $2,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Operator against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Operator in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars, and any other automobile.
( d) Professional Liability. Professional liability insurance appropriate to the Operator's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Operator's services or the termination of this Agreement.

During this additional 5-year period, Operator shall annually and upon request of the City submit written evidence of this continuous coverage.
( e) Additional Insurance. Policies of such other insurance, as may be required 4 in the Special Requirements in Exhibit "B".
(f) Subcontractors. Operator shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor.

All coverages for subcontractors shall be subject to all of the requirements stated herein. 5 .2 General Insurance Requirements.

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

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City's Risk Manager or other designee of the City due to unique circumstances.

5.3 Indemnification. To the full extent permitted by law, Operator agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Operator, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Operator is legally liable ("indemnitors"), or arising from Operator's or indemnitors' reckless or willful misconduct, or arising from Operator's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:

Operator will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorney's fees incurred in connection therewith;
5 Operator will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Operator hereunder; and Operator agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Operator for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Operator hereunder, Operator agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorney's fees.

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

S. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records. Operator shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Project Manager to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Project Manager shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records.

6.2 Reports. Operator shall periodically prepare and submit to the Project Manager such reports concerning the performance of the services required by this Agreement or as the Project Manager shall require.

6.3 Confidentiality and Release of Information.
(a) All information gained or work product produced by Operator in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Operator. Operator shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Project Manager.
6 (b) Operator shall not, without prior written authorization from the Project Manager or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Operator gives the City notice of such court order or subpoena.
( c) If Operator provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Operator for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Operator's conduct.
( d) Operator shall promptly notify the City should Operator be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. The City retains the right, but has no obligation, to represent Operator or be present at any deposition, hearing or similar proceeding.

Operator agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Operator.

6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the "documents and materials") prepared by Operator in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Project Manager or upon the termination of this Agreement, and Operator shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder.

Moreover, Operator with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City.

6. ENFORCEMENT OF AGREEMENT AND TERMINATION
7 .1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Orange, State of California. 7 .2 Disputes; Default. In the event that Operator is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Operator for any work performed after the date of default. Instead, the City may give notice to Operator of the default and the reasons for the default. The notice shall include the timeframe in which Operator may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Operator is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices.

If Operator does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.
7 7.3 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

Notwithstanding any contrary provision herein, Operator shall file a statutory claim pursuant to Goverrunent Code § § 905 et seq. and 910 et seq., in order to pursue any legal action under this Agreement.

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

7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon written notice to Operator. In addition, the Operator may terminate this Contract at any time for cause, upon sixty (60) days' advance written notice to City. Upon receipt of any notice of termination, Operator shall immediately cease all services hereunder except such as may be specifically approved by the Project Manager. Except where the Operator has initiated termination, the Operator shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Project Manager thereafter in accordance with the Schedule of Compensation or such as may be approved by the Project Manager. In the event the Operator has initiated termination, the Operator shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit "C". In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7 .2.

7.5 Termination for Default of Operator. If termination is due to the failure of the Operator to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7 .2, take over the work and prosecute the same to completion by contract or otherwise, and the Operator shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Operator for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7. MISCELLANEOUS
8 .1 Covenant Against Discrimination. Operator covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Operator shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without 8 regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class

8.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Operator, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Operator or to its successor, or for breach of any obligation of the terms of this Agreement.

8.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to Laura Nieto or Armando Hegdahl, City of Irwindale, 5050 N Irwindale Avenue, Irwindale, California 91706 and in the case of the Operator, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

8.4 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.

8.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

8.6 Waiver. No delay or omission in the exercise of any right or remedy by nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.7 Attorney's Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment.

8.8 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9 8.9 Counterparts.

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

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

Operator's Authorized Initials __ _

8.11 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that such party is duly organized and existing, they are duly authorized to execute and deliver this Agreement on behalf of said party, by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[Signatures on the following page.]
10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CERTIFY AVAILABILITY OF FUNDS:

Kambiz Borhani
Finance Director I City Treasurer
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Adrian Guerra
City Attorney
CITY:

City ofirwindale, a municipal corporation
Mayor
ATTEST:

Laura Nieto
City Clerk
OPERATOR:

By:~~~~~~~~~~~~~~~
Name:

Title: President
Address:

Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES Or REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 11 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On , 2022 before me, , personally appeared , proved
to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct
WITNESS my hand and official seal.

Signature:----------------

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

D
D
D
D
D
D
D

CAPACITY CLAIMED BY SIGNER

INDIVIDUAL

CORPORATE OFFICER

TITLE(S)
PARTNER(S) 0 LIMITED
0 GENERAL

ATTORNEY-JN-FACT

TRUSTEE(S)

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

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER(S) OTHER THAN NAMED ABOVE
B-1
EXHIBIT "A"

SCOPE OF SERVICES

SCOPE OF SERVICES AND TOW OPERATOR REQUIREMENTS
Operator will be responsible for all Irwindale Police Department (IPD) calls for tow services.

Typical towing situations will include, but not limited to, removing illegally parked vehicles, towing inoperative vehicles as a result of a traffic collision, mechanical breakdowns, storing, or impounding vehicles for investigations, evidence or due to a violation of law. Additionally, those requests made to IPD by a private citizen for undesignated towing services will be referred to the appropriate tow provider. Operator recognizes there will be no charge for the towing of City vehicles either to the IPD, City Yard, or to a suitable local place of repair.

1. GRANT OF REFERRAL
IPD will refer all tow services to the Operator, on the condition that the Operator is available to perform the services set forth in its agreement within the City. The agreement applies to calls originating from or generated by or through IPD (collectively referred to as "calls" or "response calls"). If the Operator is not available at the time of the request or is unable to respond within the required time, the handling officer or field supervisor may request another towing service.

2. FRANCHISE FEE
For the privilege of being the exclusive Official Police Tow Service (OPTS) provider for the City of Irwindale, the city requires a minimum of a $4,500 monthly Franchise Fee be paid to the city from the successful vendor. This Franchise Fee is not contingent upon the number of vehicles stored or impounded. Payment of the Franchise Fee must be submitted to the city within 15 business days following the previous month. Failure to remit fees is grounds for suspension and/or revocation of any award of Contract by the City of Irwindale in its sole determination.

3. LOCATION OF BUSINESS OFFICES AND MAIN STORAGE LOTS
Operator's office must operate and maintain a storage lot and business on the same site within one mile of the city limits of City to allow for convenient access by IPD personnel and the public.

This lot will be referred to as the "primary storage lot." Operator may operate a "secondary storage lot" outside of City which will be used for over-fill or back up purposes if the primary storage lot is full. This secondary storage lot must be within five miles of the city limits of City.

4. TOW TRUCK CLASSIFICATIONS
A. Operator shall equip and maintain tow trucks covered under the agreement in accordance with the provisions set forth in the California Vehicle Code and consistent with industry standards and practices.

B. Operator shall provide three (3) classes of tow trucks, or may substitute a tow truck in a 1 larger weight category for the absence of a tow truck in a lower weight category:

Class A - Light Duty
Operator shall maintain a minimum of one tow truck with a manufacturer's Gross Vehicle Weight Rating of 14,000 to 19,500 pounds with wheel lift capabilities. In addition, the Operator may have a car carrier. Class A equipment specifications are those established by the California Highway Patrol, as amended from time to time, and are available through the Traffic Office at the IPD.

Class B - Medium Duty
Operator shall maintain at least one tow truck with a manufacturer's Gross Vehicle Weight rating of 26,000 to 33,000 pounds. The truck shall be capable of providing air to the towed vehicle. Class B equipment specifications are those established by the California Highway Patrol, as amended from time to time, and are available at the Traffic Office of the IPD.

Operator may have a carrier, but the carrier must be an additional unit.

Class C - Heavy Duty
Operator shall maintain or have access to at least one tow truck with a manufacturer's Gross Vehicle Weight rating of at least 48,000 pounds. The truck shall be equipped with air brakes and must be capable of providing air to the towed vehicle. Class C equipment specifications are those established by the California Highway Patrol, as amended from time to time, and are available at the Traffic Office of the IPD.

Class D - Super Heavy Duty Recovery Vehicle
Operator shall maintain or have access to at least one tow truck with a manufacturer's Gross Vehicle Weight rating of at least 54,000 pounds. The truck shall be equipped with air brakes, a rotator, and must be capable of providing and maintaining continuous air to the towed vehicle. If this class of tow truck is used exclusively for salvage and recovery operations, there is no requirement for providing and maintaining continuous air to the towed vehicle. Class D equipment specifications are those established by the California Highway Patrol, as amended from time to time, and are available at the Traffic Office of the IPD.

C. Operator shall provide sufficient tow trucks in each of the foregoing classes of sufficient higher weight class tow truck substitutions to ensure that the Operator responds to each call for service within the 15-minute maximum response time. It is understood that the response time for heavy-duty tow vehicles may reasonably exceed the maximum response time.

6. TOW DRIVERS
A Operator shall ensure that only qualified and competent tow drivers respond to calls for service initiated by the IPD. Tow truck drivers shall be at least 18 years old and possess the following minimum class driver's license and qualifications:
• Class A Tow Truck-A valid class C license, or valid class A (1) license with a valid medical certificate.
2 • Class B Tow Truck - A valid class A (1) license with a valid medical certificate.
• Class CID Tow Truck- CTTA (California Tow Truck Association) certified within last five years, and a valid class A (1) license with a valid medical certificate.

B. The Class (A) 1 license shall be endorsed to allow the operation of special vehicle configurations and/or special cargos.

C. Operator shall maintain a current list of drivers and provide IPD a list of drivers performing services for the City.

D. Operator shall enroll/participate in the Department of Motor Vehicle's Pull Notice Program.

Current and new employees shall submit their California driver's license numbers to the Operator for input into Department of Motor Vehicle's Pull Notice Program.

E. Operator is required to enroll in a Drug Testing program for all drivers working in the City and the results shall be forwarded to the Traffic Supervisor.

F. Operator is required to pay the DOJ Live Scan fees for all drivers towing in the City (Live Scan to be performed at IPD).

G. Operator shall procure and maintain in full force and effect a City Business License during the term or any extended term.

H. Criminal History checks (All Felony/Fraud and DUI Convictions) on drivers working within the City.

7.RATES
A. Operator shall not charge any fees in excess of the fees approved by the City Council.

B. The total time for towing shall be computed from the time of call to the end of service. All time shall be charged at the hourly rate. Operator may charge a minimum of 60 minutes per call. All time spent on a call in excess of 60 minutes shall be charged in 15-minute increments. There shall be no additional charges (mileage, labor, etc.). Any secondary towing requested by a customer is subject to negotiation between the Operator and the customer. Operator shall inform the customer of all differences in the hourly rate for the secondary towing service and provide an estimate of the final cost.

C. Charges for service calls at the request of the IPD (out of gas, lockouts, etc.) shall be computed from the time of call to the end of service. Service calls are charged at the hourly rate within a minimum of 30 minutes per call. Charges in excess of 30 minutes shall be charged in increments of 15 minutes.

D. Fees for special operations:

For special operations involving Class B or C tow trucks, Operator shall only charge Cityapproved fees for "vehicle recovery operations" and "load salvage operations". Charges in excess of 30 minutes shall be billed in 15-minute increments. Hourly rates for auxiliary equipment including: (1) Auxiliary equipment (airbags, dolly, additional trailer, etc.); (2) 3 Contracted equipment (airbags, dolly, additional trailer, forklifts, scoop loaders, etc.); and (3) Contract labor will be as approved by the City Council.

Regardless of the class of tow truck, charges shall not be more than the class of vehicle towed or serviced, except when vehicle recovery operations require a larger class of truck.

E. Storage Fees

1. Operator shall only charge the storage fees approved by the City.

2. Operator shall display in plain view at all cashiers stations a sign as described in California Civil Code section 3070 disclosing all storage fees and charges in force, including the maximum storage rate.

F. Owners of vehicles stored 24 hours or less shall be charged no more than one day of storage. Each day thereafter shall be calculated by calendar days.

G. The schedule of rates charged by Operator shall be available in the tow truck and shall be presented upon demand to the person(s) for whom the tow services were provided, or their agent, or the police officer at the scene.

H. Operator shall submit a monthly report outlining the number of tows, the date and time of tow, the location of tow, and the release date and time of all towed vehicle.

8. RESPONSE TO CALLS
A. Operator shall respond to calls generated by or through the IPD, 24 hours a day, seven days a week, within the maximum response time of 15 minutes. At the time of notification, Operator will advise dispatch when Operator(s) are unable to respond or meet the maximum response time.

8. When an Operator vehicle that was not called to a scene comes upon a collision scene where a vehicle or vehicles are blocking a roadway, an officer may request that vehicle's assistance in clearing the roadway. In such cases, the Operator may be requested, as directed by the officer, to move the vehicle to a safe location and leave it. There shall be no charge for this assistance. The Operator will clean the collision scene by sweeping up glass and other debris.

C. All questions and disputes regarding the validity of the towing service rendered generating from a IPD call for service shall be referred to the Traffic Supervisor or his/her designee during business hours, Monday through Thursday, excluding holidays.

9. PAYMENT FOR TOWING SERVICES RENDERED
A. Owners of vehicles towed by order or request of the IPD are responsible for all services, whether regular or special, associated with the towing service. Operator shall provide itemized bills, distinctively showing charges for all classifications of services, including the charges for late payment.

Neither City nor IPD will be responsible or liable for any costs of towing services in the event that the vehicle owner refuses or is unable to pay for the services.

10. BUSINESS HOURS
4 Operator shall have normal business hours from 0800 to 1700 hrs, five days a week (Monday through Friday) and 0800 to 1200 hours on Saturday, excluding legal holidays.

Police availability: Operator shall make their services available on a 24-hour, 7 day a week basis, including holidays.

Public availability: Operator shall have an employee available in person during normal business hours at the OPTS office to handle requests for service and release of impounded/stored vehicles. Normal business hours will be from 0800 to 1700 hrs, five days a week (Monday through Friday) and 0800 to 1200 hours on Saturday, excluding legal holidays.

11. STORAGE FACILITY
Storage lots must be in compliance with all City, State, and Federal regulations relating to the operation and maintenance of tow service business. Vehicles stored or impounded by order of the IPD must be stored at one of these lots unless prior approval is granted by the on-duty Watch Commander. Provisions must be made for adequate security of vehicles and property stored and under the control of Operator. Minimum standards for these lots include:

1. All vehicles shall be stored in a building or in an area that is enclosed by a substantial wall or fence which meets the requirements of the jurisdiction in which the facility is located, and approved by IPD.

2. Required storage facilities must comply with the Municipal Codes for the city that the business is located, and/or meet approved county codes if applicable.

3. Due to the involvement in the commission of crimes, preservation of evidence, or for other reasons the Operator shall maintain an enclosed locked storage facility where the storage spaces shall be protected from the elements of weather, tampering, and other forms of contamination.

4. Operator shall release personal property from the vehicle to the vehicle's owner or their agent upon demand and authorization by the IPD pursuant to California Vehicle Code § 22851 (b). Items that are not affixed to the vehicle are considered personal property.

5. An impounded or stored vehicle shall be released only upon prior written authorization from the IPD.

6. A vehicle that is not impounded shall be released upon request of the registered owner or person in control of the vehicle, pursuant to California Vehicle Code § 22850.3.

12. BUSINESS RECORDS
A. Operator shall maintain all tow records of services, including a description of vehicles towed, time, location of calls and total itemized costs of towing and storage. IPD may inspect, without notice, Operator's records during business hours.

8. Lien sale records of vehicles towed or stored under the tow service agreement shall be 5 available to IPD for review during business hours.

C. Records shall be maintained and available for inspection for a period of four years from the date of service provided.

D. All records required to be kept by the Operator shall be available for inspection by representatives of the Irwindale Police Department and the California Highway Patrol during normal business hours or within reasonable time period requested by either agency for after hour inspection.

13. COMPLIANCE WITH LAW
A. Operator shall at all times comply with Federal, State, and local laws and ordinances.

B. In the event of a traffic infraction or misdemeanor traffic violation by a tow truck driver, IPD reserves the right to request that such driver be removed from providing services to City, and Operator shall immediately comply with such request.

C. Operator and/or its employees and/or drivers shall not have convictions of specific sexual crimes (those outlined in Section 2432.3(b)(2) of the California Vehicle Code), violent crimes, or drug, alcohol, theft, fraud, embezzlement, or similar crimes which directly relate to his/her/its fitness to provide services. Any conviction may be cause for termination of the tow service agreement. Alternatively, !PD may request that any employee or driver convicted of any such crime be removed from providing services to City, and Operator shall immediately comply with such request.

D. Any misdemeanor conviction of an owner or principal of Operator and/or any employee or driver of Operator involving stolen or embezzled vehicles or fraud related to the towing business may be cause for termination of the tow service agreement. Alternatively, IPD may request that any employee or driver convicted of any such crime be removed from providing services to City, and Operator shall immediately comply with such request.

E. If Operator or any employee or driver is arrested or charged for a violation involving any of the crimes set forth in subsections (C) or (D), above, City may suspend this Agreement with Operator until the case is adjudicated. Alternatively, City may direct that the arrestee or person charged be removed from providing services to City until the case is adjudicated, and Operator shall immediately comply with such direction.

14. EQUIPMENT SPCIFICATIONS
Tow truck equipment specifications shall be those established by the California Highway Patrol, as amended, and are hereby incorporated by reference as if set forth herein.

15. OTHER SERVICES
A. The Operator will provide additional services by way of supporting legitimate law enforcement purposes and events. Examples include, but are not limited to, driver license and sobriety checkpoints, crime scene support, and community events. The Operator will provide lighting, cones, and other traffic control devices during checkpoints as required by the City. The operator shall maintain a minimum of six electric or gasoline powered 6 freestanding lighting towers capable of illuminating the roadway and adjacent staging areas for any authorized traffic check point or major crime scene. 7 0City Council
OSuccessor Agency
0 Housing Authority
0 Reclamation Authority
OJoint Powers Authority
Date: December 14, 2022
City()/

IRWINDALE

AGENDA REPORT
To:

From:

Honorable Mayor and Members of the City Council
Julian A. Miranda, City Manager
cc Item 1K
Issue: Resolution Casting the City of lrwindale's Vote for City of Covina Councilmember Hector Delgado to Represent Cities with Prescriptive Pumping Rights as an Alternate Member on the Board of the San Gabriel Basin Water Quality Authority
City Manager's Recommendation:

Adopt Resolution No. 2022-127-3377 entitled, "A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF IRWINDALE, CALIFORNIA, CASTING ITS VOTE FOR

CITY OF COVINA COUNCILMEMBER HECTOR DELGADO TO REPRESENT CITIES

WITH PRESCRIPTIVE PUMPING RIGHTS AS AN ALTERNATE MEMBER ON THE BOARD OF THE SAN GABRIEL BASIN WATER QUALITY AUTHORITY".

Administrative Action:

Prepared /Submitted by:

Theresa Olivares, Assistant City Manager
(626) 430-2294
Reviewed by:

Adrian R. Guerra, City Attorney
Kambiz Borhani, Finance Director I City Treasurer
Approved by:

Julian A. Miranda, City Manager
~~
/ \ • , • I
~~
Electronically Approved

Background and Analysis:

The San Gabriel Basin Water Quality Authority (WQA) was established by the State Legislature (SB 1679) on February 11, 1993 to develop, finance and implement groundwater treatment programs in the San Gabriel Valley. The WQA consist of a 7- member board consisting of one member of each of the three overlying municipal water districts, one from a city with prescriptive water pumping rights, one from a city without prescriptive water pumping rights, and two representing water producers in the San Gabriel Basin.

The board member's term and alternate representing cities with pumping rights will expire January 1, 2026. The position of board member is held by Mayor Robert Gonzalez from the City of Azusa, with the alternate board member position currently vacant. Nominations from eligible cities were submitted to the WQA with the election for this seat to take place on December 21, 2022 at 12:00 p.m. at the WQA office.

At its special meeting held Thursday, November 17, 2022, the Irwindale City Council unanimously directed staff to prepare a resolution to cast its votes in support of City of Covina Councilmember Hector Delgado's appointment to serve as Alternate Board Member representing cities with prescriptive pumping rights to the Water Quality Authority. The proposed resolution casting the City of lrwindale's vote will be hand delivered to the WQA office on Monday, December 19, 2022.

Fiscal Impact:

None
Attachment:

Proposed Resolution No. 2022-127-3377
Page2
RESOLUTION NO. 2022-127-3377

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

IRWINDALE, CALIFORNIA, CASTING ITS VOTE(S) FOR CITY OF COVINA

COUNCILMEMBER HECTOR DELGADO TO REPRESENT CITIES WITH

PRESCRIPTIVE PUMPING RIGHTS AS AN ALTERNATE MEMBER ON THE BOARD

OF THE SAN GABRIEL BASIN WATER QUALITY AUTHORITY
WHEREAS, on September 22, 1992, Senate Bill 1679 was signed into law by Governor Pete Wilson authorizing the creation of the San Gabriel Basin Water Quality Authority; and
WHEREAS, the Board of the San Gabriel Basin Water Quality Authority is composed of seven members with three appointed members from each of the three municipal water districts, one elected city council person from cities in the San Gabriel Basin with prescriptive pumping rights, one elected city council person from cities in the San Gabriel Basin without prescriptive pumping rights, and two appointed members representing water producers in the San Gabriel Basin; and WHEREAS, the City of Irwindale is one of the cities in the San Gabriel Basin with prescriptive pumping rights;
WHEREAS, the City of Irwindale must cast its vote(s) for only one of the official nominees provided by the San Gabriel Basin Water Quality Authority; WHEREAS, the City of Irwindale must cast its vote(s) by resolution of the city council;
WHEREAS, the resolution of the City of Irwindale casting its vote(s) must be received by the San Gabriel Basin Water Quality Authority no later than December 20, 2022 at 12:00 p.m. with a signature required.

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

Section 1. The City Council of the City of Irwindale casts its full vote(s) for City of Covina Councilmember Hector Delgado as the alternate San Gabriel Basin Water Quality Authority board member for cities in the San Gabriel Basin with prescriptive pumping rights.

PASSED, APPROVED AND ADOPTED this 141h day of December, 2022.

Mayor
01005.0001/842520. l
ATTEST:

Laura M. Nieto, MMC
Chief Deputy City Clerk
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES } ss.

CITY OF IRWINDALE }
I, Laura M. Nieto, Chief Deputy City Clerk of the City of Irwindale, do hereby certify that the foregoing Resolution No. 2022-127-3377 was adopted at an regular meeting of the Irwindale City Council held on the 14th day of December 2022, by the following vote of the Council:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
01005.0001/842520. l
Laura M. Nieto, MMC
Chief Deputy City Clerk
0City Council
OSuccessor Agency
0 Housing Authority
0 Reclamation Authority
OJoint Powers Authority
Date: December 14, 2022
City(}/"

IRWINDALE

AGENDA REPORT
To:

From:

Honorable Mayor and Members of the City Council
Julian A. Miranda, City Manager
CC Item 1L
Issue: Reasonable Accommodations Policy for Public Agency Brown Act Meetings City Manager's Recommendation:

Approve and Adopt the Reasonable Accommodations Policy for Public Agency Brown Act Meetings.

Administrative Action:

Prepared /Submitted by:

Theresa Olivares, Assistant City Manager
(626) 430-2294
Reviewed by:

Adrian R. Guerra, City Attorney
Kambiz Borhani, Finance Director I City Treasurer
Approved by:

Julian A. Miranda, City Manager
Background and Analysis:

Electronically Approved
The attached Reasonable Accommodations Policy for Public Agency Brown Act Meetings has been prepared to comply with Government Code Section 54953(g), which requires all public agencies, starting January 1, 2023, to have and implement a written procedure to receive and resolve reasonable accommodation requests for individuals with disabilities, consistent with the federal Americans with Disabilities Act of 1990 (42 U.S.C.

Sec. 12132), and resolving any doubt in favor of accessibility. Individual requesting reasonable accommodations include members of the public, staff, and members of the legislative body. It is therefore recommended that the City council approve and adopt the attached Reasonable Accommodations Policy
Fiscal Impact: None
Attachment: Reasonable Accommodations Policy for Public Agency Brown Act Meetings

REASONABLE ACCOMMODATIONS POLICY

FOR PUBLIC AGENCY BROWN ACT MEETINGS
Effective January 1, 2023, Government Code Section 54953(g) requires that all public agencies have and implement a written procedure for receiving and swiftly resolving reasonable accommodation requests for individuals witb disabilities, consistent with tbe federal Americans with Disabilities Act of 1990 (42 U.S.C. Sec. 12132), and resolving any doubt in favor of accessibility. Requests may be made by any individual that participates or conducts the meeting, such as members of the public, staff, and members of the legislative body.

Readily Available Accommodations
Any oftbe following accommodations can be provided for a publicly-noticed City meeting or meetings open to the public, upon request:
• Agendas and staff reports: Upon request, any agendas or staff reports can be made available in appropriate alternative formats to persons with a disability, including hyperlinks where appropriate so tbat tbe user can access tbe linked information. • For individuals with hearing loss: Qualified interpreters on-site; assistive listening devices; or voice and video-based telecommunications products and systems, • For individuals witb visual impairments: Qualified readers; audio recordings; or large print materials. Electronic agendas should be compatible with the screen readers that are commonly used by those who are visually impaired. • For individuals with mobility impairments: ADA accessible facilities, including ramps to access council chambers; Zoom/telephone access.

Additional Accommodations (Upon Request)
Individuals who are deaf or hard of hearing, who are blind or have low vision, have mobility impairments, or have any other disability, may also request accommodations other than those readily available using the process outlined below. Accommodations should be requested as early as possible as additional time may be required in order to provide the requested accommodation. Note that an accommodation will be considered to be unreasonable and will not be provided if it imposes undue financial or administrative burdens on the City, or requires a fundamental alteration in the nature of a program. If a particular accommodation is unreasonable, the City will offer an alternative accommodation that is reasonable.

Process to request an additional accommodation:

1. If you have an additional accommodation that is not identified above, please submit a request for such accommodation as soon practicable, at least 48 hours prior to the meeting or time when services are needed. The sooner the request is made, the more likely it is that the City can provide the accommodation or an alternative. You can make this request yourself, or someone can make it on your behalf with your permission.
01005.0001/840362. l

2. Your request can be made orally or in writing, and you should submit it to the City Clerk's Office or to the City Manager so as to avoid delay in reviewing and processing the request. Requests can be made by contacting City Hall at (626) 430-2200, via email to the Chief Deputy City Clerk Laura Nieto <[email protected]>, or by mailing such a request to the City Clerk's Office located in Irwindale City Hall (505 N.

Irwindale Avenue, Irwindale, CA 91706. Note that if you contact the City Clerk's Office via mail, you need to make the request early enough that a response can be timely provided.

3. Your request for an accommodation must provide the following information:
(a) What accommodation? We need to !mow the type of accommodation you are seeking, and/or how the accommodation will allow you to access and participate in the meeting. You are not required to disclose the particular disability, instead a general statement of explanation will suffice. You may, but are not required to, submit a letter from a physician to the effect that the requested accommodation is required for you to access and participate in the meeting. (b) Contact information. You must give staff current contact information so they can respond in a timely manner. This can be a mailing address, an email address, or telephone number, for example. Note that if only a mailing address is provided, you need to make the request early enough that a mailed response can be timely provided.
( c) Which meeting or meetings? Please specify if the accommodation is requested for a specific meeting, or for all or a series of meetings before a particular body.

Procedures for Citv Staff:

A. Any staff member who receives, or believes they may have received, an accommodation request, will promptly relay the request and the requestor' s contact information to the City Clerk, City Manager, or City Attorney.

B. The City Attorney's Office may be requested to assist in the review ofrequests, and assist staff in providing a response to the requestor as soon as practicable.

C. All reasonable accommodation request responses shall be provided in writing, when such written response can be transmitted in a timely manner prior to the start of the specific meeting. Otherwise, the response will otherwise be provided orally. Responses will identify whether the accommodation is granted or granted in the alternative, and any instrnctions necessary to access the accommodation. If denied the response will identify and the grounds for denial. City staff will document requests and responses provided orally.

D. The law requires that all doubt be resolved in favor of accommodations. Staff will make reasonable efforts to communicate with requestors to obtain clarifications or to discuss whether alternative accommodations will be viable.
01005.0001/840362. I
lZI City Council
DSuccessor Agency
D Housing Authority
I CC Item 1M
Cityef .._ _______ _,

IRWINDALE
D Reclamation Authority AGENDA REPORT
DJoint Powers Authority
Date: December 14, 2022
To: Honorable Mayor and Members of the City Council
From: Theresa Olivares, Assistant City Manager
Issue: Award of Contract to VectorUSA for the Security Surveillance System & Installation
City Manager's Recommendation:

That the City Council adopt Resolution No. 2022-125-3375 entitled, "A RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF IRWINDALE WAVING THE FORMAL BIDDING

PROCEDURES PURSUANT TO IRWINDALE MUNICIPAL CODE SECTION

3.44.0SO(E), AUTHORIZING THE ISSUANCE OF A PURCHASE ORDER AND

AUTHORIZING THE ASSISTANT CITY MANAGER TO EXECUTE A CONTRACT TO

VECTORUSA, AUTHORIZING A CARRYFORWARD OF FUNDS, AND

APPROPRIATING ADDITIONAL FUNDS FOR THE PURCHASE AND EQUIPMENT INSTALLATION OF THE SECURITY SURVEILLANCE SYSTEM & INSTALLATION." Administrative Action:

Prepared by:

Jeff Wagner, IT Manager
(626) 430-2258
Submitted by:

Theresa Olivares, Assistant City Manager
Reviewed by:

Adrian R. Guerra, City Attorney
Kambiz Borhani, Finance Director I City Treasurer
Approved by:

Theresa Olivares, Assistant City Manager
Electronically Approved

Background and Analysis:

In May 2021, Council received a status report on the video surveillance systems installed throughout City facilities; highlighting deficiencies with the current system.

Specifically, several of the cameras located within the Police Department, City Hall and Dan Diaz Recreation Center were failing, nonoperational, and unable to archive the state mandated 365 days of video storage. In June 2021, the City Council approved staff's Centralized Video Surveillance System report recommending camera replacement at the Police Department, City Hall, and Dan Diaz Recreation Center, and requested camera installation at all City facilities, Irwindale Park, and Jardin De Roca Park. Additionally, Council appropriated $400,000 to initiate the project, and directed staff to begin working on the project scope and release an RFP for the project.

Staff completed the RFP scope in January 2022 and released the RFP February 7, 2022. The scope included the facility improvement project approved in FY 2021-22 to upgrade/install an Access Control System within the Police Department and City Hall, allowing for security integration between the two systems. The scope also included an upgrade to the City's fiber optic infrastructure. A site walk was conducted, proposals were received, and interviews were conducted; however due to inconsistencies in the proposal and legal counsel's recommendation, staff withdrew the RFP on May 10, 2022.

As staff revised the RFP, staff visited multiple public safety agencies and talked to surrounding IT Managers to assess the capabilities of various systems. It was evident during the meetings that the Verkada, Inc. (Verkada) surveillance camera system demonstrated the ability to meet the City's needs, is recognized as a leader in the security surveillance industry, and is the only company with the technological advancement in hybrid cloud-based access and storage. The technology deployed by Verkada will allow the City to be flexible and in compliance, and no server storage upgrade would be required if the number of cameras increases in the future. The assessment of the Verkada system was affirmed by Interim Chief Castro upon him joining the team.

Irwindale Municipal Code Section 3.44.080 (E) states that the city council can dispense with bidding when cooperative purchasing provides an advantage of large-scale buying may be obtained. Due to the purchasing power of a large entity, such as Oregon Educational Technology Consortium (OETC), local governments realize substantial discounts on purchases that apply to these contracts. The selection of VectorUSA (Vector), a designated Verkada Solutions provider was made based on the quote provided to staff and the a the award of contract OETC-21 B-Camera&Video-Vetkada on June 24, 2021, with an expiration date of June 23, 2024 The final pricing for the Verkada security system is $576,436.75. The final proposed rates include 93 cameras capable of the 365- day on board recording cameras (10-year warranty), 3-year licensing software, and cloud storage.

The City conducted a three (3) month demo of the Verkada system, allowing staff test out every aspect of the hardware and software. Upon completion of the demo Verkada assigned a certified Verkada partner, Vector, to provide the consultation, Page2
planning, and site plan/walk through of all City facilities to determine the size and scope of the project. A series of collaborative meetings were conducted with City IT, and Police Command Staff.

Staff verified Vector's references and found their past performance on jobs of similar size and scope of work to be exemplary. Vector has performed similar work for the cities of Fontana, Riverside, and Palm Desert. Staff also verified Verkada's references and all the clients expressed their satisfaction with the system.

Fiscal Impact:

Total cost for the project is $691,724.10 ($576,436.75 + $115,287.35 (20% contingency)).

Staff is recommending splitting this cost between General Fund ($451,674.91) and Mining Impact Fund $240,049.19 respectively.

The adoption of Resolution No. 2022-125-3375 authorizes: 1) carryforward of the remaining balance of the $400,000 budget appropriated by the City Council back on June 9, 2021, and $60,000 budgeted for the "City Hall & PD Access Control System" in Fiscal Year (FY) 2021-2022 to FY 2022-2023, 2) amend FY 2022-2023 adopted budget by appropriating an additional $240,049.19 from Mining Impact Fund reserve account.

Attachment(s):

1. Resolution No. 2022-125-3375

2. Contract Service Agreement

RESOLUTION NO. 2022-125-3375

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE WAVING

THE FORMAL BIDDING PROCEDURES PURSUANT TO IRWINDALE MUNICIPAL CODE SECTION 3.44.0SO(E), AUTHORIZING THE ISSUANCE OF A PURCHASE

ORDER AND AUTHORIZING THE ASSISTANT CITY MANAGER TO EXECUTE A

CONTRACT TO VECTORUSA, AUTHORIZING A CARRYFORWARD OF FUNDS,

AND APPROPRIATING ADDITIONAL FUNDS FOR THE PURCHASE AND

EQUIPMENT INSTALLATION OF THE SECURITY SURVEILLANCE SYSTEM & INSTALLATION.

WHEREAS, the current security cameras throughout the Police Department, City Hall and Dan Diaz Recreation facility are obsolete and have begun to fail. Citywide, the City has fifty-three (53) closed Circuit Television cameras installed. The video recorded from these aging analog cameras is stored on multiple consumer grade video records utilizing mechanical hard drives; and
WHEREAS, new technology has made the current camera systems obsolete; and
WHEREAS, Government code 34090.6, states any routine video monitoring must be retained for one year. "Routine video monitoring" means video recording by a video or electronic imaging system designed to record the regular and ongoing operations. The system installed shall be capable of storing a minimum of 365 days of storage for each camera; and
WHEREAS, Irwindale Municipal Code ("IMC") Section 3.44.0BO(E) states that the City Council can dispense with bidding when "through cooperative purchasing with the state, the county, and other public agencies, the advantages of large-scale buying may be obtained"; and
WHEREAS, staff proposes to contract with VectorUSA to install all new cameras and cabling of a hybrid cloud-based access and storage by a cooperative purchase through the Oregon Educational Technology Consortium (OETC), a consortium created to negotiate educational technology contracts that are backed by RFPs and comply with local and state laws in Oregon, Washington, Idaho, Montana, Nevada, California, Alaska and Hawaii; and
WHEREAS, education and government entities, as well as nonpublic schools and nonprofit organizations, may participate with OETC as a participating agency for cooperative purchases; and
WHEREAS, the selection of VectorUSA (Vector), a designated Verkada Solutions was made based on the quote provided to staff and the a the award of contract OETC-21 B-Camera&Video-Vetkada on June 24, 2021, with an expiration date of June 23, 2024; and
Resolution No. 2022-125-3375

WHEREAS, the total cost for the project is $691,724.10 ($576,436.75 + $115,287.35 (20% contingency)). Staff is recommending splitting this cost between General Fund ($451,674.91) and Mining Impact Fund (MIP) $240,049.19 respectively; and
WHEREAS, the City Council now desires to dispense with formal bidding procedures pursuant to IMC section 3.44.080(E), authorize the issuance of a purchase order to, and execution of a purchase agreement with, VectorUSA, to purchase and install ninety-three (93) Verkada cameras, five (5) Verkada viewing stations with 65" wall mounted television, Verkada Access Control solution for sixteen (16) doors located at the Irwindale Police Department and Irwindale City Hall with Electrified Door hardware and card readers, 12-strand single-mode OS2 indoor/outdoor armored fiber optic cable from the City Hall security operation center (SOC) to each city facility network closet.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF IRWINDALE, CALIFORNIA, HEREBY RESOLVES, DETERMINES, AND ORDERS AS FOLLOWS:

SECTION 1. The City Council hereby finds the Recitals above true and correct and incorporates them herein by this reference.

SECTION 2. The City Council hereby finds that a cooperative purchase through OETC, a consortium created to negotiate educational technology contracts that are backed by RFPs and comply with local and state laws in Oregon, Washington, Idaho, Montana, Nevada, California, Alaska and Hawaii, is authorized pursuant to Irwindale Municipal Code Section 3.44,080(E).

SECTION 3. The City Council of the City of Irwindale hereby waives the formal bidding process pursuant to Irwindale Municipal Code Section 3.44.080(E) and authorizes the issuance of a purchase order to VectorUSA.

SECTION 4. The City Council of the City of Irwindale hereby authorizes a carryforward of the remaining balance from the $400,000 appropriated by the City Council in June 2021 and $60,000 budgeted in FY 2021-2022 for the "City Hall & PD Access Control System" to FY 2022-2023
SECTION 5. The City Council of the City of Irwindale appropriates funding in the amount of $240,049.19 from the Mining Impact Fund reserve account.

SECTION 6. The City Council of the City of Irwindale hereby authorizes the Assistant City Manager to enter into a purchase agreement with VectorUSA, in the amount of $576,436.75 with a 20% contingency in the amount of $115,287.35, which totals $691, 724.10 to purchase and install ninety-three (93) Verkada cameras, five (5) Verkada viewing stations with 65" wall mounted television, Verkada Access Control solution for sixteen (16) doors located at the Irwindale Police Department and Irwindale City Hall with electrified door hardware and card readers, 12-strand single-mode OS2 Resolution No. 2022-125-3375

indoor/outdoor armored fiber optic cable from the City Hall security operation center (SOC) to each City facility network closet.

SECTION 7. The Chief Deputy City Clerk shall certify the adoption of this Resolution which shall, in turn, have immediate effect.

PASSED, APPROVED and ADOPTED this 141h day of December 2022.

Larry G. Burrola, Mayor
Resolution No. 2022-125-3375

ATTEST:

Laura M. Nieto, MMC
Chief Deputy City Clerk
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES } ss.

CITY OF IRWINDALE }
I, Laura M. Nieto, Chief Deputy City Clerk of the City of Irwindale, do hereby certify that the foregoing Resolution No. 2022-125-3375 was duly and regularly passed and adopted by the City Council of the City of Irwindale at its regular meeting held on the 14th day of December 2022, by the following vote:

A YES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

Laura M. Nieto, MMC
Chief Deputy City Clerk
Resolution No. 2022-125-3375
Page4
Prepared For:

Project Description:

Prepared By:

Vector Resources, Inc dba VectorUSA
8647 E 9• St., Rancho Cucamonga, CA 91730
City of Irwindale
Jeffrey Wagner
5050 N Irwindale Avenue
Irwindale, CA 91706
Security Surveillance System & Installation
Proposal 3, V.2 -Verkada 3-Year
Matthew Drulias
Account Executive
(310) 916-1076
[email protected]
Lane Werley
Estimator
[email protected]
VRN 109302-005
December 8, 2022
Confidential
21Page
Table
Cover Letter .................................................................................................................................................................. 3 Company Overview ...................................................................................................................................................... 4 Statement ofWork ........................................................................................................................................................ 5 Surveillance Installation ........................................................................................................................................... 5 Overview ............................................................................................................................................................... 5 Cameras and Mounts ............................................................................................................................................ 5 Servers, Storage and Licensing ............................................................................................................................. 5 Viewing Station and Displays ............................................................................................................................... 5 Switching .............................................................................................................................................................. 6 Power .................................................................................................................................................................... 6 Connectivity .......................................................................................................................................................... 6 Point-to-Point Wireless ......................................................................................................................................... 6 Pathway ................................................................................................................................................................. 6 Access Control Installation ....................................................................................................................................... 7 Overview ............................................................................................................................................................... ? Door Controller Hardware .................................................................................................................................... 7 Card Readers ......................................................................................................................................................... 7 Electrified Door Hardware .................................................................................................................................... 7 Power .................................................................................................................................................................... 8 Connectivity .......................................................................................................................................................... 8 Pathway ................................................................................................................................................................. 8 Intercom Installation ................................................................................................................................................. 8 Backbone Fiber Installation ...................................................................................................................................... 9 Optional Fiber Run ................................................................................................................................................... 9 Assumptions ........................................................................................................................................................... 10 Exclusions ............................................................................................................................................................... 10 Project Parameters I Caveats ....................................................................................................................................... 11 Price Guarantee ........................................................................................................................................................... 12 Lead Time Disclaimer ................................................................................................................................................ 12 Project Pricing ............................................................................................................................................................ 13 Warranty ..................................................................................................................................................................... 16 Maintenance and Managed Services ............................................................................................. , ............................. 17 Terms & Conditions ................................................................................................................................................... 18 Signature & Acceptance ............................................................................................................................................. 21 Appendices ................................................................................................................................................................. 22 Backbone Fiber Drawing ........................................................................................................................................ 22 VectorUSA I 8647 E 9th St., Rancho Cucamonga, CA 91730 l Confidential 31Page
Jeffrey Wagner
Director of Information Technology
City of Irwindale
5050 N. Irwindale Avenue
Irwindale, CA 91706
Dear Mr. Wagner,
On behalf of Vector Resources, dba VectorUSA, I am pleased to submit this proposal for the upgrade of the Video Surveillance and Access Control for the City of Irwindale. Our proposal is based upon careful review of all documents provided by the City of Irwindale, along with notes collected during site walks and additional calls.

VectorUSA has included in our proposal all necessary costs for procurement and implementation of new Cameras and Access Control protect city resources. It is always VectorUSA's approach to offer "best of breed" technologies to provide the best value for our clients, and we believe a Verkada camera and access control solution to be the best option due to its robust yet simple cloud-based platform.

Our team has been successful in providing all necessary equipment, labor, and services to design and implement Video Surveillance and Access Control for cities across Southern California - we attribute our success to being adaptable and self-sufficient. VectorUSA has a staff of dedicated Project Managers with extensive backgrounds and experience working with cities, which allows us to complete projects in any reasonable time frame desired and assist with any questions or concerns that may arise during implementation.

On behalf of VectorUSA, I would like to thank you for your consideration and the opportunity to submit this proposal. We look forward to working with your team to protect the people and assets of City of Irwindale.

Respectfully,
Matthew Drulias
Account Executive
(310) 436-1076
[email protected]
VectorUSA I 8647 E 9ili St., Rancho Cucamonga, CA 91730 I Confidential 41Page
VectorUSA's corporate vision is to become the unsurpassed standard in "connecting people to information and the world." We build our business one customer at a time through our family of dedicated employees providing reliable, high quality communications designs and solutions that exceed our customers' expectations.

Headquartered in Torrance, CA, with offices in San Diego, CA, Rancho Cucamonga, CA, Scottsdale, AZ and Charlotte, NC, VectorUSA maintains an industry-wide reputation for delivering the highest quality products and services while executing projects on time and on budget in all types of production environments.

VectorUSA employs more than 350 people trained and certified to support the products and services we offer.

Through continuous training and education, we maintain numerous certifications in the areas of Data Center Design and implementation, Collaboration I Video Conferencing, Unified Communications I VoIP, Cloud, Network Infrastructure, Wireless Networking, Cyber Security, Physical Layer - Fiber and Copper Infrastructure, Surveillance & Analytics, Access Control as well as Commercial and Professional Audio-Visual Systems.

Customer service and support is paramount; to provide the best service possible, VectorUSA has two network operation centers one in California and another in North Carolina. This allows us to provide 24/7 /365 coverage to our clients.

VectorUSA has established partnerships with the industry leading manufacturers included in our products and service portfolio. Our partnerships include Cisco Gold, Cisco Data Center Architecture, Cisco Collaboration Architecture, HP Enterprise /Aruba Platinum, Microsoft, VMWare, Veeam, Fortinet, Qognify, Milestone Gold, Avigilon, Axis, Hanwa Gold, Siemon Company, CommScope, Corning, Sumitomo, Hitachi, Crestron, Extron as well as other industry leading manufacturers.

VectorUSA / 8647 E 9th St., Rancho Cucamonga, CA 91730 I Confidential SjPage
Surveillance Installation
Overview
VectorUSA will provide a new surveillance system, replacement access control system, replacement intercom system, and new backbone fiber cabling for the City of Irwindale. VectorUSA has used Los Angeles County prevailing wage labor rates in this proposal.

VectorUSA has used prices in accordance with the Oregon Educational Technology Consortium contract: OETC-21BCamera&Video-Verkada. This contract has been used to facilitate the procurement of Verkada hardware and professional installation services for Cities, Counties, and School Districts in the state of California and the United States.

Cameras and Mounts
VectorUSA will provide and install a total of ninety-three (93) new Verkada cameras. The camera models and types to be installed are as follows:

Outdoor Cameras
• (4) Verkada CD42-E -SMP Outdoor Fixed Dome w/ IR- (4) Surface Mount • (23) Verkada CDS2-E-SMP Outdoor Dome w/ IR-(10) Wall Mount, (4) Surface Mount, (9) Pole Mount • (1) Verkada CBSl-E -SMP Outdoor Bullet w/ IR- (1) Pole Mount • (1) Verkada CBSl-TE - SMP Zoom Outdoor Bullet w/ IR- (1) Wall Mount • (S) Verkada CF81-E -12MP Outdoor Fisheye w/ IR- (S) Tilt Mount Indoor Cameras
• (4) Verkada CM41-SMP Indoor Mini Dome w/ IR- (4) Surface Mount • (SO) Verkada CD42 -SMP Indoor Dome w/ IR- (SO) Surface Mount • (4) Verkada CDS2 - SMP Indoor Dome w/ IR - (4) Surface Mount Camera numbers and locations are shown in the created IPVM drawings that can be provided separately from this proposal document. Camera views will be configured by VectorUSA with the direction of the end user main point of contact. A lift will be required to reach the cameras on the poles in this design.

Servers, Storage and Licensing
Ninety-three (93) 3-Year Verkada camera licenses will be provided to add the new cameras to the cloud-based video management software (VMS). All SMP cameras listed above will have 36S days of recording on the camera and the five fisheye cameras will have 90 days retention on the camera with an added 36S days of cloud storage licensing forthree (3) years.

Viewing Station and Displays
Five (S) Verkada viewing stations will be provided and installed on five (S) 6S" ViewZ displays that will be wall mounted within the security operations center (SOC). The viewing stations will present a live view of the cameras and the city can customize the live camera tile configuration as they need. The walls are assumed to be properly braced and have existing power outlets for the displays available. It is assumed the existing SOC will be used for the live viewing portion of the VMS and will access the views through the web browser. The size of the displays will be confirmed with the end user main point of contact on the initial job walk as it is assumed a few of the displays will need to be smaller to fit the mounting locations. These changes will be addressed with a written change order.

VectorUSA I 8647 E 9m St., Rancho Cucamonga, CA 91730 I Confidential 61Page
Switching
VectorUSA assumes there will be existing switches with PoE capability to connect the new cameras or new ones will be provided by the end user per the old RFP specifications and sticking with that design.

Power
VectorUSA assumes there will be existing switches with PoE capability to connect the new cameras to or new ones will be provided by the end user. None of the new cameras will require power injectors or dedicated power. It is also assumed there will be existing power to connect the new servers and the power will be redundant or will have failover to a UPS.

VectorUSA will extend existing power at the Jardin de Roca Park pole to the new camera and wireless radio.

VectorUSA will provide a small power supply in a pole mounted box that will connect to the camera and radio on the pole. It is assumed the power will not require a stepdown transformer and it is not switched power.

Connectivity
VectorUSA will provide and install new Category 6 copper cable to connect to the new cameras. Cables will have a permanent link between the patch panel in the IT Closet and a surface mount box near the camera location. Patch cords will be installed on each side with one connecting to the camera from the surface mount box and one connecting to the existing switch from the patch panel. Patch panels will be supplied by the end user and will be installed by VectorUSA. It is assumed the patch panels will be populated with jacks.

Point-to-Point Wireless
VectorUSA will provide, install, and configure one (1) wireless point-to-point link between the main building at Jardin de Roca Park and camera #90 out on a pole by the tennis court. There is existing power that will be brought to the Fluidmesh Ponte 50 wireless radio and the camera on that pole by VectorUSA.

Pathway
VectorUSA has included pathway to any cameras that needs to be installed on a pole, and cameras that need to be installed on an external wall of a building to be offset away from the penetration made in the building.

VectorUSA I 8647 E 9ili St., Rancho Cucamonga, CA 91730 I Confidential 71Page
Access Control Installation
Overview
VectorUSA will provide and install all components for a new Verkada Access Control solution that will start by including sixteen (16) doors on the system and will integrate with the Verkada VMS ecosystem.

Door Controller Hardware
VectorUSA will provide and install four (4) new Verkada access control 4-door panels in the IDFs in the City Hall/Police Department building. Each controller includes room for four doors which will give room for sixteen total doors for the building. The controllers will be automatically updated via the cloud and will be managed remotely through the Verkada software. Cameras can be integrated to the doors so a video can be linked to the badge swipe at a door. Door numbers and location are provided in Table 1.

Sixteen (16) Verkada door licenses will be provided to add the doors/readers to the Verkada cloud-based software.

Card Readers
VectorUSA will provide and install sixteen (16) new Verkada card readers to be installed on fourteen (14) doors.

One (1) door will be a roll-up gate and will not require a reader, and two (2) other doors will require an entry and exit reader. There was found to be room to add one additional door to the Verkada panel, so VectorUSA has included the material and licensing to fill the four panels. (100) Verkada access control cards will be provided with the new system. The above doors and placement of readers will be confirmed on the initial site walk.

Electrified Door Hardware
VectorUSA will provide and install nine (9) new electrified door strikes for the doors as specified in Table 1 and listed in blue. Electrified door hardware was chosen based on door type, existing door hardware, and size of the door. It was assumed all the existing door hardware could be used for this project. If it is found out onsite that the door hardware is broken and needs to be replaced, the adjustment will be addressed via a written change order. From the second site walk conducted for the Verkada solution, seven (7) new exit devices will be added and installed on doors 2, 8, 9, 10, 14, 15, and 16 shown below in red. Based on information gathered from the second site walk, the door strikes on those doors will remain in the proposal to cover the rest of the doors with existing locks. The existing locks are assumed to need to be replaced.

Table 1 ·Table list of doors to be connected to the new Access Control System+ Door Hardware Door# Location/Description Locking Hardware
1 PD Parking Lot Gate Existing Lock
2 PD Back Parking Lot Door Existing Lock (New Exit Device added) 3 Sally Port Gate Roll-Up Gate Existing
4 Sally Port Jail Door Existing Lock (TBD)
5 Evidence HES 1600-CS-630-LM
6 Jail to PD Interior HES 4500C-630-LBM
7 Armory Door HES 1600-CS-630-LM
8 Men's Locker Exterior Existing Lock (New Exit Device added) 9 PD Chamber Door (New Exit Device)
10 PD Lobby Inner Door Existing Lock (New Exit Device added) 13 City Hall Kitchen HES 4500C-630-LBM
14 City Hall East by IT Svr Room (New Exit Device)
15 City Hall East by Admin (New Exit Device)
16 City Hall South (New Exit Device)
VectorUSA I 8647 E 9ili St., Rancho Cucamonga, CA 91730 I Confidential 81 Page ____________ _
A post award site walk will be done to confirm all door hardware part numbers, so they fit the existing doors. The existing sally port door will need to be analyzed on the initial walk as it is difficult to tell what locking hardware will work the best for this door. All the doors will receive an initial kick-off walk to confirm door sizes, thicknesses, pathway, and other items. All door hardware counts will be solidified on that walk and an adjustment to the hardware items will be submitted.

Power
VectorUSA will provide and install three (3) new Altronix wall mount power supplies that will power the new and existing (if used) door hardware for the access control system. VectorUSA assumes there is existing power near the open space where the new wall mount power supplies and access control panels will be installed.

Connectivity
VectorUSA will provide and install the following cables to each door for the access control hardware:
• 18 AWG 6 Strand Plenum Shielded Cable
• 22 AWG 4 Strand Plenum Shielded Cable
• 18 AWG 4 Strand Plenum Unshielded Cable
VectorUSA assumes existing pathway to the interior doors is existing for the doors listed above. Pathway around the door to reach the door hardware on the exterior doors that do not have open walls will be provided and installed by VectorUSA.

Pathway
VectorUSA assumes existing pathway to the interior doors is existing for the doors listed above. Pathway around the door to reach the door hardware on the exterior doors that do not have open walls will be provided and installed by VectorUSA.

Intercom Installation
VectorUSA will provide and install a new intercom system that can be integrated with existing workstations or can be connected via SIP protocol to existing IP based phones. The intercoms will have audio and video and there are cameras to be installed to view the areas near the intercoms. VectorUSA will provide and install three (3) Axis (P/N:
01995-001) IP Network Video Intercoms that will replace three (3) existing intercom units. The connection to the door hardware and automatic door motors will be connected to the relay so the doors and locks can be triggered to open. The goal is to use the upcoming Verkada intercom that has not been released yet. The existing pedestals and pathway out to them will need to be analyzed per discussions had with the end user main point of contact.

VectorUSA I 8647 E 9th St., Rancho Cucamonga, CA 91730 I Confidential 9IPage
Backbone Fiber Installation
VectorUSA will provide and install new backbone fiber to run between the MDF and IDFs through the City of Irwindale City Hall Campus. The new fiber will be Corning 12-strand single-mode 052 indoor/outdoor armored cable (P/N: 012E8P-31131-A3) and each end will terminate into the IDF as labeled in the provided "Facility Diagram & Fiber Optic Cable Path" that is include in the Appendix at the end of this proposal document. Each segment depicted on the drawing will be continuous and will not be spliced at any midpoint between the IDFs. The fiber will terminate on each end into fiber splice cassettes (P/N: CCH-CS12-A9-POORE) that will be mounted into Corning CCH enclosures (P/N: CCH-OlU or CCH-02U) in each MDF/IDF.

Optional Fiber Run
There is one (1) segment on the fiber optic backbone diagram in blue that is meant to be an optional part of this proposal. VectorUSA has included this fiber run broken out from the rest of the proposal as an optional part of this project. One fiber segment will terminate in the IDFs of the Senior Center and the Public Works Engineering and Planning building with a splice cassette on each end. A site walk will take place prior to the start of the project to look at this section of pathway to make sure the fiber pull can be done.

VectorUSA I 8647 E 9• St., Rancho Cucamonga, CA 91730 I Confidential !OIPage
Assumptions
• VectorUSA assumes patch panels will be provided by the end user and will be installed by Vector. • The patch panels are assumed to be populated with jacks for copper termination. • VectorUSA assumes the existing SOC will be used to setup the new VMS and live viewing access will be established through that room.
• VectorUSA assumes proper access will be given to the rooms and locations required in this project. If any delays occur in receiving access to buildings, it will need to be addressed via a written change order. • VectorUSA assumes the existing locks are in working order and useable for this project, if they are found out to be broken onsite, they will need to be changed out. • VectorUSA assumes there is enough rack space to install the new access control power enclosures. • VectorUSA assumes all existing switches are PoE and have enough open ports for the new cameras. • VectorUSA assumes the underground pathway for the new backbone fiber has enough room for the new fiber cable segments.
• VectorUSA assumes SFPs for the existing switches will be provided by others. • VectorUSA assumes grounding is existing and no grounding will be provided in this project. • VectorUSA assumes there is proper bracing of the wall where the displays will be installed. • VectorUSA assumes there is existing power on the walls in the locations where the displays will be installed. • VectorUSA assumes a new internet line will be brought to Jardin De Roca Park in the main building so the wireless point-to-point solution from the City Hall/Police radio tower will not be needed or included in this proposal.
• VectorUSA assumes an initial walk will take place to look at the fiber run pathway and note any issues if found to the city.
• VectorUSA assumes the walls are properly braced to receive the install of the new displays and there are existing power outlets to connect to for the displays.

If any of the above assumptions are found to be incorrect, the adjustment to the project will be submitted in the form of a written change order.

Exclusions
• VectorUSA excludes providing any electrical for the MDFs or IDFs. • VectorUSA excludes providing PD Us or UPSs.
• VectorUSA excludes any work that will require road closures. • VectorUSA excludes providing any new poles or underground pathway as it is to be provided by the city or others.

VectorUSA / 8647 E 9" St., Rancho Cucamonga, CA 91730 I Confidential 111Page
Change Order: Any work that is added to or deleted from the original scope of this proposal that alters the original costs or completion date must be agreed upon by both parties in the form of a written change order.

Proprietary Information: The information contained in this document is proprietary to VectorUSA and intended to be used as evaluative and I or bidding information only. No part of this document may be disclosed, reproduced and/or distributed to anyone except the listed recipients within this package without written permission from VectorUSA.

Add & Delete: Any additional work requested outside of the scope of work will be considered as separate work and addressed in
the form of a written change order. This proposal is not to be used as an "add & delete" schedule.

Defective Materials: If, due to problems with the existing hardware and/ or materials provided by the client or other third parties, here is a delay and I or VectorUSA is unable to perform the work outlined in the scope of work it will be addressed in the form of a written change order.

Extraordinary Service: Certain additional charges related to extraordinary levels of support or out-of-pocket costs incurred by VectorUSA, through no fault of its own, shall be reimbursed to VectorUSA by the client under this agreement.

Examples of costs reimbursable under this section include, but are not limited to 1) shipping expenses related to unusual site handling fees (e.g., extra distance, no loading dock, extra stairs, extra demurrage charges); 2) storage or special handling expenses incurred if an installation site is not able to accept delivery as scheduled; 3) expenses incurred by VectorUSA to resolve network compatibility issues caused by a client's election to substitute nonVectorUSA provided equipment or services; and 4) expenses incurred by VectorUSA for additional installation time and I or materials caused by a site not being prepared as called for in this proposal. VectorUSA shall promptly notify the client in writing of such charges. Notification will be provided, when feasible, prior to the incurrence of such charges, unless circumstances preclude such prior written notification (by way of example, but not limited to, unusual site handling charges). Provided the incurrence of such charges is not due to VectorUSA's fault or negligence, VectorUSA shall be entitled to an equitable adjustment in the prices herein, the delivery schedule, or both, to reflect such charges and any related delay.

Schedule: VectorUSA plans to implement this project in a continuous fashion or following the base lined schedule if submitted as part of this project. If delays or changes are introduced that are outside of VectorUSA's control, and those changes result in additional cost those costs will be addressed in the form of a written change order.

Delays: The client must provide five (5) working days advance notice of any delays that will impact this project. If proper notice is not provided VectorUSA reserves the right to issue a work stoppage change order. Additionally, idle time incurred due to the absence of required escorts, clearance, permits, inability to enter the workplace, delays by other trades or other factors beyond VectorUSA's control will be addressed in the form of a written change order.

Workdays I Overtime: All work will be performed during VectorUSA's standard business hours of 7am - Spm, Monday- Friday, or as specified in the statement I scope of work. If changes to the stated work hours are required due to conditions outside of VectorUSA's control result in additional cost those costs will be addressed in the form of a written change order.

VectorUSA / 8647 E 9ili St., Rancho Cucamonga, CA 91730 I Confidential 12 IP age
Asbestos/ Hazardous Environments: VectorUSA assumes that its installation teams will be working in areas that do not contain asbestos or any other hazardous material that would require additional time or alternative installation procedures. It is the responsibility of the client to provide written notification to VectorUSA of any asbestos contained material (ACMs) in or around the area of the project prior to the start of a project. If ACMs are present prior to job commencement or if ACMs are encountered during the project, additional cost, damages and/ or delays attributed to necessary procedures for working in this environment will be the client's responsibility.

Ceiling Tile: VectorUSA exercises care in the removal, storage, and reinstallation of existing (used) ceiling tiles:
however, Vector accepts no liability for any incidental damages that may result from the handling of ceiling tiles.

Office Furniture: VectorUSA is not responsible for disassembling or moving desks or other office furniture to gain proper access to perform work.

Storage Area: The client shall provide a secured storage area onsite for VectorUSA's materials and tools. If adequate space is not provided, or the cost of temporary storage is not included in our proposal that cost will be addressed in the form of a written change order.

Coring: If any coring, x-ray, or sonar inspections are necessary that are not specifically included in our proposal, it will be addressed in the form of a written change order.

Existing Conduit: The client is responsible for ensuring that existing conduit/ pathway that may be used for this project is installed and utilized in accordance with NEC requirements, have adequate space available for addition of new cables, will not exceed 60% fill ratio after new cables have been added, and are free of obstructions, blockages, and I or defects. If existing conduits I pathways to be used for this project need to be brought into compliance with current code and standards, VectorUSA can assist the client with this work if the client requests such assistance and those costs can be addressed in the form of a written change order.

Existing Cable: VectorUSA has not confirmed that the existing cable infrastructure is usable (e.g., undamaged, labeled, correct pin configurations, etc.). If pretesting or precertification is not included in our scope of work VectorUSA assumes no responsibility for existing cabling. If during installation it is found VectorUSA will inform the client. Troubleshooting and resolution services are available if needed and can be addressed in the form of a change order.

Due to the volatility in markets affecting material costs across all product lines we can only guarantee material costs for 45 days. If a purchase order is not received within the guaranteed window any increases will be addressed through a new proposal.
lead
At the time of this proposal lead time for the materials specified was up to 130 Days.

Lead times on material orders are verified at the time we submit our proposals based on our understanding of the anticipated project period of performance. With the current volatility in the market driven by supply and demand those lead times cannot be guaranteed past the date of the proposal. Lead times will be refreshed once a purchase order is received and if any items have lead times that impact the project timeline a Stakeholder notification will be sent. If needed alternative "equivalent" products may be discussed and if agreed upon substituted to maintain the desired period of performance.

VectorUSA I 8647 E 9ili St., Rancho Cucamonga, CA 91730 I Confidential 13IPage
Material Description Units Unit Price Material Labor Total

SURVEILLANCE
Verkada Cameras
Verkada C042 Indoor Dome Camera, SMP, Zoom Lens, 2TB of so 2,393.32 119,666.00 10,600.00 130,266.00 Verkada CD52 Indoor Dome Camera, 5MP, Zoom Lens, 2TB of 4 2,530.12 10,120.48 848.00 10,968.48 Verkada CB51-E Outdoor Bullet Camera, 5MP, Zoom Lens, 2TB of 1 2,461.72 2,461.72 318.00 2,779.72 Verkada CB51-TE Outdoor Bullet Camera, 5MP, Telephoto Zoom 1 2,530.12 2,530.12 318.00 2,848.12 Verkada C042-E Outdoor Dome Camera, 5MP, Zoom Lens, 2TB of 4 2,530.12 10,120.48 1,272.00 11,392.48 Verkada CD52-E Outdoor Dome Camera, 5MP, Zoom Lens, 2TB of 23 2,666.92 61,339.16 7,314.00 68,653.16 Verkada CF81-E Outdoor Fisheye Camera, 12MP, Fixed Lens, 2TB 5 2,324.92 11,624.60 1,590.00 13,214.60 Verkada CM41 Indoor Mini Dome Camera, 5MP, Fixed Lens, 2TB of 4 2,051.32 8,205.28 848.00 9,053.28 Verkada Mounts
Arm Mount 1 60.BB 60,BB 53.00 113.88
L~Bracket Mount 23 88.24 2,029.52 1,219.00 3,248.52
Verkada Angle Mount 7 101.92 713.44 371.00 1,084.44
Verkada Pendant Cap Mount 1 47.2 47.20 26.50 73.70
Pole Mount, 2nd Generation 11 148.92 1,638.12 583.00 2,221.12 Misc Mounting Hardware
3/4 IN x .030 x 100 FT Stainless Steel Strapping 2 115.2 230.40 212.00 442.40 Display Station
Verkada VX52 Viewing Station s 341.32 1,706.60 1,060.00 2, 766.60 65" 4k LED BLCK MTL BEZL 5 2,354.39 11,771.95 3,180.00 14,951.95 Low Profile TILT Wall Mount 5 101.03 505.15 2,120.00 2,625.15 Connectivity
Cat6 Plenum Green Cable 15,000 0.38 5,700.00 7,950.00 13,650.00 CAT6 Mini-Com Insert Green 93 10.56 982.08 1,314.40 2,296.48 1 Port Mini-Com Suliace Mount Off White 93 2.75 255. 75 821.50 1,077.25 1 ft CAT6 UTP Patch Cord, Green 93 8,03 746.79 821.50 1,568.29 7 ft CAT6 UTP Patch Cord, Green 99 10.23 1,012.77 874.50 1,887.27 Install City Provided Patch Panels 13 0 0.00 344.50 344.50 Terminate Copper Patch Panel Side 93 0 0.00 1,314.40 1,314.40 Testing & Labeling - Copper 93 0 0.00 1,314.40 1,314.40 Wireless Connectivity
Ponte 50 Wireless Bridge 1 859,04 859.04 424.00 1,283.04 Power
Extend Power from Existing Pole to Camera and Wireless Radio 1 330 330.00 2,560.00 2,890.00 Demo
Remove Existing Cameras 53 0 0.00 5,618.00 5,618.00
Professional Services
90 Day Camera Refocus Period 16 0 0.00 1,696.00 1,696.00 Sub-Total 254,657.53 56,985.70 311,643.23

ACCESS CONTROL
Verkada Access Control
Verkada AC41 4 Door Controller 4 1,230.52 4,922.08 848.00 5,770.08 Verkada AD32 Multi-format Card Reader 16 238.72 3,819.52 3,392.00 7,211.52 Verkada Proximity Access Control Cards, 100 Pack 1 409.72 409.72 318.00 727.72 Verkada 4AH Backup Battery for AC41 4 88.24 352.96 106.00 458.96 VeetorUSA / 8647 E 9ili St., Rancho Cucamonga, CA 91730 I Confidential _1:_4_1 P age
Material Description Units Unit Price Material Labor Total Door Hardware
4500C Complete Pacs for Latchbolt Locks 4 420.37 1,681.48 2,120.00 3,801.48 HES 1600 Electric Strike 2 348.45 696.90 1,060.00 1,756.90 HES 9400 Electric Strike 3 373.99 1,121.97 1,590.00 2,711.97 8800RIM EXIT DEV ELEC MON 36" 7 935.93 6,551.51 4,452.00 11,003.51 Armor Loop Cover 7 39.12 273.84 371.00 644.84
Remove Existing Door Hardware 7 0 0.00 1,484.00 1,484.00 Power
Pipe Power to Power Supplies 4 55 220.00 2,560.00 2,780.00 8 Fused Outputs Power Supply/Access Power Controller 3 274.99 824.97 954.00 1,778.97 Connectivity
18 AWG 6 Conductor Shielded Plenum Cable 500ft 3,000 0.33 990.00 954.00 1,944.00 22 AWG 4 Conductor Plenum Shielded 500 ft box 3,000 0.14 420.00 954.00 1,374.00 18 AWG 4 Conductor Unshielded Plenum Cable 500ft Box 3,000 0.21 630.00 954.00 1,584.00 Sub~Total 22,914.95 22,117.00 45,031.95

INTERCOM REPLACEMENTS
Remove Existing Intercoms 3 0 0.00 477.00 477.00
AXIS 18016-LVE Network Video Intercom 3 1,875 5,625.00 636.00 6,261.00 A9801 Security Relay 3 118.74 356.22 318.00 674.22
AXIS Tl8602 Wall Mount 3 147.49 442.47 318.00 760.47
Sub-Total 6,423.69 1,749.00 8,172.69

BACKBONE FIBER
12 Strand In/Out Interlocking Plenum Fiber 41500 2.36 10,620.00 9,937.50 20,557.50 12 Strand LC Singlemode CCH Splice Cassette 16 385 6,160.00 1,696.00 7,856.00 1 U Rack Mount Fiber Enclosure 7 236.5 1,655.50 742.00 2,397.50 2U Rack Mount Fiber Enclosure 2 283.8 567.60 212.00 779.60 JMPR 04LC/04LC DPLX SM ZPCD RISR 1 M 32 19.44 622.08 282.67 904.75 Testing & Labeling - Fiber 96 0 0.00 1,696.00 1,696.00
Sub-Total 19,625.18 14,566.17 34,191.35

PATHWAY
3/4" EMT Conduit 420 1.16 487.20 5,208.00 5,695.20
3/4 IN One Hole EMT Strap 90 0.41 36.90 240.00 276.90
3/4" EMT Compression Connector 32 1.07 34.24 853.33 887.57 3/4" EMT Compression Coupler 28 1.26 35.28 373.33 408.61 Two Gang Bell Box wt 3/4" knockout on three sides 24 21.18 508.32 1,920.00 2,428.32 2 Gang Bell Box Blank Cover 24 3.74 89.76 192.00 281.76 3/4" KO Seals for Bell Boxes 72 0.94 67.68 192.00 259.68 SS Deep Box w/ 3/4 IN 32 2.75 88.00 1,280.00 1,368.00
5s Blank Cover 32 1.17 37.44 409.60 447.04
12x12x8 NEMA 3R No Knockouts 3 136.35 409.05 752.00 1,161.05 3/4" Liquid Tight Flex 130 2.04 265.20 1,625.00 1,890.20 3/4" Liquid Tight Flex Connector 26 5.9 153.40 693.33 846.73 1 In One Hole EMT Strap 26 0.63 16.38 69.33 85.71
4x4ft 3/4" Plywood Fie Rated A·C Unpainted 2 150 300.00 320.00 620.00 Penetrations 24 22 528.00 5,088.00 5,616.00
Patching Labor 12 16.5 198.00 1,272.00 1,470.00
VectorUSA I 8647 E 9m St., Rancho Cucamonga, CA 91730 I Confidential ~l_l'-~ g e """""" ____
Material Description Units Unit Price Material Labor Total Cable Support Hardware 200 7.7 1,540.00 2,826.67 4,366.67 Sub-Total 4,794.85 23,314.60 28,109.45

VERKADA LICENSING
Verkada 3-Year Camera License 93 391.17 36,378.81 0.00 36,378.81 Verkada 3-Year Door License 16 426.79 6,828.64 0.00 6,828.64 Verkada 3-Year Viewing Station License 5 925.54 4,627.70 0.00 4,627.70 1-Year Cloud Storage License - 365 Day 15 854.29 12,814.35 0.00 12,814.35 Sub-Total 60,649.50 0.00 60,649.50

OPTIONAL FIBER RUN
12 Strand In/Out Interlocking Plenum Fiber 400 2.36 944.00 1,766.67 2,710.67 12 Strand LC Singlemode CCH Splice Cassette 2 385 770.00 212.00 982.00 1 U Rack Mount Fiber Enclosure 2 236.5 473.00 212.00 685.00 JMPR 04LC/04LC DPLX SM ZPCD RISR 1 M 4 22.09 88.36 35.33 123.69 Fiber Testing and Labeling 12 0 0.00 212.00 212.00
Sub-Total 2,275.36 2,438.00 4,713.36

PROFESSIONAL SERVICES
VMS Configuration 1 0 0.00 4,160,00 4,160.00
Intercom Configuration 1 0 0.00 2,080.00 2,080.00
Access Control Configuration 1 0 0.00 3,120.00 3,120.00 Wireless PtP Configuration 1 0 0,00 1,280.00 1,280.00
Sub-Total 0.00 10,640.00 10,640.00
MISC. INSTALLATION MATERIALS
Indoor Lift 1 701.55 701.55 424.00 1,125.55
Miscellaneous Materials 1 12,076 12,076.00 0.00 12,076.00 Sub-Total 12,777.55 424.00 13,201.55

VECTOR SERVICES
Training 1 0 0.00 1,040.00 1,040.00
Site Survey/ Engineering 1 0 0.00 1,040.00 1,040.00
Documentation 1 0 0.00 680.00 680.00
Mobilization 1 0 0.00 1,520.00 1,520.00
Project Management 1 0 0.00 22,720.00 22,720.00
Sub-Total 0.00 27,000.00 27,000.00
PROJECT 5U8·TOTAL 384,118.61 159,234.47 543,353.08
SALES TAX 33,083.67
PROJECT TOTAL 576,436.75
VectorUSA I 8647 E 9ili St., Rancho Cucamonga, CA 91730 I Confidential 16 j P age
VectorUSA provides, for all work completed under this contract our Vector USA warranty. This warranty coverers all workmanship for a period of one year unless specifically extended in writing as part of this agreement.

While this agreement extends the manufacturer's warranty for all items installed that warranty does not include labor required to replace, return, remove, install, or configure those items. If a product or item requires replacement under the manufacturer's warranty VectorUSA will provide the labor to replace that item on a time & material basis. Materials covered under that warranty will be provided under the warranty, if any additional supporting materials are required that are not covered, they would be billed.

Please note that RMA's typically require the product to be returned in the original packaging. It is recommended that packaging be retained if possible.

This warranty does not include any damages or cost related to unforeseen environmental evens including but not limited to fire, water, rodents, construction, abuse, or misuse. VectorUSA can address and repair issues of this nature through a service request at an additional cost. If VectorUSA responds to a warranty request and upon arriving on site or at any time during that warranty call determines that the issue is related to an uncovered event or condition work will stop and the client shall be notified. If the client authorizes the repairs the warranty call will be converted to a service call and billed accordingly
VectorUSA I 8647 E 9ili St., Rancho Cucamonga, CA 91730 I Confidential 171Page --""_" ______ _
Maintenance Services
VectorUSA offers a full complement of proactive maintenance services to ensure the systems and software within this proposal are kept in a healthy and available state throughout the systems lifecycle. VectorUSA maintenance services can be created on a customized basis to ensure the right level of care matches the client's business objectives and budgeting. Maintenance services are fulfilled by VectorUSA's Service Center, backed by a full complement of Systems Technicians, Application Specialists and Network Engineers.

Maintenance Services are typically packaged into offerings based on expected lifecycle maintenance tasks or in a looser Time and Materials basis. All maintenance services provided by VectorUSA include priority queueing and 24x7 phone and email support lines, with maintenance tasks receiving proactive, flexible and predictable scheduling.

VectorUSA maintenance services can be bundled with Verkada, and Fluidmesh Software & Hardware support to provide a complete systems maintenance solution for organizations.

Managed Services
VectorUSA provides enterprise-level IT managed services over a nationwide footprint via our (2) U.S. based Network Operations Centers (NOC)s and best-in-class services partnerships.

VectorUSA employs a ITIL-based services portfolio grouped into (3) tiers of packages based on business criticality for each individual system. VectorUSA managed services alleviates the stress on organizations to maintain a fully staffed 24x7 IT support structure, even when the pace of their business operates in a non-stop environment.

By empowering their organizations with VectorUSA managed services, our clients are able to make data-driven decisions to synchronize technology with their business objectives. Our full complement of core infrastructure managed services is able to support a heterogenous and hybrid IT footprint across geographies.

In addition to its core infrastructure services, VectorUSA manages client programs providing organizations with a single point of contact for its user helpdesk, endpoint & desktop services and cybersecurity operational services partnerships.

VectorUSA I 864 7 E 9ili St., Rancho Cucamonga, CA 91730 I Confidential 18 IP age
Assumptions and Exclusions: The above stated assumptions and exclusions are fully integrated and incorporated within the below terms and conditions and are to be treated as one inclusive document.

Scope of Services: VectorUSA agrees to provide the services stated in this Agreement for all Customer Premise Equipment ("Equipment"). VectorUSA does not warrant that the operation of any listed Equipment shall be uninterrupted. The services to be supplied by VectorUSA for the total charge set forth on this Agreement shall consist of personnel services required to respond appropriately to Customer incidents and issues, and requests for additional professional services and materials as required.

Charges for materials and services outside the scope of this Agreement but still required to resolve Customer requests shall be due and payable upon receipt of an invoice afterthe completion of the installation, repair, or other service. The charges and all other charges payable to VectorUSA under this Agreement are exclusive of federal, state or local tax, other than a tax on net income now or hereafter in effect or become applicable to any payment due under this Agreement, or to the Customer's equipment. The Customer shall file all necessary tax returns and shall pay all such taxes.

Access: Customer agrees to maintain, where required, a full time, dedicated Internet connection and to allow VectorUSA access to the Customer's network via that Internet connection. Customer agrees to allow VectorUSA employees or subcontractors access to its facilities in order to perform services under this Agreement. Customer agrees to allow VectorUSA access to the covered Equipment. Customer agrees to allow VectorUSA to load any necessary management software on their systems and/ or install a Vector-owned device on the Customer network as required. Customer agrees to furnish VectorUSA with Administrator-level password access for all covered Equipment and servers, where necessary. VectorUSA agrees not to prevent Customer from accessing any Equipment owned by the Customer. If persons other than VectorUSA representatives shall perform maintenance, or repair the Equipment, and as a result further repair by VectorUSA is required to restore the Equipment to good operating condition, such repair will be made at rates for additional onsite service established in this Agreement.

Limited Warranty: VectorUSA warrants to the Customer that the material, analysis, data, programs and SERVICES to be delivered or rendered hereunder will be of the kind and quality designated and will be performed by qualified personnel. VECTOR USA MAKES NO OTHER WARRANTIES, WHETHER WRITIEN, ORAL, OR IMPLIED, INCLUDING

WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Excusable Delays: VectorUSA shall not be liable for any failure or delay in furnishing maintenance or spare parts hereunder resulting from fire, explosion, flood, storm, Act of God, governmental acts, orders or regulations, hostilities, civil disturbances, strikes, labor difficulties, difficulty in obtaining parts, supplies, or shipping facilities, inability to obtain or delays in obtaining suitable material or facilities required for performance, temporary unavailability of qualified personnel, failure by Customer to provide full and appropriate access to the covered Equipment, failure of monitoring hardware or software, Customer Internet connection failure, or other causes beyond VectorUSA's reasonable control.

Exclusions: THIS AGREEMENT DOES NOT INCLUDE THE REPAIR OR REPLACEMENT OF ANY HARDWARE PRODUCT,

OR ANY SOFTWARE LICENSING EXCEPT SOFTWARE INSTALLED AND USED EXCLUSIVELY BY VECTOR USA TO PROVIDE MONITORING AND REPORTING SERVICES. Charges for the above will be on a Time and Materials basis. The Customer is advised to maintain hardware warranties on covered equipment at their own discretion and expense.

Customer is responsible to assure all software used by the Customer is appropriately licensed.

VectorUSA / 8647 E 9th St., Rancho Cucamonga, CA 91730 I Confidential 19 JP age
Limitation of Liability: The Customer agrees that VectorUSA will not be liable for any special, incidental, indirect, or consequential damages hereunder, including but not limited to the loss of profit, or liability to third parties, however caused, whether by the act or negligence of VectorUSA or otherwise. It is recognized that the Equipment contains memories or other devices which have accumulated substantial data. In no event shall VectorUSA be liable to the Customer if any such data is lost or rendered inaccurate, regardless of the cause of any such loss or inaccuracy.

VectorUSA's liability on any claim of loss or liability, arising out of or connected with this Agreement (including, but not limited to, loss or liability arising from VectorUSA's breach of contract of any alleged act or negligence of Vector) shall in no case exceed the total purchase price of services covered under this Agreement. In no event shall VectorUSA's liability for any services under this Agreement exceed $25,000. VectorUSA will in no way be held responsible and I or liable for damages, monetary or otherwise, by customer, or any other affected party, in the event of a security breach or network security-related outages, damages, losses, etc.

In no event shall either VectorUSA or the Customer be liable to the other for any indirect, special, punitive, exemplary, incidental or consequential damages (including, but not limited to, lost profits, lost business opportunities, or loss of use or equipment down time, and loss of or corruption to data) arising out of or relating to any portion of this Agreement, regardless of the legal theory under which such damages are sought, and even if VectorUSA has been advised on the possibility of such damages or loss.

Software and Operating System Errors: This Agreement is limited to services specifically defined in this Agreement.

It is the responsibility of the Customer to ensure that all of its files are adequately backed up and that all necessary materials are available, including manufacturer recovery media for software and other software to be reloaded. In no way is VectorUSA liable for defects or "bugs" in software, or for correcting errors introduced into the data, programs, or any other software due to hardware failure, or for any cost of reconstructing software or lost data.

Any technical support required to restore data integrity or to make the system function, such as, but not limited to, rebuilding corrupted records, examining files, re-installation of 0 IS or Software, or re-indexing databases, will be billed separately on a Time and Materials basis.

Indemnification: Both the Customer and VectorUSA agrees to defend, indemnify and hold harmless the other party, its vendors, and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the Customer's use of the services in this Agreement.

Scope of Agreement: If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and both the Customer and VectorUSA hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not hereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to the law.

Assignment: This Agreement may not be assigned by either the Customer or VectorUSA without the prior written consent of the other party. Except for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.

Integration Clause: This instrument contains the entire agreement between the parties hereto and supersedes any and all prior written and I or oral agreements. This Agreement may be altered or modified only in writing signed by the parties hereto.

Applicable Law: This Agreement shall be governed by the laws of the State of California. It constitutes the entire Agreement between the Customer and VectorUSA. Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by the Customer for the repair or maintenance of the Equipment in the Equipment. Either party may terminate this Agreement at any time for failure of the other to comply with any of its Terms and Conditions.

VectorUSA / 8647 E 9th St., Rancho Cucamonga, CA 91730 I Confidential -------------------------------
Confidentiality, Publication and Non-Compete: VectorUSA and the Customer agree that any and all information identified by the other as "Confidential" and/ or "Proprietary", or which, under all of the circumstances, ought reasonably to be treated as Confidential and/ or Proprietary, will not be disclosed to any third person without the express written consent of the other party. Confidential Information includes, but is not limited to, information about the respective entities' products and services, information relating to purchasing, accounting, pricing, marketing and customers not generally known in the business in which the entity has been, is or may become engaged and which is developed by, disclosed to, or becomes known as a consequence of or through each party's relationship with the other. Confidential Information does not include any information or development: (i) which is or subsequently becomes available to the general public other than through a breach by the receiving party; (ii) which is already known to the receiving party before disclosure by the disclosing party; (iii) which is developed through the independent efforts of the receiving party; or (iv) which the receiving party rightfully receives from third parties without restriction as to use.

Upon the expiration of the term of this Agreement, VectorUSA shall, and shall instruct its agents to whom Confidential Information was disclosed pursuant hereto, continue to treat as confidential and preserve the confidentiality of all Confidential Information received from the Customer.

Neither VectorUSA nor Customer shall directly or indirectly, solicit, recruit or hire any Customer or VectorUSA personnel, whether or not such personnel performed work for the Customer, during the term of this agreement and for a period of one (1) year after the termination of this agreement. The provisions of this Section shall survive the termination or expiration of the Agreement.

The Customer represents that he is owner of the Equipment subject to this Agreement or if not the owner, he has authority to enter into the Agreement.

Prevailing Wage: Unless specifically stated in the scope of work VectorUSA has based this proposal on nonprevailing wage labor rates. If we are informed or it is determined later that the project is subject to prevailing wage rates for the performance of the public work portion of the contract, VectorUSA will submit those changes I additional costs that the project may incur will be address in the form of a written change order.

Sales Tax: If Sales tax is applicable, it shall be is calculated and billed based on the effective tax rates at the date of invoice.

Payment and Termination: All payments (progress and final) are due net 30 from the date of invoice. VectorUSA reserves the right to stop work, delay delivery of services and I or products for failure by customer to pay within terms of this agreement. VectorUSA reserves the right to deem this contract in default immediately and terminate it if the payment is delinquent more than thirty (30) days. If customer is in default and fails to cure such default within ten (10) days after receiving written notification of such default, the Customer agrees to pay reasonable collection costs, late charges, and Attorney/Expert Fees. Late charges, if levied, shall be assessed at 1.5% monthly or 18% annually.

Contract: Unless otherwise agreed upon in writing this contract will be executed as a fixed price contract.

Acceptance of Order: This quote is valid for 30 days. The prices, specifications and conditions are satisfactory and are hereby accepted. VectorUSA is authorized to do the work as specified. Signature and Purchase Order due upon acceptance.

VectorUSA/ 8647 E 9fu St., Rancho Cucamonga, CA 91730 I Confidential 21 IP age
Signature
Acceptance of Order: This quote is valid for 30 days. VectorUSA will bill for materials as received, proof of receipt will be provided to the City of Irwindale, and labor will be billed on progress monthly and the payment due Net 30.

The balance will be invoiced upon substantial completion and due Net 30. The prices, specifications and conditions a re satisfactory and are hereby accepted. VectorUSA is authorized to do the work as specified. Signature and Purchase Order due upon acceptance.

Material Total
Labor Total
Tax Total
Proposal Total
Accepted and Approved for:

City of Irwindale
SOSO N Irwindale Avenue
Irwindale, CA 91706
(Date)
(Printed Name)
(Printed Title)
(Signature)
$
$
$
$
384,118.61
1S9,234.47
33,083.67
S76,436.7S
VectorUSA
20917 Higgins Court
Torrance, CA 90501
(Date)
(Printed Name)
(Printed Title)
(Signature)
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Segment 4: City Hall MDF to PD IDF
Segment 5: City Hall MDF to 911 IDF
Segment 6: 911 IDF to PS Yard !OF
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AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF IRWINDALE AND

VECTOR USA
OF THE

SECURITY SURVEILLANCE SYSTEM & INSTALLATION
This AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this __ day of , 2022 by and between the CITY OF IRWINDALE, a California Charter City and municipal corporation ("City") and VectorUSA, ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties."
NOW, THEREFORE, the parties hereto agree as follows:

1. SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner.

1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction.

1.3 California Labor Law. If the Scope of Services includes any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable 1

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement.

1.5 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern.
01005.00011842283.1 1

2. COMPENSATION

2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Five Hundred Seventy-Six Thousand Four Hundred Thirty-Six and SeventyFive Cents Dollars ($576,436.75) ("Contract Sum").

2.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by subcategory), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

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

2.3 Additional Services. City shall have the right at any time during the performance of the services, ·without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

3. PERFORMANCE SCHEDULE
3 .1 Time of Essence. Time is of the essence in the performance of this Agreement.
3 .2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto 01005.0001/842283.1 -2-
as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period( s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, supply chain delays, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay.

The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3 .4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D").

4. COORDINATION OF WORK

4.1 Representative of Consultant. Robert Messinger, Executive Vice President is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith.

All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, and shall keep City informed of any changes.

4.2 Contract Officer. Theresa Olivares [or such person as may be designated by the Assistant City Manager] is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith ("Contract Officer").

4.3 Prohibition Against Subcontracting or Assignment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void.

4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all 01005.0001/842283.l -3-
services required herein as an independent contractor of City with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City.

5. INSURANCE AND INDEMNIFICATION
5 .I Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) Connnercial General Liability Insurance (Occurrence Form CGOOO 1 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indenmify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars, and any other automobile.
( d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. ( e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B".
(f) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for 01005.0001/842283.1 -4-
each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

5.2 General Insurance Requirements.

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

The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City's Risk Manager or other designee of the City due to unique circumstances.

5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

5.4 Performance Bond. Concurrently with execution of this Agreement, Consultant shall deliver to City a performance bond in the sum of the amount of this Agreement, 01005.0001/842283.1 -5-
in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Consultant promptly and faithfully performs all terms and conditions of this Agreement.

6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records.

6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require.

6.3 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer.
(b) Consultant shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives the City notice of such court order or subpoena.
( c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct.
( d) Consultant shall promptly notify the City should Consultant be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. The City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or 01005.0001/842283.1 -6-
similar proceeding. Consultant agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant.

6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the "documents and materials") prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder.

Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City.

7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law. Tbis Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7 .2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.
7 .3 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement.

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

7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for 01005.0001/842283.l -7-
termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered, and materials ordered that cannot be returned, prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit "C''. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.5 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7 .2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

8. MISCELLANEOUS
8 .1 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class

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

8.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, and to the attention of the Contract Officer (with her/his name and City title), City of 01005.0001/842283. l -8-
Irwindale, 5050 N Irwindale Ave, Irwindale, CA 91706t and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

8.4 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.

8.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

8.6 Waiver. No delay or omission in the exercise of any right or remedy by non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.7 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment.

8.8 Intemretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
8 .9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

8.10 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be 01005.00011842283.1 -9-
consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant's Authorized Initials ---

8.11 Cm:porate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[Signatures on the following page.]
01005.0001/842283.1 -10-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

ATTEST:

Laura Nieto, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Adrian R. Guerra, City Attorney
CITY:

CITY OF IRWINDALE, a municipal corporation
Theresa Olivares, Assistant City Manager
CONSULTANT:

By: _____________ _
Name:

Title:

By: _____________ _
Name:

Title:

Address: __________ _
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S

SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE

INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01005.0001/842283.l -11-

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On , 2022 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature:

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF A TT ACHED DOCUMENT

D INDIVIDUAL

D CORPORATE OFFICER

TITLE OR TYPE OF DOCUMENT

TITLE(S)

D PARTNER(S) D LIMITED

D GENERAL NUMBER OF PAGES

D ATTORNEY-IN-FACT

D TRUSTEE(S)

D GUARDIAN/CONSERVATOR

D OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE 0 l 005.0001/842283.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On 2022 before me, , personally appeared proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instruanent and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies ), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature:

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

D INDIVIDUAL

D CORPORATE OFFICER

TITLE OR TYPE OF DOCUMENT

TITLE(S)

D PARTNER(S) D LIMITED

D GENERAL NUMBER OF PAGES

D ATTORNEY-IN-FACT

D TRUSTEE(S)

D GUARDIAN/CONSERVATOR

D OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES)) SJGNER(S) OTHER THAN NAMED ABOVE 01005.0001/842283.1
EXHIBIT "A"

SCOPE OF SERVICES
I. Consultant will perform the following Services:

Statement of Work
Surveillance Installation
Overview
VectorUSA will provide a new surveillance system, replacement access control system, replacement intercom system, and new backbone fiber cabling for the City of Irwindale. VectorUSA has used Los Angeles County prevailing wage labor rates In this proposal.

Vector USA has used prices in accordance with the Oregon Educational Technology Consortium contract: OETC-218- Camera&Video-Verkada. This contract has been used to facilitate the procurement of Verkada hardware and professional installation services for Cities, Counties, and School Districts in the state of California and the United States.

Cameras and Mounts
VectorUSA will provide and install a total of ninety-three (93) new Verkada cameras. The camera models and types to be installed are as follows:

Outdoor Cameras
• (4) Verkada CD42-E-5MP Outdoor Fixed Dome w/ IR-(4) Surface Mount • (23) Verkada CD52-E-5MP Outdoor Dome w/ IR-(10) Wall Mount, (4) Surface Mount, (9) Pole Mount • (1) Verkada CB51-E-5MP Outdoor Bulletw/ IR-(1) Pole Mount • (1) Verkada CB51-TE-5MP Zoom Outdoor Bulletw/ IR-(1) Wall Mount • {5) Verkada CF81-E-12MP Outdoor Fisheye w/ IR-(5) Tilt Mount Indoor Cameras
• (4) Verkada CM41-5MP Indoor Mini Dome w/ IR-(4) Surface Mount • (50) Verkada CD42-5MP Indoor Dome w/ IR-(50) Surface Mount • (4) Verkada CD52- SMP Indoor Dome w/ IR-{4) Surface Mount Camera numbers and locations are shown in the created IPVM drawings that can be provided separately from this proposal document. Camera views will be configured by VectorUSA with the direction of the end user main point of contact. A lift will be required to reach the cameras on the poles in this design.

Servers, Storage and licensing
Ninety-three (93) 3-Year Verkada camera licenses will be provided to add the new cameras to the cloud-based video management software (VMS). All 5MP cameras listed above will have 365 days of recording on the camera and the five fisheye cameras will have 90 days retention on the camera with an added 365 days of cloud storage licensing for three (3) years.

Viewing Station and Displays
Five (5) Verkada viewing stations will be provided and installed on five (5) 65" ViewZ displays that will be wall mounted within the security operations center (SOC). The viewing stations will present a live view of the cameras and the city can customize the live camera tile configuration as they need, The walls are assumed to be properly braced and have existing power outlets for the displays available. It is assumed the existing SOC will be used for the live viewing portion of the VMS and will access the views through the web browser. The size of the displays will be confirmed with the end user main point of contact on the initial job walk as it is assumed a few of the displays will need to be smaller to fit the mounting locations, These changes will be addressed with a written change order. 01005.0001/842283. l A-1
Switching
VectorUSA assumes there will be existing switches with PoE capability to connect the new cameras or new ones will be provided by the end user per the old RFP specifications and sticking with that design.

Power
Vector USA assumes there will be existing switches with PoE capability to connect the new cameras to or new ones will be provided by the end user. None of the new cameras will require power injectors or dedicated power. It is also assumed there will be existing power to connect the new servers and the power will be redundant or will have failover to a UPS,
VectorUSA will extend existing power at the Jardin de Roca Park pole to the new camera and wireless radio.

VectorUSA will provide a small power supply in a pole mounted box that will connect to the camera and radio on the pole. It is assumed the power will not require a stepdown transformer and it is not switched power.

Connectivity
Vector USA will provide and install new Category 6 copper cable to connect to the new cameras. Cables will have a permanent link between the patch panel in the IT Closet and a surface mount box near the camera location. Patch cords will be installed on each side with one connecting to the camera from the surface mount box and one connecting to the existing switch from the patch panel. Patch panels will be supplied by the end user and will be installed by Vector USA. It is assumed the patch panels will be populated with jacks.

Point-to-Pofnt Wireless
VectorUSA will provide, install, and configure one (1) wireless point-to-point link between the main building at Jardin de Roca Park and camera #90 out on a pole by the tennis court. There is existing power that will be brought to the Fluidmesh Ponte 50 wireless radio and the camera on that pole by VectorUSA, Pathway
Vector USA has included pathway to any cameras that needs to be installed on a pole, and cameras that need to be installed on an external wall of a building to be offset away from the penetration made in the building. 0 l 005.0001/842283.l A-2
Access Control Installation
Overview
VectorUSA will provide and install all components for a new Verkada Access Control solution that will start by including sixteen (16) doors on the system and will integrate with the Verkada VMS ecosystem.

Door Controller Hardware
VectorUSA will provide and install four {4) new Verkada access control 4-door panels in the IDFs in the City Hall/Police Department building. Each controller includes room for four doors which will give room for sixteen total doors for the building. The controllers will be automatically updated via the cloud and will be managed remotely through the Verkada software. Cameras can be integrated to the doors so a video can be linked to the badge swipe at a door. Door numbers and location are provided in Table 1.

Sixteen {16) Verkada door licenses will be provided to add the doors/readers to the Verkada cloud-based software.

Card Readers
Vector USA will provide and install fifteen (16) new Verkada card readers to be installed on fourteen (14) doors. One (1) door will be a roll-up gate and will not require a reader, and two (2) other doors will require an entry and exit reader. There was found to be room to add one additional door to the Verkada panel, so VectorUSA has included the material and licensing to fill the four panels. {100) Verkada access control cards will be provided with the new system. The above doors and placement of readers will be confirmed on the initial site walk.

Electrified Door Hardware
Vector USA will provide and install nine (9) new electrified door strikes for the doors as specified in Table 1 and listed in blue. Electrified door hardware was chosen based on door type, existing door hardware, and size of the door. It was assumed all the existing door hardware could be used for this project, If it is found out onsite that the door hardware is broken and needs to be replaced, the adjustment will be addressed via a written change order. From the second site walk conducted for the Verkada solution, seven (7) new exit devices will be added and installed on doors 2, 8, 9, 10, 14, 15, and 16 shown below in red. Based on information gathered from the second site walk, the door strikes on those doors will remain in the proposal to cover the rest of the doors with existing locks. The existing locks are assumed to need to be replaced.

Table 1 · Table list of doors to be connected to the new Access Control System + Door Hardware Door# Location/Description Locking Hardware
1 PD Parking Lot Gate Existing lock
2 PD Back Parking Lot Door Existing Lock (New Exit Device added) 3 Sally Port Gate Roll-Up Gate Existing
4 Sally Port Jail Door Existing Lock (TBD)
5 Evidence HES 1600-CS-630-LM
6 Jail to PD Interior HES 4500C-630-l8M
7 Armory Door HES 1600-CS-630-LM
8 Men's Locker Exterior Existing lock (New Exit Device added) 9 PD Chamber Door {New Exit Device)
10 PD lobby Inner Door Existing lock (New Exit Device added) 13 City Hall Kitchen HES 4SOOC.-630-LBM
14 City Hall East by IT Svr Room {New Exit Device)
15 City Hall East by Ad min (New Exit Device)
16 City Hall South (New Exit Device)
01005.0001/842283. l A-3
A post award site walk will be done to confirm all door hardware part numbers, so they fit the existing doors, The existing sally port door will need to be analyzed on the initial walk as it is difficult to tell what locking hardware will work the best for this door. All the doors will receive an initial kick-off walk to confirm door sizes, thicknesses, pathway, and other items. All door hardware counts will be solidified on that walk and an adjustment to the hardware items will be submitted.

Power
VectorUSA will provide and install three (3) new Altronix wall mount power supplies that will power the new and existing (if used) door hardware for the access control system. VectorUSA assumes there is existing power near the open space where the new wall mount power supplies and access control panels will be installed.

Connectivity
VectorUSA will provide and install the following cables to each door for the access control hardware:
• 18 AWG 6 Strand Plenum Shielded Cable
• 22 AWG 4 Strand Plenum Shielded Cable
• 18 AWG 4 Strand Plenum Unshielded Cable
VectorUSA assumes existing pathway to the interior doors is existing for the doors listed above. Pathway around the door to reach the door hardware on the exterior doors that do not have open walls will be provided and installed by VectorUSA,
Pathway
VectorUSA assumes existing pathway to the interior doors is existing for the doors listed above. Pathway around the door to reach the door hardware on the exterior doors that do not have open walls will be provided and installed by VectorUSA,
Intercom Installation
VectorUSA will provide and install a new intercom system that can be integrated with existing workstations or can be connected via SIP protocol to existing IP based phones. The intercoms will have audio and video and there are cameras to be installed to view the areas near the intercoms. Vector USA will provide and install three (3) Axis {P/N:
01995-001) IP Network Video Intercoms that will replace three (3) existing intercom units. The connection to the door hardware and automatic door motors will be connected to the relay so the doors and locks can be triggered to open. The goal is to use the upcoming Verkada intercom that has not been released yet. The existing pedestals and pathway out to them will need to be analyzed per discussions had with the end user main point of contact. 01005.0001/842283. l A-4
Backbone Fiber Installation
VectorUSA will provide and install new backbone fiber to run between the MDF and IDFs through the City of Irwindale City Hall Campus. The new fiber will be Corning 12-strand single-mode 052 indoor/outdoor armored cable {P/N: 012E8P-31131-A3) and each end will terminate into the IDF as labeled in the provided "Facility Diagram & Fiber Optic Cable Path" that is include in the Appendix atthe end of this proposal document. Each segment depicted on the drawing will be continuous and will not be spliced at any midpoint between the IDFs. The fiber will terminate on each end into fiber splice cassettes (P/N: CCH-CS12-A9-POORE) that will be mounted into Corning CCH enclosures (P/N: CCH-OlU orCCH-02U) in each MDF/IDF.

Optional Fiber Run
There is one (1) segment on the fiber optic backbone diagram in blue that is meant to be an optional part of this proposal. VectorUSA has included this fiber run broken out from the rest of the proposal as an optional part of this project. One fiber segment will terminate in the IDFs of the Senior Center and the Public Works Engineering and Planning building with a splice cassette on each end. A site walk will take place prior to the start of the project to look at this section of pathway to make sure the_ fiber pull can be done. 01005.0001/842283. l A-5
ATTACHMENT "A~l"
Fiber Optic Path Segment Breakdown
Segment 1: City Hall MDF to Library IDF
Segment 2: Library I DF to Recreation IDF
Segment 3: Recreation IDF to Aquatics IDF
Segment 4: City Hall MDF to PD !OF
SegmentS: CityHall MDf to-911 IDF
Segment 6: 911 IDF to PS Yard !OF
Segment 7: PS Yard IDf to Senlor Center !OF
Segment 8: Senior Center I DF to SC Office IDF
Segment (option): Senior Center IDF to PW (Engineering) IDF \0
<(
~
~ 8
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0 Assumptions
• VectorUSA assumes patch panels will be provided by the end user and will be installed by Vector. • The patch panels are assumed to be populated with jacks for copper termination. • VectorUSA assumes the existing SOC will be used to setup the new VMS and live viewing access will be established through that room,
• VectorUSA assumes proper access will be given to the rooms and locations required in this project. If any delays occur in receiving access to buildings, it will need to be addressed via a written change order. • VectorUSA assumes the existing locks are in working order and useable for this project, if they are found out to be broken onsite, they will need to be changed out. • VectorUSA assumes there is enough rack space to install the new access control power enclosures. • VectorUSA assumes all existing switches are PoE and have enough open ports for the new cameras, • VectorUSA assumes the underground pathway for the new backbone fiber has enough room for the new fiber cable segments.
• VectorUSA assumes SFPs for the existing switches will be provided by others. • VectorUSA assumes grounding is existing and no grounding will be provided in this project. • Vector USA assumes there is proper bracing of the wall where the displays will be installed. • Vector USA assumes there is existing power on the walls in the locations where the displays will be installed, • VectorUSA assumes a new internet line will be brought to Jardin De Roca Park in the main building so the wireless point-to-point solution from the City Hall/Police radio tower will not be needed or included in this proposal.
• VectorUSA assumes an initial walk will take place to look at the fiber run pathway and note any issues if found to the city.
• VectorUSA assumes the walls are properly braced to receive the install of the new displays and there are existing power outlets to connect to for the displays.

If any of the above assumptions are found to be incorrect, the adjustment to the project will be submitted in the form of a written change order.

Exclusions
• VectorUSA excludes providing any electrical for the MDFs or IDFs. • VectorUSA excludes providing PDUs or UPSs.
• VectorUSA excludes any work that will require road closures. • VectorUSA excludes providing any new poles or underground pathway as it is to be provided by the city or others.
01005.0001/842283.1 A-7
II. Consultant will provide the following installation warranty A. VectorUSA provides, for all work completed under this contract our Vector USA Warranty. This warranty covers all workmanship for a period of one year. All hardware and software warranty will be covered under the standard, manufacturer 10-Year Warranty. If a product or item requires replacement under the manufacturer's warranty, or if additional support is desired beyond the scope of this project, VectorUSA will happily provide such services on a time & materials basis.

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

IV. Consultant will utilize the following personnel to accomplish the Services:

A. Mike Sweeney Project Manager
B. Nick Kimball Foreman
C. Ozzy Zamudio Security Technician
D. Efrain Rivas Security Technician
E. Edson Raidu Security Technician
01005.0001/842283.1 A-8
EXHIBIT "B"

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Consultant represents and warrants that it has inspected or inquired into the City's current infrastructure, equipment, computer system and software and that the Access Control & Surveillance System provided by Consultant under this Agreement is compatible and shall be fully functional with such infrastructure, equipment, computer system and software of the City.

Consultant acknowledges that the City is relying on the representation by Consultant as material consideration in entering into this Agreement.
01005.0001/842283.1 B-1
EXHIBIT "C"

SCHEDULE OF COMPENSATION
Material Description Units Unit Price Material Labor Total

SURVEILLANCE
Verkada Cameras
Verkada CD42 Indoor Dome Camera, 5MP, Zoom Lens, 2TB of 50 2,393.32 119,666.00 10,600.00 130,266.00 Verkada CD52 Indoor Dome Camera, 5MP, Zoom Lens, 2TB of 4 2,530.12 10,120.48 848.00 10,968,48 Verkada CB51-E Outdoor Bullet Camera, SMP, Zoom Lens, 2TB of 1 2,461.72 2,461.72 318.00 2,779.72 Verkada CB51-TE Outdoor Bullet Camera, 5MP, Telephoto Zoom 1 2,530.12 2,530.12 318.00 2,848.12 Verkada CD42-E Outdoor Dome Camera, 5MP, Zoom Lens, 2TB of 4 2,530.12 10,120.48 1,272.00 11,392.48 Verkada CD52-E Outdoor Dome Camera, 5MP, Zoom Lens, 2TB of 23 2,666.92 61,339.16 7,314.00 68,653.16 Verkada CF81-E Outdoor Flsheye Camera, 12MP, Fixed Lens, 2TB 5 2,324.92 11,624.60 1,590.00 13,214.60 Verkada CM41 Indoor Mini Dome Camera, 5MP, Fixed Lens, 2TB of 4 2,051.32 8,205.28 848.00 9,053.28 Verkada Mounts
Arm Mount 1 60.88 60.88 53.00 113.88
L"Bracket Mount 23 88.24 2,029.52 1,219.00 3,248.52
Verkada Angle Mount 7 101.92 713.44 371.00 1,084.44
Verkada Pendant Cap Mount 1 47.2 47.20 26.50 73.70
Pole Mount, 2nd Generation 11 148.92 1,638.12 583.00 2,221.12 Misc Mounting Hardware
314 IN x .030 x 100 FT Stainless Steel Strapping 2 115.2 230.40 212.00 442.40 Display Station
Verkada VX52 Viewing Station 5 341.32 1,706.60 1,060.00 2,766.60 65" 4k LED BLCK MTL BEZL 5 2,354.39 11,771.95 3,180.00 14,951.95 Low Profile TILT Wall Mount 5 101.03 505,15 2,120.00 2,625.15 Connectivity
Cats Plenum Green Cable 15,000 0.38 5,700.00 7,950.00 13,650.00 CATS Mini"Com Insert Green 93 10.56 982.08 1,314.40 2,296.48 1 Port Mini"Com Surface Mount Off White 93 2.75 255.75 821.50 1,077.25 1 ft CATS UTP Patch Cord, Green 93 8.03 746.79 821.50 1,568.29 7 ft CATB UTP Patch Cord, Green 99 10.23 1,012.77 874.50 1,887.27 Install City Provided Patch Panels 13 0 0.00 344.50 344.50 Terminate Copper Patch Panel Side 93 0 0,00 1,314.40 1,314.40 Testing & Lab~ling " Copper 93 0 0.00 1,314.40 1,314.40 Wireless Connectivity
Ponte 50 Wireless Bridge 1 859.04 859,04 424.00 1,283.04 Power
Extend Power from Existing Pote to Camera and Wireless Radio 1 330 330.00 2,560.00 2,890.00 Demo
Remove Existing Cameras 53 0 0.00 5,618.00 5,618.00
Professional Seivices
90 Day Camera Refocus Period 16 0 0.00 1,696.00 1,696.00 Sub"Total 254,657.53 56,985.70 311,643.23

ACCESS CONTROL
Verkada Access Control
Verkada AC41 4 Door Controller 4 1,230.52 4,922.08 848.00 5,770.08 Verkada AD32 Multi-format Card Reader 16 238.72 3,819.52 3,392.00 7,211.52 Verkada Proximity Access Control Cards, 100 Pack 1 409.72 409.72 318.00 727.72 Verkada 4AH Backup Battery for AC41 4 88.24 352.96 106.00 458.96 C-1
01005. 0001184 2283 .1
Material Description Units Unit Price Material Labor Total Door Hardware
4500C Complete Pacs for Latchbolt Locks 4 420.37 1,681.48 2,120.00 3,801.48 HES 1600 Electric Strike 2 348.45 696.90 1,060.00 1,756.90 HES 9400 Electric Strike 3 373.99 1,121.97 1,590.00 2,711.97 8800RIM EXIT DEV ELEC MON 36" 7 935.93 6,551.51 4,452.00 11,003.51 Armor Loop Cover 7 39.12 273.84 371.00 644.84
Remove Existing Door Hardware 7 0 0.00 1,484.00 1,484.00 Power
Pipe Power to Power Supplies 4 55 220.00 2,560.00 2,780,00 8 Fused Outputs Power Supply/Access Power Controller 3 274.99 824.97 954.00 1,778.97 Connectivity
18 AWG 6 Conductor Shielded Plenum Cable 500ft 3,000 0.33 990.00 954.00 1,944.00 22 AWG 4 Conductor Plenum Shielded 500 ft box 3,000 0.14 420.00 954.00 1,374.00 18 AWG 4 Conductor Unshielded Plenum Cable SOOft Box 3,000 0.21 630.00 954.00 1,584.00 Sub-Total 22,914.95 22,117.00 45,031.95

INTERCOM REPLACEMENTS
Remove Existing Intercoms 3 0 0.00 477.00 477.00
AXIS 18016-LVE Network Video Intercom 3 1,875 5,625.00 636.00 6,261.00 A9801 Security Relay 3 118.74 356,22 318,00 674.22
AXIS Tl8602 Wall Mount 3 147.49 442.47 318.00 760.47
Sub-Total 6,423.69 1,749.00 8,172.69

BACKBONE FIBER
12 Strand In/Out Interlocking Plenum Fiber 4,500 2.36 10,620.00 9,937.50 20,557.50 12 Strand LC Singlemode CCH Splice Cassette 16 385 6,160.00 1,696.00 7,856,00 1 U Rack Mount Fiber Enclosure 7 236.5 1,655.50 742.00 2,397.50 2U Rack Mount Fiber Enclosure 2 283.8 567.60 212.00 779.60 JMPR 04LC/04LC DPLX SM ZPCD RISR 1 M 32 19.44 622.08 282.67 904.75 Testing & Labeling - Fiber 96 0 0.00 1,696.00 1,696,00
Sub-Total 19,625.18 14,566.17 34,191.35

PATHWAY
3/4" EMT Conduit 420 1.16 487.20 5,208,00 5,695.20
3/4 IN One Hole EMT Strap 90 0.41 36.90 240.00 276.90
3/4" EMT Compression Connector 32 1.07 34.24 853.33 887.57 3/4" EMT Compression Coupler 28 1.26 35.28 373.33 408.61 Two Gang Bell Box w/ 3/4" knockout on three sides 24 21.18 508.32 1,920.00 2,428.32 2 Gang Bell Box Blank Cover 24 3.74 89.76 192.00 281.76 3/4" KO Seals for Bell Boxes 72 0.94 67.68 192.00 259.68 SS Deep Box w/ 3/4 IN 32 2.75 88.00 1,280.00 1,368.00
Ss Blank Cover 32 1.17 37.44 409.60 447.04
12x12x8 NEMA 3R No Knockouts 3 136.35 409.05 752.00 1,161.05 3/4" Liquid Tight Flex 130 2.04 265.20 1,625.00 1,890.20 3/4" Liquid Tight Flex Connector 26 5.9 153.40 693.33 846.73 1 In One Hole EMT Strap 26 0.63 16,38 69.33 85.71
4x4ft 314" Plywood Fie Rated A-C Unpainted 2 150 300.00 320.00 620.00 Penetrations 24 22 528.00 5,088.00 5,616.00
Patching Labor 12 16.5 198.00 1,272.00 1,470.00
01005.0001/842283.1 C-2
Material Description Units Unit Price Material Labor Total Cable Support Hardware 200 7.7 1,540.00 2,826.67 4,366.67 Sub-Tota! 4,794,85 23,314.60 28,109.45

VERKADA LICENSING
Verkada 3-Year Camera License 93 391.17 36,378.81 0.00 36,378.81 Verkada 3-Year Door License 16 426.79 6,828.64 0.00 6,828.64 Verkada 3-YearViewing Station License 5 925.54 4,627.70 0.00 4,627.70 1-Year Cloud Storage License - 365 Day 15 854.29 12,814.35 0.00 12,814.35 Sub-Total 60,649.50 0.00 60,649.50
OPTIONAL FIBER RUN .
12 Strand In/Out Interlocking Plenum Fiber 400 2,36 944.00 1,766.67 2,710.67 12 Strand LC Singlemode CCH Splice Cassette 2 385 770.00 212.00 982.00 1 U Rack Mount Fiber Enclosure 2 236.S 473.00 212.00 685.00 JMPR 04LC/04LC DPLX SM ZPCD RISR 1 M 4 22.09 88.36 35.33 123.69 Fiber Testing and Labeling 12 0 0.00 212.00 212.00
Sub-Total 2,275.36 2,438.00 4,713.36

PROFESSIONAL SERVICES
VMS Configuration 1 0 0.00 4,160.00 4,160.00
Intercom Configuration 1 0 0.00 2,080.00 2,080.00
Access Control Configuration 1 0 0.00 31120.00 3,120.00 Wireless PtP Configuration 1 0 0.00 1,280.00 1,280.00
Sub-Total 0.00 10,640.00 10,640.00
MISC. INSTALLATION MATERIALS
Indoor Lift 1 701.55 701.55 424.00 1,125,55
Miscellaneous Materials 1 12,076 12,076.00 0.00 12,076.00 Sub-Total 12,777.55 424.00 13,201.55

VECTOR SERVICES
Training 1 0 0.00 1,040.00 1,040.00
Site Survey/ Engineering 1 0 0.00 1,040.00 1,040.00
Documentation 1 0 o.oo 680.00 680.00
Mobilization 1 0 0.00 1,520.00 1,520.00
Project Management 1 0 0.00 22,720.00 22,720.00
Sub-Total 0.00 27,000.00 27,000.00
PROJECT SUB-TOTAL 384,118.61 159,234.47 543,353.08
SALES TAX 33,083.67
PROJECT TOTAL 576,436,75
OJ 005.000J/842283.l C-3
I. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as a part of the final payment npon satisfactory completion of services.

II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Snm is not exceeded per Section 2.1, unless Additional Services are approved per Section 2.3.

III. The City will compensate Consultant for the Services performed upon submission of a valid invoice, in accordance with Section 2.2. Each invoice is to include:

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

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

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

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

IV. The total compensation for the Services shall not exceed $576,436. 75, as provided in Section 2.1 of this Agreement.

V. Consultant's billing rates for all personnel are attached as Exhibit C-1. 01005.0001/842283. l C-4
EXHIBI "D"

SCHEDULE OF PERFORMANCE
I. Consultant to provide City with the schedule of performance upon conclusion of the project kickoff meeting.

II. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2.

D-1
01005.0001/842283. l

END USER AGREEMENT
This End User Agreement ("Agreement") is entered into by and between Verkada Inc. ("Verkada") and [name], a [state] [type of entity] ("Customer"), and governs the purchase and use of the Products (as defined below) by Customer. This Agreement is effective as of the date last signed below.

Verkada and Customer hereby agree as follows.

1. DEFINITIONS
The definitions of certain capitalized terms used in this Agreement are set forth below. others are defined in the body of the Agreement.
"Customer Data" means all data provided by Customer to Verkada by means of the Products. Customer Data does not include System Data (defined below).
"Documentation" means the online documentation regarding the Hardware, available at www.verkada.com/docs/ or as otherwise provided within the Hosted Software. "DPA" means the Data Processing Addendum available at www.verkada.com/support/dpa or other negotiated data protection agreement, entered into between Verkada and Customer. "Firmware" means the software developed and maintained by Verkada that is stored on the Hardware and enables the basic functioning of the Hardware and its communication with the Hosted Software. "Hardware" means the Verkada hardware products, including security cameras, access control units, alarm units, and environmental sensors.
"Hosted Software" means Verkada's Software-as-a-Service system, currently known as "Command," and related infrastructure made available to Customer to manage and configure the Hardware. "License" has the meaning ascribed to it in Section 2.1. "License Term" means the length of time indicated in the License SKU set forth on the applicable Purchase Order.
"Partner" means a third-party authorized by Verkada to resell the Products, to whom Customer has delivered a Purchase Order for such Products.
"Product Feature(s)" means a unique feature set within the Hosted Software that is identified by a particular stock keeping unit (SKU) on a Purchase Order. "Products" means, collectively, the Software, Hardware, Product Features, Documentation, and all modifications, updates, and upgrades thereto and derivative works thereof. "Purchase Order" means each order document submitted to Verkada by a Partner on behalf of Customer, and accepted by Verkada, indicating Partner's firm commitment to purchase the Products and for the prices set forth thereon.
"Service Level Agreement" means the Service Level Agreement set forth on Exhibit A hereto. "Software" means the Firmware and Hosted Software.
"Support" means the technical support services and resources available at www.verkada.com/support. "System Data" means configuration information, log and event data, Product performance data, and statistics regarding Customer's use of the Products.
"Users" means employees of Customer, or other third parties, each of whom are authorized by Customer to use the Products on Customer's behalf.

2. LICENSE AND RESTRICTIONS

2.1 License to Customer. Subject to the terms of this Agreement, Verkada grants Customer a royalty-free, nonexclusive, transferable (subject to Section 12) worldwide right during each License Term to use the Software, subject to the terms of this Agreement ("License"). Customer must purchase Licenses to use the Software for at least the number and type of Hardware units and/or Product Features it manages by means of the Software, however Customer may authorize an unlimited number of Users to access and use the Software. If Customer purchases additional Licenses, either in connection with the purchase of additional Hardware units or renewal of Licenses for existing Hardware units, the overall License Term will be modified such that the License Term for all Licenses purchased will expire and terminate on the same date. If Customer purchases the Monitoring Services (as defined on Exhibit B, the "Alarms Addendum"), the use of the Products in connection with the Monitoring Services will be subject to the terms of the Alarms Addendum.

2.2 License to Verkada. During the License Term, Customer will transfer Customer Data to Verkada while using the Products. Customer grants Verkada a non-exclusive right and license to use, reproduce, modify, store, and process Customer Data solely to maintain the Products and provide them to Customer. Customer represents and warrants that it possesses the necessary rights and authority to grant Verkada the rights set forth in this Section 2.2 with respect to Customer Data.

2.3 Restrictions. Customer will not: (i) use (or allow a third party to use) the Products for any competitive purposes (other than for routine product comparison purposes), including monitoring or testing their availability, security, performance, or functionality, in each case without Verkada's express written consent; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit the Products; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Products or any of their components; or (iv) use the Products to conduct any fraudulent, malicious, or illegal activities or otherwise in contravention of any applicable laws or regulations (each of (i) through (iv), a "Prohibited Use").

3. HARDWARE WARRANTIES; RETURNS

3.1 General. Verkada represents to the original purchaser and user of the Hardware that, for the period set forth in the applicable Documentation from the date of shipment to the location specified on the Purchase Order, the Hardware will be substantially free of defects in materials and workmanship ("Hardware Warranty").

3.2 Remedies. Customer's sole and exclusive remedy and Verkada's (and its suppliers' and licensors') sole and exclusive liability for a breach of the Hardware Warranty will be, in Verkada's sole discretion, to replace the non-conforming Hardware. Replacement may be made with a new or refurbished product or components. If the Hardware or a component within it is no longer available, then Verkada may replace the Hardware unit with a similar product of similar function. Any Hardware unit that has been replaced under the Hardware Warranty will be covered by the terms of the Hardware Warranty for the longer of (a) 90 days from the date of the delivery, or (b) the remainder of the original Hardware Warranty period.

3.3 Returns. Customer may return the Products for any reason within the 30 day period starting on the shipment date of the Products. Thereafter, to request a return under the Hardware Warranty, Customer must notify Verkada or the Partner within the Hardware Warranty period. To initiate a return directly to Verkada, Customer must send a return request to Verkada at [email protected] and clearly state details on where and when Customer purchased the Hardware, the serial numbers of the applicable 2 Hardware unit(s), Customer's reason for returning the Hardware, and Customer's name, mailing address, email address, and daytime phone number. If approved, Verkada will provide Customer with a Return Materials Authorization ("RMA") and prepaid shipping label via email that must be included with Customer's return shipment to Verkada. Customer must return the Hardware unit(s) listed in the RMA with all included accessories with the RMA within the 14 days following the day on which Verkada issued the RMA.

4. VERKADA OBLIGATIONS

4.1 General. Verkada is responsible for providing the Products in conformance with this Agreement, the Purchase Order(s), and applicable Documentation.

4.2 Availability. Verkada uses its best efforts to ensure that the Hosted Software is available in accordance with the terms of the Service Level Agreement, which sets forth Customer's remedies for any interruptions in the availability of the Hosted Software.

4.3 Support. If Customer experiences any errors, bugs, or other issues in its use of the Products, then Verkada will provide Support in order to resolve the issue or provide a suitable workaround.

The fee for Support is included in the cost of the License. As part of a Support case, Customer may grant access, in its sole discretion, to a member of Verkada's Support team through functionality provided in the Hosted Software for a length of time determined by Customer.

4.4 Maintenance. Verkada will use commercially reasonable efforts to maintain the Products and implement updates, upgrades, and fixes as necessary to meet its obligations under this Agreement.

5. CUSTOMER OBLIGATIONS

5.1 Compliance. Customer will use the Products only in accordance with the Documentation and in compliance with all applicable laws, including procurement and maintenance of any applicable licenses and permits. Customer will ensure that none of the Products are directly or indirectly exported, reexported, or used to provide services in violation of the export laws and regulations of the United States or any other country. If Customer operates in a regulated industry, Customer represents that it has obtained all necessary local and state licenses and/or permits necessary to operate its business and is in compliance (and will use its best efforts to remain in compliance) with all local, state, and (if applicable) federal regulations regarding the conduct of its business. Verkada reserves the right to suspend use of any Products operating in violation of the obligations of this Section 5.1, following written notice to Customer.

5.2 Account Administration. Customer is responsible for identifying one or more individuals within Customer's organization who will act as administrator(s) of Customer's account. Such person(s) will be responsible for, among other things, monitoring and managing access privileges of other Users.

Customer is also responsible for verifying, including ensuring that any third-party installer verify, that all Hardware Products purchased are properly claimed into Customer's account within the Hosted Software prior to installation, as more fully set forth in the Documentation.

6. TERM AND TERMINATION

6.1 Term. The term of this Agreement will commence on the Effective Date and will continue for so long as Customer maintains any active Licenses.

6.2 Termination or Suspension for Cause. Either party may terminate this Agreement, and Verkada may suspend Customer's access to the Hosted Software, for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30-day period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. For purposes of clarity, a 3 material breach of the Agreement includes Customer's failure to purchase and/or maintain a sufficient number of Licenses, as required by Section 2.1.

6.3 Effect of Termination. If Customer terminates this Agreement in accordance with Section 6.2, then Verkada will refund Customer a pro rata portion of any prepaid fees allocable to the remaining License Term. The following provisions will survive any expiration or termination of the Agreement: Sections 7, ~. 10, 11. and 12, and any other provisions that, by their nature, would reasonably be considered intended to survive.

7. CONFIDENTIALITY

7.1 Confidential Information. Except as explicitly excluded below, any information of a confidential or proprietary nature provided by a party ("Disclosing Party") to the other party ("Receiving Party") constitutes the Disclosing Party's confidential and proprietary information ("Confidential Information"). Verkada's Confidential Information includes the Products and any information conveyed to Customer in connection with Support. Customer's Confidential Information includes Customer Data.

Confidential Information does not include information which is: (i) already known by the receiving party without an obligation of confidentiality other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party; (iii) rightfully received from a third party without a confidentiality obligation to the Disclosing Party; or (iv) independently developed by the Receiving Party without access to the Disclosing Party's Confidential Information.

7.2 Confidentiality Obligations. Each party will use the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party, and will protect the confidentiality of the Disclosing Party's Confidential Information with the same standard of care as the Receiving Party uses or would use to protect its own Confidential Information, but in no event will the Receiving Party use less than a reasonable standard of care. Notwithstanding the foregoing, the Receiving Party may share the other party's Confidential Information with those of its employees, agents and representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein (each, a "Representative"). Each party shall be responsible for any breach of confidentiality by any of its Representatives.

7.3 Additional Exclusions. A Receiving Party will not violate its confidentiality obligations if it discloses the Disclosing Party's Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

8. DATA PROTECTION
Verkada secures the Software and Customer Data in accordance with the security practices available at www.verkada.com/trusUsecurity-controls. Verkada will process all Customer Data in accordance with the DPA.

9. OWNERSHIP

9.1 Verkada Property. Verkada owns and retains all right, title, and interest in and to the Software, the System Data, and all intellectual property embodied in the Hardware and accessories. Except for the limited license granted to Customer in Section 2.1, Verkada does not by means of this Agreement or otherwise transfer any rights in the Products to Customer, and Customer will take no action inconsistent with Verkada's intellectual property rights in the Products. 4 9.2 Customer Property. Customer owns and retains all right, title, and interest in and to the Customer Data and does not by means this Agreement or otherwise transfer any rights in the Customer Data to Verkada, except for the limited license set forth in Section 2.2.

10. INDEMNIFICATION

10.1 By Verkada. Verkada will indemnify, defend, and hold Customer, its affiliates, and their respective owners, directors, members, officers, and employees (collectively, "Customer lndemnitees") harmless from and against any claim, action, demand, suit or proceeding (each, a "Claim"), and the attorneys' fees and court and investigative costs of Customer lndemnitees, made or brought by a third party against any of the Customer lndemnitees ·alleging that Customer's use of the Products infringes or misappropriates any patent, trademark, copyright, or any other intellectual property of such third party.

Verkada will pay any damages finally awarded against any Customer lndemnitees by a court of competent jurisdiction as a result of any such Claim, or any final settlement of such Claim, so long as Customer (i) gives Verkada prompt written notice of the Claim, (ii) gives Verkada sole control of the defense and settlement of the Claim (provided that Verkada may not settle any Claim without the Customer lndemnitee's written consent, which will not be unreasonably withheld), and (iii) provides to Verkada all reasonable assistance, at Verkada's request and expense.

If Customer's right to use the Products hereunder is, or in Verkada's opinion is likely to be, enjoined as the result of a Claim, then Verkada may, at Verkada's sole option and expense procure for Customer the right to continue using the Products under the terms of this Agreement, or replace or modify the Products so as to be non-infringing and substantially equivalent in function to the claimed infringing or enjoined Products.

Verkada will have no indemnification obligations under this Section 10.1 to the extent that a Claim is based on or arises from: (a) use of the Products in a manner other than as expressly permitted in this Agreement; (b) any alteration or modification of the Products except as expressly authorized by Verkada; (c) the combination of the Products with any other software, product, or services (to the extent that the alleged infringement arises from such combination); or (d) where the Claim arises out of specifications provided by Customer. This Section 10.1 sets forth Verkada's sole and exclusive liability, and Customer's exclusive remedies, for any Claim of infringement or misappropriation of intellectual property.

10.2 By Customer. Customer will indemnify, defend, and hold harmless Verkada, its affiliates, and their respective owners, directors, members, officers, and employees (together, the "Verkada lndemnitees") from and against any Claim, and the attorneys' fees and court and investigative costs of Verkada lndemnitees, related to: (a) Customer or its Users engaging in a Prohibited Use; and (b) Customer's indemnity obligation under the Alarms Addendum set forth in Exhibit B hereto (if any). Customer will pay any settlement of and any damages finally awarded against any Verkada lndemnitee by a court of competent jurisdiction as a result of any such Claim so long as Verkada (i) gives Customer prompt written notice of the Claim, (ii) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim without Verkada's prior written consent which will not be unreasonably withheld), and (iii) provides to Customer all reasonable assistance, at Customer's request and expense.

11. LIMITATIONS OF LIABILITY

11.1 Disclaimer. EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS

AGREEMENT, VERKADA MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR

STATUTORY, REGARDING OR RELATING TO THE PRODUCTS, OR ANY MATERIALS OR SERVICES

FURNISHED OR PROVIDED TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, INCLUDING UPDATES OR SUPPORT. WITHOUT LIMITING THE FOREGOING, VERKADA HEREBY DISCLAIMS

ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. VERKADA DOES NOT WARRANT THAT THE

PRODUCTS WILL MEET CUSTOMER'S NEEDS OR EXPECTATIONS, THAT USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. 5 11.2 No Consequential Damages. NEITHER PARTY, NOR ITS AFFILIATES, NOR THE

OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES OF

ANY OF THEM, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL,

EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE,

THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER

PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS

OCCURRING AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.

11.3 Direct Damages Cap. EXCEPT WITH RESPECT TO EXCLUDED CLAIMS AND

UNCAPPED CLAIMS, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER PARTY, OR THEIR

RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND

REPRESENTATIVES, TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, INJURIES, AND

LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED

ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT, EXCEED THE TOTAL

AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE USE OF THE PRODUCTS UNDER THIS AGREEMENT DURING THE 24-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.

THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT

WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE THE CLAIMANT'S SOLE AND EXCLUSIVE REMEDY.

11.4 Excluded Claims Cap. "Excluded Claims" means any claim and/or liability associated with:
(a) both party's indemnification obligations in Section 10; (b) any breach by Verkada of the DPA; or (c) any breach by Verkada of Section 8 (Data Protection). Verkada's total, cumulative liability for all Excluded Claims will not exceed two (2) times the total amount paid or payable by Customer for use of the Products under this Agreement during the Term.

11.5 Uncapped Claims. "Uncapped Claims" means any claim or liability associated with: (a) Customer's breach of Section 2.2 (License to Customer Data), Section 5.1 (Compliance), and Section 3 of Exhibit B (Customer Obligations) (if applicable); (b) either Party's breach of confidentiality (but not relating to any liability associated with Verkada's security obligations with respect to Customer Data which remains subject to the Excluded Claims cap); or (c) any liability of a Party which cannot be limited under applicable law, including gross negligence, recklessness, or intentional misconduct.

12. MISCELLANEOUS
This Agreement is the entire agreement between Customer and Verkada and supersedes all prior agreements and understandings concerning the subject matter hereof and may not be amended or modified except by a writing signed or electronically acknowledged by authorized personnel by both parties.

Customer and Verkada are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between Customer and Verkada. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. This Agreement is governed by the laws of California without reference to conflicts of law rules. Any notice provided by one party to the other under this Agreement will be in writing and sent either (i) by overnight courier or certified mail (receipt requested), in the case of Customer to Customer's address on record in Verkada's account information and in the case of Verkada, to 405 E. 41" Ave., San Mateo, CA 94401, or (ii) by electronic mail to Customer's email address on record in Verkada's account information or to Verkada at [email protected]. If any provision of this Agreement is found unenforceable, the Agreement will be construed as if such provision had not been included. Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets. In the event of an assignment by Customer in connection with an acquisition of Customer or a sale of all or substantially all of Customer's assets, Customer's License may be transferred to the party acquiring Customer or purchasing all or substantially all of its assets, subject to Verkada's prior written consent, such consent not to be unreasonably withheld. This Agreement may be executed in two or more counterparts, 6 each of which will be deemed an original, but all of which together will constitute one and the same instrument. Facsimile or other electronic copies of such signed copies will be deemed to be binding originals.

A party will not be liable for any failure to perform caused by circumstances beyond its reasonable control which would otherwise make such performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, pandemics, government action, accident, labor difficulties or shortage, inability to obtain materials, equipment or transportation (each, a "Force Majeure Event"). If a Force Majeure Event lasts longer than five (5) business days, the parties will meet to determine if performance under the Agreement can resume as agreed. If the parties cannot agree, then Verkada may terminate the applicable Purchase Order or this Agreement.

If any disputes arise, the parties will first attempt to resolve the dispute informally via good faith negotiation.

If the dispute has not been resolved after 30 days, the parties will resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief) by binding arbitration before a single arbitrator administered by JAMS, its successors and assigns, in San Mateo County, California, unless otherwise agreed by the parties in writing, and pursuant to its arbitration rules. Each party will be responsible for paying any arbitration fees in accordance with the foregoing rules, and the award rendered by the arbitrator may include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed to prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, intellectual property rights or other proprietary rights.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.
[Customer] Verkada Inc.

By: By:

Name: Name:

Title: Title:

Date: Date:
7 EXHIBIT A
Service Levels
Verkada will use commercially reasonable efforts to make the Hosted Software available 99.99% or more of the time during any calendar month. Subject to the exclusions set forth below, an "Outage" will be defined as any time when the Hosted Software is not available due to a cause within the control of Verkada. The availability standard does not apply to any feature of the Hosted Software that Verkada identifies as a "beta" feature or service.

Service Credits
If Verkada fails to achieve the availability percentage above, Customer will be eligible to receive a credit ("Service Credit") calculated as a certain number of days added to the end of the License Term. Service Credits are based on the actual availability of the Hosted Software in a given calendar month as set forth below. Service Credits are non-transferable.

Service Availabilitv Service Credit
Less than 99.99% 3 davs
Less than 99.9% 5 davs
Less than 99% 10 days
Less than 90% 15 davs
Exclusions
Verkada does not include in its calculation of downtime any time the Hosted Software is not available due to:
e Planned maintenance windows where notice of planned unavailability has been given, via the Hosted Software, at least two business days prior to the outage, unless in the case of emergency changes;
e Force Majeure Events;
e Actions or inactions on Customer's part;
e Events arising from Customer's systems or any Customer websites; e ISP or Internet outages outside of Verkada's control.

Chronic Failure & Termination
Customer may elect to terminate this Agreement in accordance with Section 6.2 if the Hosted Software is available less than 90% in a month for three consecutive months or any five months during a rolling twelvemonth period.

Sole Remedy
Notwithstanding any terms to the contrary in the Agreement, the Service Credits are Customer's sole and exclusive remedy for any Outage.

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EXHIBITS
Alarms Addendum
This "Alarms Addendum" sets forth the terms applicable to Customer's use of the Monitoring Services (as defined below).

1. Certain Definitions.
a. "Alarm(s)" means an alarm signal, data, video or audio transmission initiated by the Hardware installed on Customer's premises signaling a specific type of situation that is transmitted to a Call Center for response via the Hosted Software.
b. "Call Center(s)" means a central monitoring station that receives and responds to an Alarm for Customer as more fully set forth below.
c. "Call List" means the list of names, with corresponding telephone numbers and email addresses, of those persons in the order Customer wishes to receive notification of Alarms which must be created, and updated by Customer from time to time, via the Hosted Software.
d. "First Responder(s)" means the entity (e.g., fire department, police department) that is contacted by the Call Center to respond to an Alarm received at the Call Center.
e. "Monitoring Services" means the automated Alarm transmission functionality enabled by the Software that, when triggered, transmits an Alarm to the Call Center for a response, as more fully described in the Documentation. The Monitoring Services are deemed to be a Product under the Agreement.

2. Monitoring Services.
a. In order to use the Monitoring Services, Customer must (i) purchase a License for each location at which Monitoring Services will be provided (a "Monitoring License"); and (ii) enable the "Emergency Dispatch" toggle within the Hosted Software, as more fully described in the Documentation. b. For each Alarm transmitted through the Hosted Software, the Call Center will respond in accordance with its internal operating procedures, and only if warranted in the sole discretion of the Call Center. Not all Alarms require notification to First Responders. If the video verification settings are set to 'Normal Mode' (as described in the Documentation), the Call Center may not notify the individuals on the Call List if it is unable to determine a threat to person or property, including because Call Center cannot discern a threat from the video provided or it is unable to access video of the trigger event. Once dispatched, the Call Center may be unable to recall First Responders. c. In the event of notification to Customer, the Call Center will call the person(s) named in the Call List, in the order set by Customer. Receipt by Customer of any form of notification provided by the Call Center pursuant to the Call List, is deemed compliance with the notification obligation hereunder, which notice may include SMS or voice mail message.
d. If video or audio Alarms are received at the Call Center, the Call Center will monitor such video or sound in accordance with its internal operating procedures, and for so long as the Call Center, in its sole discretion, deems appropriate.

3. Customer's Obligations.
a. Customer (or a properly licensed installer selected by Customer) is responsible for installation (including the design of such installation), maintenance, service, repair, inspection and testing of the Products. Once installed, it is Customer's responsibility (or a properly licensed installer selected by Customer) to configure its Products in order to enable the Monitoring Services, including by creating and maintaining appropriate Trigger and Response Actions via the Hosted Software (i.e., by creating an "Alarm Address" within Customer's account in the Hosted Software and configuring it in Customer's discretion). Monitoring Services will be provided only if the Hardware Products have been configured to transmit Alarms to the Call Center by means of the foregoing.

B-1
b. Customer is responsible, at Customer's sole expense, for supplying all systems, and incidental functionality (e.g., high-speed Internet access, IP Address and or wireless services, all 110 Volt AC power), necessary to operate the Products at Customer's premises.
c. Once delivered, the Hardware Products are in the possession and control of Customer, and it is Customer's sole responsibility to regularly test the operation of its Products. Verkada does not design installations, install, inspect, maintain, service, repair, or test Products for Customers. d. Customer is responsible for obtaining and maintaining all licenses, registration and permits for the Products and Monitoring Services, including those required by the Customer's local government, necessary to use the Products as contemplated under this Alarms Addendum in compliance with applicable laws and regulations.

4. Monitoring Services Exclusions.
a. Except for the systems under its control that Verkada uses to make the Hosted Software available, Alarms are transmitted over third party communication networks beyond the control of Verkada and are not maintained by Verkada. Verkada will not be responsible for any failure by such third-party networks which prevents transmission of Alarms from reaching the Call Center or any damages arising therefrom. b. Verkada will have no liability for permit fees, false alarms, false alarm fines, the manner in which First Responders respond, any response delays caused by the First Responders, the failure of First Responders to respond, or the manner in which Alarms are handled by the Call Centers or First Responders. c. Verkada makes no representation that any aspect of the Products meets code requirements or constitute an alarm system, burglar alarm system, fire alarm system, CCTV system, access control system or other electronic security system, as those terms are defined under the applicable laws of the jurisdictions in which Customer uses the Products.
d. Verkada is not a Call Center and does not provide the services of a Call Center. Verkada does not respond to an Alarm, notify, or attempt to notify the persons named in the Call List, request dispatch of First Responders, or other agents to Customer's premises to investigate or verify an Alarm. The portion of the Monitoring Services performed by Verkada is strictly limited to Verkada's automated signal and data retransmission software, receivers, and related components, routing Alarms generated from the Products at Customer's premise via a third-party network to a Call Center for response. The Customer is not contracting with Verkada to provide the services of the Call Center.

Verkada and the Call Center are independent and unrelated entities, and there is no subcontractor, employer or employee, master or servant, joint venture, partnership, or contractual relationship between them.

5. Suspension & Termination. Verkada may, without prior notice, suspend or terminate the Monitoring Services, in Verkada's sole discretion, in the event of: (a) a Force Majeure Event which renders any aspect of the Monitoring Services inoperable or impractical; (b) Customer defaults in its performance obligations under the Agreement or use of the Products in a manner that violates any applicable law or any third party right of privacy; (c) Call Center's facilities or communication networks are nonoperational; (d) Customer causes the Products to transmit excessive false alarms, runaway signals, or otherwise unreasonably overburdens either Verkada's systems or the Call Center's systems; or (e) Customer fails to provide accurate information within the Call List or fails to properly update the Call List.

6. No Representations or Warranties. Verkada makes no representation or warranty, whether express or implied, that the Products including the Monitoring Services will prevent any loss, damage or injury to any person or property, whether by reason of burglary, theft, hold-up, fire or any other cause, or that the Products will in all cases provide the protection for which they are installed or intended. Monitoring Services are not error-free. Verkada is not an insurer, and Customer assumes all risk for loss or damage to Customer's premises, contents, business interruption, or persons on or around the premises. Customer's sole remedy for Verkada's breach of this Exhibit B is to require Verkada to replace the nonoperational Products as set forth in Section 3.2 of the Agreement.

THE ABOVE EXCLUSIONS WILL NOT APPLY, IF THE GOVERNING LAW WHERE THE CUSTOMER'S PREMISE IS LOCATED PROHIBITS THE EXCLUSION OF IMPLIED WARRANTIES.

7. Indemnity. In addition to Section 10.2 of the Agreement, to the fullest extent permitted by governing law, Customer will indemnify, defend, and hold harmless Verkada lndemnitees from and against any Claim (including reasonable attorney's fees, court costs, fees associated with investigations, or fees or fines relating to permits or false alarms) B-2
arising from Customer's use of the Monitoring Services or its performance, or failure to perform, its obligations under this Exhibit B.

8. Exculpatory Clause.
a. To the fullest extent permitted by governing law, Verkada will not be liable for any loss or damage sustained by Customer caused or contributed by the performance, or failure of performance, of the Monitoring Services under this Exhibit B, even if caused or contributed by any negligence of any kind or degree of the Call Center, Verkada, or any other third-party, except for Verkada's gross negligence in states that do not permit the exculpation of liability for gross negligence, recklessness and willful misconduct. b. IN THE EVENT THAT THE EXCULPATORY CLAUSE IS NOT ENFORCEABLE UNDER THE GOVERNING LAW WHERE THE CUSTOMER'S PREMISES IS LOCATED, THE LIMITATIONS OF LIABILITY IN SECTION 11 OF THE AGREEMENT SHALL GOVERN AND CONTROL.

9. Insurance. Customer must maintain a policy of General Liability and Property Insurance for liability, casualty, fire, theft, and property damage and, upon request, will ensure that Verkada is named as additional insured, and which shall on a primary and non-contributing basis cover any loss or damage related to Customer's use of the Products. Customer assumes all potential risk and damage that may arise by reason of failure of the Products, and Customer will look to its own insurance carrier for any loss or assume the risk of loss. Verkada will not be responsible for any portion of any loss or damage which is recovered or recoverable by Customer from insurance covering such loss or damage or for such loss or damage against which Customer is indemnified or insured. Customer and all those claiming rights under Customer policies waive all rights against Verkada and its subcontractors for loss or damages caused by perils intended to be detected by the Products or covered by insurance to be obtained by Customer, except such rights as Customer or others may have to the proceeds of insurance.

10. Conflict Resolution. In the event of any conflict, discrepancy, or inconsistency between the terms of the Agreement and this Exhibit B, the terms of this Exhibit B will govern and control.

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Gl City Council
DSuccessor Agency
D Housing Authority
D Reclamation Authority
DJoint Powers Authority
Date: December 14, 2022
City q/

IRWINDALE

AGENDA REPORT
To:

From:

Honorable Mayor and Members of the City Council
Julian A. Miranda, City Manager
CC Item 1N
Issue: Acceptance of the 2021-2022 Resurfacing Program: Residential Resurfacing Project- Phase I; P-1034
City Manager's Recommendation:

That the City Council (1) ratify changes to the original scope of work and accept the improvements and maintenance responsibilities for the constructed improvements of the 2021-2022 Resurfacing Program: Residential Resurfacing Project- Phase I; (2) approve the final construction project amount of $623,539.82 under the construction contract with Hardy and Harper, Inc.; (3) approve final construction management and inspection services contract with Z&K Consultants in the amount of $71,431.00; (4) authorize the City Clerk to record the Notice of Completion; and (5) authorize the Finance Director to release the 5% retention amount for the construction project.

Administrative Action:

Submitted by:

Arsanious Hanna,
Director of Engineering/ Building Official
Prepared by:

Luis Pimentel, Assistant Engineer
(626) 430-2259
Reviewed by:

Adrian R. Guerra,
City Attorney
Kambiz Borhani,
Finance Director I City Treasurer
Approved by:

Julian A. Miranda,
City Manager
Electronically Approved
Electronically Approved

Background and Analysis:

On January 26, 2022, the City Council awarded the 2021-2022 Resurfacing Program:

Residential Resurfacing Project- Phase I to Hardy and Harper in the amount of $590,000.00, plus a 20% contingency in the amount of $118,000.00 for a total of $708,000.00.

Two (2) change orders totaling $32, 162.27 were issued for this project. The change orders consisted of adjustments to line item quantities on the original contract costs and the construction of a raised crosswalk on Calle de Paseo, which included concrete and signing and striping work. In addition, Oltman Construction's deposit of $137,272.10 was used to pay for this service contract also.

This project has been completed per the approved plans and specifications. The final construction costs of the Residential Resurfacing Project - Phase I, including the two change orders, are $623,539.82, which is $84,460.18 less than the authorized amount. Staff recommends that the City Council ratify the changes in the contract amount due to the additional work.

The City Council awarded the contract for construction management and inspection services to Z&K Consultants, Inc. for $59,968.00 plus a 20% contingency in the amount of $11,994.00 for a total amount of $71,962.00. The final amount of the services provided is $71,431.00 which is $531.00 less than the authorized amount.

Ratification of the changes in the work and acceptance of the work by the City Council complies with the acceptance and prompt payment provisions of the Public Contract Code.

The total cost of the project is $697,880.73. This includes the design, advertisement, bidding, inspection, construction, and all other associated costs for this project as shown below:

Construction $ 623,539.82
Construction Manaqement & Inspection $ 71,431.00
Other Costs (Advertisement, PS&E Reproduction, etc.) $ 2,909.91 Total Cost of Project $ 697,880.73
The total cost of the project is $697,880.73, which is $187,610.37 less than the total budget of $885,491.00.

The Project is now complete and staff recommends that the City Council accept the improvements and maintenance responsibility for the Residential Resurfacing Project - Phase I. Acceptance of the improvements by the City Council will render the project complete.

Once the project is complete, the City may file a Notice of Completion and release the retention amount for the project. Staff therefore recommends that the City Council authorize the City Clerk to record the Notice of Completion and authorize the Finance Director to release the 5% retention amount for the construction project.

Page2
Fiscal Impact:

The 5% retention payable amount for Hardy & Harper Inc. is $31, 176.99. There is sufficient funding available in the budget to pay for this amount. Future request for the reallocation of the remaining $187,610.37 budget to the Residential Resurfacing Project- Phase II will be presented to the City Council for consideration at the time service contract is being awarded.

Attachments:
• Notice of Completion

RECORDING REQUESTED BY: I

CITY OF IRWINDALE I
WHEN RECORDED MAIL TO:

Arsanious M. Hanna
City of Irwindale
Department of Public Works
5050 N. Irwindale Avenue
Irwindale, CA 91706
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SPACE ABOVE THIS LINE FOR RECORDER'S USE

NOTICE OF COMPLETION OF

PUBLIC IMPROVEMENT AND WORK
NOTICE IS HEREBY GIVEN THAT:

1. The undersigned is owner of an interest or estate in the hereinafter described real property, the nature of which interest or estate is: DEDICATED PUBLIC ROAD RIGHT OF WAY EASEMENTS

2. The full name of the owner is: CITY OF IRWINDALE.

3. The full address of the owner is: 5050 NORTH IRWINDALE AVENUE, IRWINDALE, CALIFORNIA, 91706.

4. On the 14th day of DECEMBER 2022, there was completed upon the hereinafter-described real property the following work: 2021-2022 RESURFACING PROGRAM: RESIDENTIAL RESURFACING PROJECT - PHASE I (P-1034).

5. The name of the original contractor for the work described above was: HARDY AND HARPER INC.

6. The real property referred to herein is situated in the City of Irwindale, County of Los Angeles, State of California and is described as follows: AYON AVENUE. CALLE DEL NORTE, PAT MIRANDA LANE, CALLE DE PASEO, ALLEN DRIVE. PROGRESS LANE, CENTRAL STREET AND PEPPERTREE LANE.

DATED: --------' 2022
ATTEST:

Chief Deputy City Clerk
Arsanious M. Hanna, Director of Engineering/Building Official City of Irwindale
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of ______ _
Subscribed and sworn to (or affirmed) before me on this ___ day of ______ , 20_, by _________________________________ _
proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. (Seal) Signature __________ _
ISJCity Council
OSuccessor Agency
DHousing Authority
D Reclamation Authority
DJoint Powers Authority
Date: December 14, 2022
atyef

IRWINDALE

AGENDA REPORT
To:

From:

Honorable Mayor and Members of the City Council
Julian A Miranda, City Manager
CC Item 10
Issue: Amendment No. 1 to Contract Services Agreement with Johnson-Frank & Associates, Inc. for Topographic-Hydrographic Survey of Eight (8) Sand and Gravel Mines; P-1048
City Manager's Recommendation:

That the City Council approve and authorize City Manager to execute Amendment No. 1 the Contract Agreement with Johnson-Frank & Associates, Inc. for the TopographicHydrographic Survey of Eight (8) Sand and Gravel Mines (P-1048) to increase the contract amount from $135,400 to $161,763 (an increase of $26,363).

Administrative Action:

Submitted by:

Arsanious Hanna, City Engineer/ Building Official
Prepared by:

Francisco Carrillo,
Construction Compliance Manager
(626) 430-2251
Reviewed by:

Adrian R. Guerra, City Attorney
Kambiz Borhani, Finance Director I City Treasurer
Approved by:

Julian Miranda, City Manager
01005.0006/842249.1
Electronically Approved

Background and Analysis:

On September 14, 2022, the City Council awarded a contract for the TopographicHydrographic Survey of Eight (8) Sand and Gravel Mines to Johnson-Frank & Associates, Inc. (JFA) in the amount of $135,400.

Since the initial contract award, JFA has submitted two change orders for the City.

The first change order request is to provide the City with a proposed scope of work to provide underwater topography of the "hard" and "soft" bottom of the lakes. Since the last topographic and bathymetric survey done a couple of years ago, mining companies have expressed concerns regarding the details and accuracy of surveying of their pits as it relates to underwater backfilling operations. The additional scope of work consists of a single beam dual frequency hydrographic survey that will allow for targeting different wave energy to allow for discerning between the "hard" and "soft" bottom of the lakes.

The second change order reflects that the hydrographic survey for Reliance I Quarry as it was originally intended and requested per the contract documents was suspended.

Thus, this change order will be a credit to the City in the amount of $6,527.00.

The mining operators were presented with the additional scope of work and have agreed to pay their portion. Thus, an amendment to the existing contract services agreement with JFA is needed to increase the contract amount by $26,363, from $135,400 to $161,763.

The attached contract agreement amendment has been reviewed and approved as to form by the City Attorney's office.

Fiscal Impact:

None. Funds for the increase to the contract have been paid to Deposit Account No. 13- 00-000-25100-4222 that was created to collect all funds from the mining operators.

Attachment(s):
• Amendment No. 1 to Contract Agreement for Professional Services • Two proposed change orders outlining the breakdown of the costs.

Page2
AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACT SERVICES
TOPOGRAPHIC-HYDROGRAPHIC SURVEY OF EIGHT (8)
SAND AND GRAVEL MINES (P-1048)
THIS AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACT SERVICES TOPOGRAPHIC-HYDROGRAPHIC SURVEY OF EIGHT (8) SAND AND GRAVEL MINES; (P-1048) ("Amendment No. 1") is dated December 14, 2022, by and between the CITY OF IRWINDALE, a California Charter city and municipal corporation ("City") and Johnson-Frank & Associates, Inc. 5150 E. Hunter Avenue, Anaheim, CA 92807 ("Consultant") is effective as of the 14th day of December, 2022.

RECITALS
A. City and Consultant entered into that certain Agreement for Contractual Services dated September 14, 2022 ("Agreement") whereby Consultant agreed to provide professional services for the Topographic-Hydrographic Survey of Eight (8) Sand and Gravel Mines ("Services").

B. Pursuant to section 2.3 of the Agreement, the City requested additional scope of work , JF A was able to provide the City with a proposed scope of work to provide underwater topography of the "hard" and "soft" bottom of the lakes. The additional scope of work consists of a single beam dual frequency hydrographic survey that will allow for targeting different wave energy to allow for discerning between the "hard" and "soft" bottom of the lakes.

C. City and Consnltant now desire to amend the Agreement to reflect the changes outlined on item No. 1 of the terms.

TERMS

1. Contract Changes. The Agreement is amended as provided herein (deletions shown in strikethough and additions shown in bold italics).

A. Section 2.1 Contract Sum, is hereby amended to read in its entirety as follows:

For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of One Hundred Sixty-One Thousand Seven Hundred Sixty-three and 001100 Dollars ($161, 763) Goo Hundred Thirty Five Thousand Four Hundred Dollars ($135,400) ("Contract Sum"), unless additional compensation is approved pursuant to Section 2.3.

B. Exhibit "A" Scope of Services and Exhibit "C" Schedule of Compensation are hereby amended to incorporate Change Order Nos. 1 and 2, attached hereto as Exhibit "A-1."
- 1 - 01005.0006/842250.1

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

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

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

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

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

5. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE]
- 2 - 01005.0006/842250.1
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date and year first-above written.

ATTEST:

Laura Nieto, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Adrian R. Guerra, City Attorney
CITY:

CITY OF IR WIND ALE, a municipal corporation
Julian A. Miranda, City Manager
CONSULTANT:

JOHNSON-FRANK & ASSOCIATES, INC.

By: ______________ _
Name: Alan D. Frank
Title: President I Secretary
By: _____________ _
Name: Roger A. Frank
Title: Vice President
Address: 5150 E. Hunter Avenue
Anaheim, CA 92807
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. - 3 - 01005.0006/842250.l

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On , 2022 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature:

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

D INDIVIDUAL

D CORPORA TE OFFICER

TITLE(S) TITLE OR TYPE OF DOCUMENT

D PARTNER(S) D LIMITED

D GENERAL

D ATTORNEY-IN-FACT

D TRUSTEE(S) NUMBER OF PAGES

D GUARDIAN/CONSERVATOR

D OTHER
SIGNER IS REPRESENTING: -·-··

DATE OF DOCUMENT
(NAME OF PERSON(S) OR ENTITY(IES))

SIGNER(S) OTHER THAN NAMED ABOVE
01005.0006/842250.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On , 2022 before me, , personally appeared _, proved to ine on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature:

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

D INDIVIDUAL

D CORPORATE OFFICER

TITLE(S) TITLE OR TYPE OF DOCUMENT

D PARTNER(S) D LIMITED

D GENERAL

D ATTORNEY-IN-FACT

D TRUSTEE(S) NUMBER OF PAGES

D GUARDIAN/CONSERVATOR

D OTHER
SIGNER IS REPRESENTING: DATE OF DOCUMENT
(NAME OF PERSON(S) OR ENTITY(IES))

SIGNER(S) OTHER THAN NAMED ABOVE
01005.0006/842250. I
G:JCity Council
OSuccessor Agency
0 Housing Authority
OReclamation Authority
OJoint Powers Authority
Date: December 14, 2022
C!!y1y

IRWINDALE

AGENDA REPORT
To: Honorable Mayor and Members of the City Council
From: Julian A Miranda, City Manager
CC Item 1P
Issue: Approve Additional Fee Waiver for the Tournament of Roses Waiving City Transportation/Oversized Vehicle Fees
City Manager's Recommendation:

That the City Council of the City of Irwindale approve Resolution No. 2022-128-3378 entitled: "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE

APPROVING A FEE WAIVER FOR THE PASADENA TOURNAMENT OF ROSES 501(c)(3) NONPROFIT ORGANIZATION, WAIVING ADDITIONAL CITY TRANSPORTATION/OVERSIZED VEHICLE FEES IN THE AMOUNT OF $64.00." Administrative Action:

Submitted by:

Assistant City Manager, Theresa Olivares
Prepared by:

Iris Espino, Assistant to the City Manager
Reviewed by:

Adrian Guerra, City Attorney Electronically approved
Electronically Approved
Kambiz Borhani, Finance Director I City Treasurer
Approved by:

Julian A Miranda, City Manager fr-A.~
01005.0001/834441.1 Page 1
Background and Analysis:

The City of Irwindale is home to 75% of the Rose Parade float builders making Irwindale the Rose Float Building Capital. Each year the rose floats travel through Irwindale en route to the Pasadena Tournament of Roses Parade (TOR). The convoy event draws large crowds of spectators to Irwindale, which lines the streets along the route to get a sneak peek at what the world will see on New Year's Day 2023.

City Council approved Resolution 2022-108-3358 on November 9, 2022, approving a fee waiver for TOR, an established 501 (c)(3) non-profit charitable organization, for 64 transportation permits in the amount of $1,024 in fees per the Fee Waiver Policy.

TOR is requesting a fee waiver for two additional floats for the 2022 float convoy event that will require four transportation permits, which cover both travel to the Rose Parade and the return trip to Irwindale. Each transportation permit costs $16 totaling $64 in fees.

The City has waived these fees in the past due to the benefits to the community. The benefits include the outstanding partnerships the float builders supply to our residents and businesses. Some of the benefits include the pre-parade event where the City's community can get up close and personal with the rose floats. This includes the community engagement that is generated through the pre-parade events that the various float builders host for our community. Additionally, the surrounding businesses benefit from increased revenues due to the large crowds of spectators the event attracts, who visit these businesses the week leading up to and including New Year's Eve.

The applicant's request to waive transportation permit fees meets the criteria for consideration of a fee waiver according to the City of lrwindale's Fee Adjustment Policy.

The City's Fee Adjustment Policy provides cost reduction for those non-profit organization applicants, which are taking action to invest in community events. The Policy encourages investment in community events, and this procession creates civic and community enjoyment as well as benefits to the surrounding businesses from increased revenues due to the large crowds of spectators.

Staff recommends that the City Council grant a transportation/oversized vehicle fee waiver in the amount of $64.00 according to the approved "City of Irwindale Fee Adjustment Policy" section 11(2)(a) insofar as it provides a benefit of investment in the community.

Fiscal Impact:

The approval of this item will result in a fee waiver of $64.00. This fee would have otherwise been collected as revenue to the General Fund.

Attachment(s): Resolution No. 2022-128-3378
2022 Transportation Permit List
Fee Waiver Form
Page2
RESOLUTION NO. 2022-128-3378

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE

APPROVING A FEE WAIVER FOR THE PASADENA TOURNAMENT OF ROSES 501(c)(3) NONPROFIT ORGANIZATION, WAIVING ADDITIONAL CITY TRANSPORTATION/OVERSIZED VEHICLE FEES IN THE AMOUNT OF $64.00 WHEREAS, the City of Irwindale is home to 75% of the Rose Parade float builders making Irwindale the Rose Float Building Capital; and
WHEREAS, each year the rose floats travel through Irwindale on route to the Pasadena Tournament of Roses Parade; and
WHEREAS, this convoy event draws large crowds of spectators to Irwindale, which line the streets along the route to get a sneak peek at what the world will see on New Year's Day 2023; and
WHEREAS, the Pasadena Tournament of Roses is an established 501 (c)(3) nonprofit charitable organization and is requesting an additional fee waiver for the 2022 float convoy event that will require four transportation permits, which covers both travel to the Rose Parade and the return trip to Irwindale. Each transportation permit costs $16 totaling $64.00 in fees; and
WHEREAS, the City's Fee Adjustment Policy provides cost reduction for those non-profit organization applicants, which are taking action to invest in community events; and
WHEREAS, the City's Fee Adjustment Policy encourages investment in community events, and this procession creates civic and community enjoyment as well as benefits to the surrounding businesses from increased revenues due to the large crowds of spectators; and
WHEREAS, this event qualifies for, and the City Council desires to grant a transportation/oversized vehicle fee waiver according to the approved "City of Irwindale Fee Adjustment Policy" section 11(2)(a) insofar as it provides a benefit of investment in the community.

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

SECTION 1. The City Council finds the above recitals true and correct and incorporates them herein by this reference.
01005.0001/842761.1
SECTION 2. The City Council finds that waiving the fee of $64.00 for four transportation permits, covering travel to the Rose Parade and return trip to Irwindale serves the valid public purposes described in the above recitals as incorporated herein.

SECTION 3. Based on the above finding, the City Council hereby approves the Pasadena Tournament of Roses' Application for Fee Adjustment by waiving the Transportation/Oversized vehicle fee for four transportation permits in a total amount of $64.00.

SECTION 4. The Chief Deputy City Clerk shall attest to the adoption of this resolution, which shall, in turn, have immediate effect.

PASSED, APPROVED and ADOPTED this 14th day of December 2022.

ATTEST:

Laura M. Nieto, MMC
Chief Deputy City Clerk
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES } ss.

CITY OF IRWINDALE }
Larry G. Burrola, Mayor
I, Laura M. Nieto, Chief Deputy City Clerk of the City of Irwindale, do hereby certify that the foregoing Resolution No. 2022-128-3378 as duly adopted by the City Council of the City of Irwindale, at a regular meeting held on the 14th day of December 2022, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
01005.0001/842761.1
Laura M. Nieto, MMC
Chief Deputy City Clerk
City of Irwindale
Application for Fee Adjustment
Property Owner City of Irwindale
Address Irwindale City Streets
Location of property to be improved/developed: Irwindale Ave to Arrow Hwy to Live Oak Ave.

Request is to move twp additional floats to/from Pasadena for 2023 Rose Parade on streets of Irwindale Name and description of organization (if applicable):

Pasadena Tournament of Roses (TofR) -A non-profit 501(c) organization with all proceeds supporting higher education and other related charities. TofR maintains float building operations in Irwindale where over 75% of the floats are constructed.

Improvement or development to the property:

N/A
Fee(s) requesting to be waived:
$64.00
Public purpose served by improvement or development (attach documents that establish the benefit to the community or the promotion of the public health, safety, and welfare, or the public service that will be provided):

This convoy event draws large crowds of spectators to Irwindale and increases business activity for the surrounding businesses.
2023 ROSE PARADE - Transportation Permits
Leaving Returning to
Float Irwindale Irwindale
1 Bazic Products 11/10/2022 1/3/2023
2 Big 10 (Rose Bowl University #1) 11/10/2022 1/3/2023
3 Blue Diamond Almond Growers 11/10/2022 1/3/2023
4 PAC-12 (Rose Bowl Universtiy #2) 11/10/2022 1/3/2023
5 MEG (Mansion Entertainment Group) 11/10/2022 1/3/2023 6 AIDS Healthcare Foundation 1/1/2023 1/3/2023
7 American Honda 1/1/2023 1/3/2023
8 BIASC 1/1/2023 1/3/2023
9 City of Alhambra 1/1/2023 1/3/2023
10 City of Hope 1/1/2023 1/3/2023
11 Claremont Mckenna College 1/1/2023 1/3/2023
12 Donate Life 1/1/2023 1/3/2023
13 Elks USA 1/1/2023 1/3/2023
14 Enjoy Illinois 1/1/2023 1/3/2023
15 Kaiser Permanente 1/1/2023 1/3/2023
16 Kiwanis International 1/1/2023 1/3/2023
17 Lions Club International 1/1/2023 1/3/2023
18 Louisiana Travel 1/1/2023 1/3/2023
19 Lutheran Laymen's League 1/1/2023 1/3/2023
20 NASCAR 1/1/2023 1/3/2023
21 Noun Dao (Stoopid Buddy Studios) 1/1/2023 1/3/2023
22 Odd Fellows & Rebekahs 1/1/2023 1/3/2023
23 RFDTV /Mutual of Omaha 1/1/2023 1/3/2023
24 Rose Bowl Legacy Foundation 1/1/2023 1/3/2023
25 Rose Parade Opening Unit 1/1/2023 1/3/2023
26 Rotary 1/1/2023 1/3/2023
27 San Diego Zoo Global 1/1/2023 1/3/2023
28 Shriners Hospitals 1/1/2023 1/3/2023
29 The Royal Court 1/1/2023 1/3/2023
30 Torrance Rose Float Association 1/1/2023 1/3/2023
31 Trader Joe's 1/1/2023 1/3/2023
32 Western Asset 1/1/2023 1/3/2023
Additional request made 12/7 /2022
33 Cal Poly Universities 12/19/2022 1/2/2023
34 Snap Inc. 12/22/2022 1/3/2023
CC Item 1Q
~City Council
D Successor Agency
D Housing Authority
IRWINDALE myef I _____ __
D Reclamation Authority
DJoint Powers Authority

AGENDA REPORT
Date:

To:

From:

Issue:

December 14, 2022
Honorable Mayor and Members of the City Council
Julian A. Miranda, City Manager
Rejection of Claim: Jose Herrera Gudino vs. City of Irwindale City Manager's Recommendation:

Staff recommends City Council (1) Reject the claim of Jose Herrera Gudino vs. City of Irwindale, and (2) Direct staff to send a letter of rejection.

Administrative Action:

Prepared I Submitted by:

Armando Hegdahl, Management Analyst
Reviewed by:

Adrian R. Guerra, City Attorney
Kambiz Borhani, Finance Director I City Treasurer
Approved by:

Julian A. Miranda, City Manager
Background and Analysis:

Electronically Approved
Electronically Approved
I
On November 14, 2022, the City received a claim for damages from claimant Jose Herrera Gudino. Claimant Gudino alleges that several personal belongings went missing while he was detained by Irwindale Police. The claim was submitted in Spanish and the following is a translation of the claim:

Name of any City employees involved in injurv or damage: I don't know the names Where did damage or injurv occur?: Foothill Street and 210 fwy, before the freeway on ramp.
01005.0001/842810.1 Page 1
Describe in detail how the damage or injury occurred: I was detained and I placed all my belongings on top of the trunk of a patrol car. An officer took my ID from there to prepare a report. That was the last time I saw my wallet, which was placed beside a charger and a black plastic container.

Why do you claim the City of Irwindale is responsible?: Because they detained me, they were the ones that took my wallet. They never returned anything.

What damage or injuries do you claim resulted?: A blue wallet valued at $500, approximately $200 cash, ID cards, 5 bank cards, Kaiser card, Costco, gift card, I don't remember.

State the amount which you are claiming as of the date of presentation of this claim: I'm requesting that my wallet or the declared value be recovered, and for the one responsible to come forward.

Give estimated amount of future losses due to injury or damage: Wallet $500, cash $200, cards $100. Total $800. [end of claim]
The claim was reviewed by the City's claims adjuster, Carl Warren & Co., who has recommended that the claim be rejected since the police report noted that only weapons were confiscated on the date in question. Irwindale Police did not take possession of the items listed on the claim form.

Accordingly, staff recommends that the City Council reject the claim. Alternatively, the City Council may direct the City Manager to negotiate resolution of the claim.

Fiscal Impact:

None.

Attachment:

Rejection Notice to City from Carl Warren & Co.

Claim for Damages received November 14, 2022