AGENDA
LAKE FOREST CITY COUNCIL
Regular Meeting of the City Council
Tuesday, November 4, 2025
Public Session 6:30 p.m.
City Council Chambers, 100 Civic Center Drive, Lake Forest, California NOTICE: Pursuant to Lake Forest Municipal Code Section 2.04.010, Regular Meetings of the City Council are held the First and Third Tuesday of each month at the hour of 5:30 p.m. for Closed Session matters, if required.
The Public Session of the meeting shall commence at 6:30 p.m. or as soon thereafter as possible. Special Meeting times may be held at a different time and date as listed on the Agenda.
AGENDA DOCUMENT REVIEW: The Agenda and staff reports are available on the Internet at https://www.lakeforestca.gov/en/government/meeting-agendas-and-minutes/meeting-agendas and at the City
Clerk’s Office, 100 Civic Center Drive, Lake Forest, California, on the Friday before the meeting on Tuesday.
AGENDA DESCRIPTION: The Agenda descriptions are intended to give notice to members of the public of a general summary of items of business to be transacted or discussed. The listed Recommended Action represents staff’s recommendation. The City Council may take any action which it deems to be appropriate on the agenda item and is not limited in any way by the recommended action.
AGENDA ON SOCIAL MEDIA: This meeting will be streamed through Facebook Live. Comments will not be taken via Facebook Live. The City provides the Facebook Live stream as an additional service to the public.
However, the City cannot guarantee that its network and/or the site will be uninterrupted. The City is not responsible for any interrupted service.
SPECIAL NOTICE REGARDING PUBLIC ACCESS TO THE MEETING AND PUBLIC COMMENT:
PUBLIC PARTICIPATION: In addition to attending in person, members of the public may access the meeting live on our website at https://www.lakeforestca.gov/en/government/meeting-agendas-and-minutes/meeting-agendas .
PUBLIC COMMENT PRIOR TO THE MEETING: Members of the public may submit email comments to [email protected]. Email comments will be uploaded to the agenda packet and made part of the official public record of the meeting and will not be read at the meeting. To ensure staff reviews all comments prior to the City Council meeting, please submit email comments no later than 5:00 p.m. the day of the meeting.
PUBLIC COMMENT: Members of the public may provide comments in-person at the meeting. Public comments will no longer be accepted remotely. Those wishing to provide comments in-person at the meeting will be asked to submit a request to speak to the City Clerk. To ensure prompt distribution to the City Council, members of the public wishing to provide written materials to the City Council should do so prior to the start of the meeting or as close thereto as possible, as time will not be taken during the public comment period to distribute written materials to the City Council.
TRANSLATION SERVICE: Interpreters are available by request to members of the public that prefer to make their public comments in Spanish or Chinese. Requests for a translator need to be received by 8:00 a.m. the November 4, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 1 Monday before the scheduled City Council meeting. Such requests must be received via email at [email protected]
Los intérpretes están disponibles previa solicitud para el público que prefiera hacer sus comentarios públicos en español o chino. Las solicitudes de traductor deben recibirse antes de las 8:00 a. m. del lunes anterior a la reunión programada del Concejo Municipal. Dichas solicitudes deben recibirse por correo electrónico a [email protected]
如果大眾願意用西班牙語或中文發表公開評論
，
我們可應要求提供口譯服務。需要在預定市議會會議之前的周一上
午
8:00
之前收到翻譯請求。此類請求必須透過電子郵件收到
：
[email protected]
Rúguǒ dàzhòng yuànyì yòng xībānyá yǔ huò zhōngwén fābiǎo gōngkāi pínglùn, wǒmen kě yīng yā oqiú tígōng kǒuyì fúwù. Xūyào zài yùdìng shì yìhuì huìyì zhīqián de zhōuyī shàngwǔ 8:00 Zh īqián shōu dào fānyì qǐngqiú. Cǐ lèi qǐngqiú bìxū tòuguò diànzǐ yóujiàn shōu dào: translat [email protected]
CALL TO ORDER:
6:30 p.m.
Council Members:
Doug Cirbo
Mark Tettemer
Benjamin Yu
Mayor Pro Tem:
Robert Pequeño
Mayor:
Scott Voigts
City Manager:
Debra Rose
City Attorney:
Matthew E. Richardson
City Clerk:
Thy Merritt
PUBLIC SESSION:
6:30 p.m.
PUBLIC SESSION: At this time, the City Council will convene to consider public matters. Those wishing to address the City Council may submit a completed “Request to Speak” form to the City Clerk prior to City Council action.
INVOCATION:
The Invocation will be provided by a representative of the Church of Jesus Christ of Latter-day Saints.
PLEDGE OF ALLEGIANCE:
The Pledge of Allegiance to the Flag of our Country
to be led by Girl Scout Troop.
REPORT FROM STUDENT LIAISON:
Report from Ethan Barro, Student Liaison
from El Toro High School.
November 4, 2025
LAKE FOREST CITY COUNCIL AGENDA
PRESENTATIONS (Item No. 1)
1. RECOGNITION OF THE 2025 LAKE FOREST CIVIC ACADEMY
GRADUATES
RECOMMENDED ACTION: Recognize the graduates of the 2025 Lake Forest Civic Academy.
PUBLIC COMMENTS
Members of the public can submit an e-comment to
[email protected]
. E-comments will
not
be read at the meeting.
Members of the public may also provide comments in-person at the meeting. Those wishing to provide comments in-person at the meeting will be asked to submit a request to speak to the City Clerk.
CONSENT CALENDAR (Item Nos. 2 – 10)
All matters listed under the Consent Calendar are considered routine and will be enacted by one vote. There will be no separate discussion of these items unless Members of the City Council, the public, or staff request specific items be removed from the Consent Calendar for separate action.
2. MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES RECOMMENDED ACTION:
Said Ordinances and Resolutions which
appear on the public agenda shall be determined to have been read by title and further reading waived.
3. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON OCTOBER 21, 2025
RECOMMENDED ACTION:
Approve as submitted.
4. QUARTERLY TREASURER'S REPORT - QUARTER ENDED
SEPTEMBER 30, 2025
RECOMMENDED ACTION: Receive and file.
5. MEASURE M2 EXPENDITURE REPORT
November 4, 2025
LAKE FOREST CITY COUNCIL AGENDA
RECOMMENDED ACTION: 1. Authorize the Director of Finance to submit the City of Lake Forest Annual Measure M2 Expenditure Report to the Orange County Transportation Authority. 2. Adopt a Resolution entitled: A
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, CONCERNING THE MEASURE M2 EXPENDITURE
REPORT FOR THE CITY OF LAKE FOREST.
6. ESTABLISHMENT OF PERMIT PARKING ON EL CABALLO STREET RECOMMENDED ACTION: Adopt a Resolution entitled: A RESOLUTION
OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA,
ESTABLISHING PERMIT PARKING ON EL CABALLO STREET
PURSUANT TO CALIFORNIA VEHICLE CODE SECTION 22507 AND THE
LAKE FOREST RESIDENTIAL PARKING MANAGEMENT POLICY
7. FIRST AMENDMENT TO AGREEMENT FOR STREET MAINTENANCE
SERVICES
RECOMMENDED ACTION: 1. Approve the First Amendment for
Maintenances Service with Charles Abbott Associates. 2. Authorize the Mayor to sign, and the City Clerk to attest the First Amendment with Charles Abbott Associates, substantially in the form attached.
8. VONAGE CLOUD UPGRADE
RECOMMENDED ACTION: 1. Approve the Agreement with Vonage Business, Inc. for the City’s Business Cloud Upgrade Telephone System. 2.
Authorize the Mayor to execute, and the City Clerk to attest, the Agreement with Vonage Business, Inc., substantially in the form attached.
9. FIRST AMENDMENT TO THE AFFORDABLE HOUSING LOAN
AGREEMENT WITH NATIONAL COMMUNITY RENAISSANCE FOR THE
ASPAN COURT AFFORDABLE HOUSING PROJECT
RECOMMENDED ACTION: Approve a Resolution entitled: “A
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, November 4, 2025
LAKE FOREST CITY COUNCIL AGENDA
CALIFORNIA, APPROVING AN AFFORDABLE HOUSING AGREEMENT
BETWEEN THE LAKE FOREST HOUSING AUTHORITY, THE CITY OF
LAKE FOREST AND NATIONAL COMMUNITY RENAISSANCE”
10. FOURTH AMENDMENT TO PROFESSIONAL CONSULTANT SERVICES
AGREEMENT WITH THERESA DOBBS (DBA HOUSING
REHABILITATION CONSULTING SERVICES) FOR HOUSING
REHABILITATION CONSULTING SERVICES.
RECOMMENDED ACTION: 1. Approve the Proposed Fourth Amendment to the Professional Consultant Services Agreement with Theresa Dobbs dba Housing Rehabilitation Consulting Services. 2. Authorize the Mayor to execute, and the City Clerk to attest, the Fourth Amendment to the Agreement with Theresa Dobbs dba Housing Rehabilitation Consulting Services, substantially in the form attached.
DISCUSSION/ACTION ITEMS (Item Nos. 11 – 12)
The following matters are for City Council consideration/discussion/action. Members of the public may have the opportunity to address these items if they wish to do so. Please complete the Request to Speak form and give to the City Clerk.
11. EL TORO PARK PICKLEBALL CONSTRUCTION PROJECT UPDATE RECOMMENDED ACTION: Exercise City Council Discretion.
Or
Receive and File.
12. ADOPTION OF THE 2025 CALIFORNIA BUILDING STANDARDS CODES
WITH LOCAL AMENDMENTS
RECOMMENDED ACTION: 1.AN ORDINANCE OF THE CITY COUNCIL
OF THE CITY OF LAKE FOREST CALIFORNIA, REPEALING
ORDINANCE NO. 360, AMENDING CHAPTERS 8.02, 8.06, 8.08, 8.14,
8.16, 8.20, 8.22, AND 8.24, AND REPEALING CHAPTER 8.04, OF THE
LAKE FOREST MUNICIPAL CODE, AND ADOPTING BY REFERENCE
THE 2025 EDITION OF THE CALIFORNIA BUILDING STANDARDS
November 4, 2025
LAKE FOREST CITY COUNCIL AGENDA
CODE (CALIFORNIA CODE OF REGULATIONS, TITLE 24), TOGETHER WITH CERTAIN ADDITIONS, AMENDMENTS, AND DELETIONS. 2. Direct staff to schedule a November 18, 2025, public hearing to adopt the Ordinance identified in Recommended Action 1, including provision of the appropriate public hearing notices.
CITY MANAGER'S REPORT
At this time, the City Manager may comment on agenda and non-agenda items; and report on items of interest to the City Council and community.
CITY COUNCIL COMMENTS
At this time, City Council Members may comment on agenda or non-agenda matters. No discussion may take place on any item not appearing on the posted agenda. Council Members may ask a question for clarification, respond to statements made or questions posed by the public, make a brief announcement, or make a brief report on his or her own activities. In addition, the City Council may refer to staff or other resources for factual information, request staff to report back at a subsequent meeting or direct staff to place a matter of business on a future agenda. No action may be taken on non-agenda matters unless authorized by law (Government Code Section 54954.2).
Council Member Cirbo:
Council Member Tettemer:
Council Member Yu:
Mayor Pro Tem Pequeño:
Mayor Voigts:
November 4, 2025
LAKE FOREST CITY COUNCIL AGENDA
ADJOURNMENT
In compliance with the Americans With Disabilities Act, if you need special assistance to participate in this Meeting, including auxiliary aids or services, you should contact the Office of the City Clerk at (949) 461-3400.
Notification 48 hours prior to the Meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. The City Council agenda and agenda back-up materials can be obtained from the Office of the City Clerk on the Friday prior to the City Council meeting. Copies of all Agendas, Staff Reports and Supporting Materials can also be found on the City’s website – https://www.lakeforestca.gov/129/Agendas
.
Agenda and agenda packets, if requested, will be made available in an appropriate alternative format to persons with a disability as required by the Americans With Disabilities Act. Copies of the agenda are provided at no cost and agenda back-up materials are available at the per page copy cost.
The City of Lake Forest mailing address is
City Council Chambers, 100 Civic Center Drive, Lake Forest, California
.
Phone: (949) 461-3400. FAX (949) 461-3511
CERTIFICATION: I, Thy Merritt, City Clerk of the City of Lake Forest, California, hereby certify that the foregoing agenda was posted for public review
at City Hall
on October 30, 2025.
Thy Merritt
City Clerk
November 4, 2025
LAKE FOREST CITY COUNCIL AGENDA
CITY COUNCIL AGENDA REPORT
MEETING DATE: 11/4/2025
DEPARTMENT: Management Services
SUBJECT:
RECOGNITION OF THE 2025 LAKE FOREST CIVIC ACADEMY GRADUATES RECOMMENDED ACTION(S):
Recognize the graduates of the 2025 Lake Forest Civic Academy.
EXECUTIVE SUMMARY:
The Lake Forest Civic Academy began as the Citizens Leadership Academy in 2003 and provides participants with an inside look at City operations. The eight- week course includes presentations from each City department, as well as the Orange County Sheriff’s Department, Orange County Fire Authority, Southern California Edison, El Toro Water District, and Irvine Ranch Water District.
The 2025 class included the following 25 graduates:
David Antenesse
Deborah Antenesse
Sharon D Brimer
Jeff Derencin
Beth Evans
David Ferger
Elizabeth Fogarty
Justo Fuentes
Kyle Guerin
Golnar Javadi
Roya Javaherchi
Becky Keene
Travis Last
Stephanie Louie
Monica McCarthy
Oleksandr Mykhailonok
Tammy Nguyen
Jenna Olson
Sophia Pearsall
Item: 1
8 Eleonor Phillips
Amir Sabei
Shannon Strassburg
Dan Tran
Gabriel Velez
Wei Zhao
Tonight, the City Council has the opportunity to present a Certificate of Recognition to the members of the 2025 Lake Forest Academy in attendance (Attachment).
FISCAL IMPACT:
There is no fiscal impact associated with the recommended action.
ATTACHMENTS:
2025 Lake Forest Civic Academy Graduate Certificates
Initiated By: Erin Rodriguez, Sr. Communications and Marketing Analyst Submitted By: Sean McGovern, Deputy City Manager
Approved By: Debra Rose, City Manager
Item: 1
9 ATTACHMENT
Item: 1
10 CERTIFICATE OF RECOGNITION
THE LAKE FOREST CITY COUNCIL
HEREBY RECOGNIZES
Civic Academy Participant
The City Council and City of Lake Forest would like to thank you for attending the 2025 Lake Forest Civic Academy.
November 4, 2025
________________________
SCOTT VOIGTS
MAYOR
________________________
ROBERT PEQUEÑO
MAYOR PRO TEM
_________________________
MARK TETTEMER
COUNCIL MEMBER
________________________
DOUG CIRBO
COUNCIL MEMBER
________________________
BENJAMIN YU
COUNCIL MEMBER
Item: 1
11 CITY COUNCIL AGENDA REPORT
MEETING DATE: 11/4/2025
DEPARTMENT: City Clerk
SUBJECT:
MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES
RECOMMENDED ACTION(S):
Said Ordinances and Resolutions which appear on the public agenda shall be determined to have been read by title and further reading waived.
EXECUTIVE SUMMARY:
California Government Code 36934 allows titles of ordinances and resolutions to be waived.
FISCAL IMPACT:
There is minimal fiscal impact associated with the recommended action.
ATTACHMENTS:
None.
Submitted By: Thy Merritt, City Clerk
Approved By: Debra Rose, City Manager
14 Item: 2
12 MINUTES OF A REGULAR MEETING
OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST
The regular meeting of the City Council of the City of Lake Forest held Tuesday, October 21, 2025, at the Lake Forest City Council Chambers, 100 Civic Center Drive, Lake Forest, California, was called to order at 6:30 p.m. with all members present.
ROLL CALL:
Council Members:
Doug Cirbo
Mark Tettemer
Benjamin Yu
Mayor Pro Tem: Robert Pequeño
Mayor: Scott Voigts
City Manager: Debra Rose
City Attorney: Matthew E. Richardson
City Clerk: Thy Merritt
INVOCATION: The Invocation was provided by Walmer Landaverde, Saddleback Church.
PLEDGE OF ALLEGIANCE: The Pledge of Allegiance to the Flag of our Country was led by Cadette Troop #8621.
PRESENTATIONS: (Item Nos. 1 – 2)
MOTION: It was moved by Council Member Yu, seconded by Council Member Cirbo, to approve Presentation Item Nos. 1 – 2. The motion was carried by a vote of 5-0.
1. NEW EMPLOYEE INTRODUCTIONS
City Manager Rose introduced this item and invited Deputy City Manager McGovern to provide a presentation. No public comment was offered.
ACTION: The presentation was received and filed.
2. PROCLAMATION DECLARING THE MONTH OF OCTOBER AS NATIONAL
COMMUNITY PLANNING MONTH
City Manager Rose introduced this item and invited Assistant Planner Solis to provide a presentation. No public comment was offered.
ACTION: A proclamation designating October 2025 as “National Community Planning Month” was presented.
Item: 3
13 October 21, 2025 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 2 of 5
PUBLIC COMMENTS:
Mike Davison expressed concerns with urban forest management and asked Council to coordinate with the Homeowners Associations in fire mitigation efforts.
Sean Fletcher expressed concerns with the cleanliness of shopping centers and asked Council to hold commercial property owners accountable.
Mark Hermanson expressed concerns with parking on Malabar Road.
Andrea Alexander thanked Council members and staff for the presentations by California Department of Insurance and Southern California Edison.
Dorina Tan expressed concerns with fire mitigation efforts at Serrano Community Park.
Jessica Llort expressed concerns with fire mitigation efforts at Serrano Community Park.
Brian McMillan expressed concerns with the City’s municipal code definition of massage establishments.
CONSENT CALENDAR: (Item Nos. 3 – 11)
Consent Calendar Item No. 5 was pulled for discussion.
MOTION: It was moved by Mayor Pro Tem Pequeño, seconded by Council Member Yu, to approve Consent Calendar Item Nos. 3 – 4, and 6 – 11. The motion was carried by a vote of 5-0.
3. MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES
ACTION: Said Ordinances and Resolutions which appeared on the public agenda were determined to have been read by title and further reading was waived.
4. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON OCTOBER 7, 2025
ACTION: The minutes were approved as submitted.
6. REVIEW THE COMPREHENSIVE ANNUAL INVESTMENT REPORT AND
APPROVE THE PROPOSED STATEMENT OF INVESTMENT POLICY
ACTION: 1. The 2024-25 Comprehensive Annual Investment Report was received and filed. 2. The Proposed Statement of Investment Policy was approved.
7. SEVENTH AMENDMENT TO THE AGREEMENT WITH CARLSON
STRATEGIC LAND SOLUTIONS, INC. FOR ENVIRONMENTAL PERMIT
IMPLEMENTATION SERVICES
Item: 3
14 October 21, 2025 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 3 of 5
ACTION: 1. The Seventh Amendment to the Professional Consultant Services Agreement with Carlson Strategic Land Solutions, Inc. was approved. 2. The Mayor was authorized to sign, and the City Clerk to attest, the Seventh Amendment substantially in the form attached.
8. AWARD OF CONTRACT TO TRANE U.S., INC. FOR LAKE FOREST SPORTS PARK HVAC RETROFIT PROJECT (26F04)
ACTION: 1. A contract in the amount of $657,241 was awarded to Trane U.S., Inc. for the Lake Forest Sports Park HVAC Retrofit Project (26F04). 2. A Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, AMENDING THE 2025-2032 CAPITAL IMPROVEMENT PLAN; AMENDING APPROPRIATIONS FOR FISCAL YEAR 2025-26" was adopted. 3. The Mayor was authorized to sign, and the City Clerk to attest the agreement with Trane U.S., Inc.
9. 2026 CITY MEETING CALENDAR
ACTION: The 2026 City Meeting Calendar was adopted.
10. BRANDING IMPLEMENTATION FUNDING
ACTION: A Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, AMENDING THE 2025-2027 OPERATING BUDGET; AMENDING APPRORIATIONS FOR FISCAL YEAR 2025-26 was adopted.
11. SECOND AMENDMENT TO THE AGREEMENT WITH OPENGOV, INC. FOR
EPROCUREMENT SOFTWARE SERVICES, SUPPORT, AND
PROFESSIONAL SERVICES
ACTION: 1. The Second Amendment to the Agreement with OpenGov, Inc. (“OpenGov”) for eProcurement Software Services, Support, and Professional Services was approved. 2. The Mayor was authorized to sign, and the City Clerk attest, the Second Amendment to the Agreement with OpenGov, Inc., substantially in the form attached.
PULLED FOR DISCUSSION: (Item No. 5)
STATEMENT READ INTO THE RECORD:
Mayor Pro Tem Voigts: There are warrants on the register to the County of Orange. I am an employee of the County of Orange, but I do not work for the department that generated the warrants. Because the County of Orange is a public agency and because I do not work for the departments in question, I have determined that I have a Item: 3
15 October 21, 2025 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 4 of 5
non-interest in these warrants and will vote on this item.
MOTION: It was moved by Mayor Pro Tem Pequeño, seconded by Council Member Yu, to approve Consent Calendar Item No. 5. The motion was carried by a vote of 5-0.
5. CERTIFICATION OF WARRANT REGISTER
Brian McMillan offered public comment and expressed concerns with costs for Best, Best, and Krieger legal services.
ACTION: The warrant register in the amount of $4,748,113.38 was approved.
DISCUSSION/ACTION ITEMS: (Item No. 12)
12. CAPITAL IMPROVEMENT PLAN UPDATE
City Manager Rose introduced this item and invited Principal Civil Engineer Mokarram and Traffic Engineer Manager Tran to provide a presentation. Council questions were asked and answered. Mayor Pro Tem Pequeño requested consensus to place the
El Toro Park Pickleball Court Installation Project on the next agenda for discussion. He received consensus from Council Member Tettemer and Mayor Voigts. No public comment was offered.
ACTION: The presentation was received and filed.
CITY MANAGER'S REPORT: City Manager Rose had nothing further to report.
CITY COUNCIL COMMENTS:
Council Member Cirbo:
Council Member Cirbo reported on his attendance at
the Chamber of Commerce Law and Order luncheon
and an American Youth Soccer Organization Region
85 volunteer luncheon. He asked City Manager Rose
to clarify the City Council policy on placing items on
the agenda. City Manager Rose informed Council that
should a Council Member exceed the prescribed four
(4) requests per year for placing an item on the
agenda, those additional requests must receive a
super majority consensus. Council Member Cirbo then
requested consensus to place an item on the agenda
to discuss adjusting the timing of lights at parks. He
did not receive super majority consensus. Council
Member Cirbo reminded everyone to attend the
Spooktacular event at the Sports Park.
Council Member Tettemer: Council Member Tettemer reported on his attendance Item: 3
16 October 21, 2025 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 5 of 5
at the grand opening of Ono Hawaiian BBQ, the
Chamber of Commerce Law and Order luncheon, and
the League of California Cities Annual Expo and
Conference.
Council Member Yu:
Council Member Yu reported on his attendance at the
Chamber of Commerce Law and Order luncheon and
the League of California Cities Annual Expo and
Conference.
Mayor Pro Tem Pequeño:
Mayor Pro Tem Pequeño reported on his attendance
at the grand opening of Ono Hawaiian BBQ, the
Chamber of Commerce Law and Order luncheon, the
Southwest Sips event, a Labors of Love event, and
the League of California Cities Annual Expo and
Conference.
Mayor Voigts:
Mayor Voigts reported on his attendance at the
League of California Cities Annual Expo and
Conference, the grand opening of Ono Hawaiian BBQ,
the Chamber of Commerce Law and Order luncheon,
and the 3rd District Mayors event. He thanked the
Orange County Sheriff’s Department and District
Attorney’s Office.
ADJOURNMENT: The Regular Meeting of the City Council was adjourned at 7:45 p.m.
Respectfully submitted:
APPROVED:
THY MERRITT SCOTT VOIGTS
CITY CLERK MAYOR
Item: 3
17 CITY COUNCIL AGENDA REPORT
MEETING DATE: 11/4/2025
DEPARTMENT: Finance
SUBJECT:
QUARTERLY TREASURER'S REPORT - QUARTER ENDED SEPTEMBER 30, 2025
RECOMMENDED ACTION(S):
Receive and file.
EXECUTIVE SUMMARY:
The Treasurer's Report for the quarter ended September 30, 2025, is attached.
There are no exceptions to the Investment Policy. Total cash and investments equal $217.8 million for the period. Quarterly reports are presented to the City Council to keep the City Council apprised of the status of the City’s investment holdings and demonstrate compliance with the City’s Investment Policy. The attached report presents the status of the City’s investment portfolio for the quarter ended September 30, 2025.
The City contracts with Chandler Asset Management to provide investment management services. The City’s balances consist of the following:
Investment Portfolio:
Type
June 30,
2025 (in
millions)
September 30,
2025 (in
millions)
Chandler Asset Management Portfolio $155.8 $157.8
Local Agency Investment Fund (LAIF) 23.1 14.0
California Asset Management Program (CAMP) 44.5 45.0 Operating Bank Balance – US Bank 3.1 1.0
Total $226.5 $217.8
The attached Quarterly report confirms the City’s full compliance with the Investment Policy.
Item: 4
18 FISCAL IMPACT:
There is no fiscal impact associated with the recommended action.
ATTACHMENTS:
Quarterly Treasurer’s Report
Initiated By: Ivonne Rosales, Management Assistant
Submitted By: Kevin Shirah, Director of Finance/City Treasurer Approved By: Debra Rose, City Manager
Item: 4
19 Attachment
Item: 4
20 INVESTMENT REPORT
Lake Forest | As of September 30, 2025
CHANDLER ASSET MANAGEMENT | chandlerasset.com
Chandler Team:
For questions about your account, please call (800) 317-4747, or contact [email protected]
Information contained herein is confidential. We urge you to compare this statement to the one you receive from your qualified custodian. Please see Important Disclosures at the end of the statement.
Item: 4
21 TABLE OF CONTENTS
ECONOMIC UPDATE
ACCOUNT PROFILE
CONSOLIDATED INFORMATION
PORTFOLIO HOLDINGS
TRANSACTIONS
1 Item: 4
22 ECONOMIC UPDATE
2 Item: 4
23 ▪
▪
▪
Recent economic data suggest slower growth in 2025 and greater market uncertainty as the effects of fiscal policy unfold. Inflation pressures have eased, though core levels remain above the Federal Reserve’s target, while tariffs continue to cloud forecasts. Signs of a softer labor market are emerging, prompting expectations that the Fed will move cautiously toward policy normalization. Given the economic outlook, we expect gradual normalization of monetary policy and a steeper yield curve.
The Federal Reserve lowered the Federal Funds Rate a quarter percentage point to the range of 4.00 – 4.25% upon conclusion of the September Federal Open Market Committee meeting. The move was telegraphed by the Fed and in line with market expectations. Stephen Miran was the only opposing vote in the 11-1 decision as Governor Miran called for a larger 50 basis point rate cut. Chair Powell said concerns over signs of a softening labor market prompted the policy shift. Policymakers also updated their economic forecasts penciling in two additional quarter-point cuts through year-end.
The US Treasury yield curve flattened in September,as the 2-year Treasury yield declined 13 basis points to 3.57%, the 5-year Treasury also down 13 basis points to 3.66%, and the 10-year Treasury yield declined 14 basis points to 4.12%. The spread between the 2-year and 10- year Treasury yield points on the curve decreased to +54 basis points at September month-end versus +61 basis points at August month- end. The spread between the 2-year Treasury and 10-year Treasury yield one year ago was 14 basis points. The spread between the 3- month and 10-year Treasury yield points on the curve was +21 basis points in September versus +8 basis points in August.
ECONOMIC UPDATE
3 Item: 4
24 -400
-200
0 200
400
600
800
1,000MOM Change In Thousands (000's)
Nonfarm Payroll (000's)
Non-farm Payroll (000's)
3-month average (000's)
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
Unemployment Rate
Underemployment Rate (U6)
Unemployment Rate (U3)
Rate (%)
The U.S. economy added just 22,000 jobs in August, falling short of consensus expectations and punctuating the softening trend in the labor market. The three-month moving average and six-month moving average payrolls totaled 29,000 and 64,000 respectively. The unemployment rate rose to 4.3% in August from 4.2% in July. The labor participation rate inched up to 62.3%, remaining below the pre- pandemic level of 63.3%. The U-6 underemployment rate, which includes those who are marginally attached to the labor force and employed part time for economic reasons jumpedto 8.1% in August from 7.9% in July. Average hourly earnings fell to 3.7% year-over-year from 3.9% last month.
Source: US Department of Labor Source: US Department of Labor
EMPLOYMENT
4 Item: 4
25 0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
Job Openings
Recession
Historical Average
In Thousands (000's)
The Labor Department’s Job Openings and Labor Turnover Survey (JOLTS) showed a modest increase to 7.227 million new job openings in August from 7.2 million in July. The quits rate and layoffs remained relatively stable. Job openings indicate a ratio of approximately 1 job for each unemployed individual, representing a relatively balanced labor market.
Source: US Department of Labor
JOB OPENINGS & LABOR TURNOVER SURVEY
5 Item: 4
26 0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
9.0%
10.0%
Consumer Price Index (CPI)
CPI YOY % Change
Core CPI YOY % Change
YOY (%) Change
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
9.0%
10.0%
Personal Consumption Expenditures (PCE)
PCE Price Deflator YOY % Change
PCE Core Deflator YOY % Change
Fed Target
YOY (%) Change
In August, the Consumer Price Index (CPI) increased more than expected at 0.4% month-over-month and 2.9% year-over-year, while the Core CPI rose 0.3% month-over-month and 3.1% year-over-year, in line with expectations. The Personal Consumption Expenditures (PCE) price index rose 0.3% month-over-month and 2.7% year-over-year in August. The Core PCE deflator, which excludes food and energy and is the Fed’s preferred gauge, was up 0.2% from July leaving it unchanged at 2.9% on an annual basis in August.
Source: US Department of Labor Source: US Department of Commerce
INFLATION
6 Item: 4
27 0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
Retail Sales YOY % Change
YOY (%) Change
Advance Retail Sales showed continued strength jumping 0.6%in August as July data was also revised up to 0.6% month-over-month. The increase elevated retail sales to 5.0% on an annual basis after jumping 4.1% year-over-year in July. Back-to-school shopping was a likely catalyst as online shopping, clothing, and sporting goods saw some of the largest increases. Control group sales, which feed into GDP, also jumped 0.74% in August from the prior month. The Conference Board’s Consumer Confidence Index fell to 94.2 in September from a revised 97.8 in August, marking the lowest level since April 2025. Measures of current conditions and future expectations fell, signaling weaker sentiment toward employment and income. Consumers have remained resilient,but rising debt burdens, higher delinquency rates, lingering inflation worries, and emerging signs of labor market cooling could weigh on future spending. 0 20
40 60
80 100
120
140
160
Index Level
Consumer Confidence
Recession
Source: US Department of Commerce Source: The Conference Board All time high is 144.70 (1/31/00); All time low is 25.30 (2/28/09)
CONSUMER
7 Item: 4
28 -25.0%
-20.0%
-15.0%
-10.0%
-5.0%
0.0%
5.0%
10.0%
15.0%
Leading Economic Indicators (LEI)
Recession
YOY (%) Change
-1.00
-0.75
-0.50
-0.25
0.00 0.25
0.50 0.75
1.00 Chicago Fed National Activity Index (CFNAI)
Recession
3 Month Average
The Conference Board’s Leading Economic Index (LEI) fell by 0.5% in August, following a 0.1% increase in July. The LEI decreased by 3.6% year-over-year. The Conference Board is expecting economic growth to slow in the second half of 2025 due to consumer pessimism, soft manufacturing new orders, and negative impacts from tariffs. The Chicago Fed National Activity Index (CFNAI) came in at -0.12% in August after a downwardly revised -0.28 in July, indicating that economic momentum remained below its historical trend for the fifth consecutive month. The three-month moving average shows a similar trend at -0.18 in August from -0.20 in the prior month signaling ongoing below-trend growth in national economic activity.
Source: The Conference Board Source: Federal Reserve Bank of Chicago
LEADING INDICATORS OF ECONOMIC ACTIVITY
8 Item: 4
29 0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
2,200
2,400
In Thousands of Units
Annualized Housing Starts
Multi Family Housing Starts
Single Family Housing Starts
Housing starts dropped 8.5% in August to 1.307 million units, marking a pullback amid elevated inventory levels and a softening labor market. Single-family starts fell 7.0% in August to 890,000 units, hitting their lowest level since July 2024. The S&P Cotality Case Shiller 20- City Home Price Index recorded a 0.07% month-over-month decline in July, marking the fifth consecutive month of losses, while still posting a modest year-over-year gain of 1.8%. Persistently high asking prices and elevated mortgage rates have continued to challenge affordability, contributing to the recent cooling across the housing market. However, the Freddie Mac 30-year fixed mortgage rate continued recent declines to 6.3% as of September.
Source: US Department of Commerce Source: S&P
-20.0%
-16.0%
-12.0%
-8.0%
-4.0%
0.0%
4.0%
8.0%
12.0%
16.0%
20.0%
24.0%
S&P/Case-Shiller 20 City Composite Home Price Index
Recession
YOY (%) Change
HOUSING
9 Item: 4
30 40
45 50
55 60
65 70
Institute of Supply Management (ISM) Surveys
ISM Manufacturing ISM Services
EXPANDING
CONTRACTING
Manufacturing activity contractedat a slightly slower rate as the Institute for Supply Management (ISM) Manufacturing Index edgedup to
49.1 in September, from 48.7 in August yet remaining below the expansion threshold, signaling the seventh consecutive month of contraction in the manufacturing sector. Production growth factored into the gain, although dropsin new orders and inventories offset the increase. The ISM Services Index fell to 50.0 in September from 52.0 in August, which is the breakeven point between expansion and contraction. The 2.0-point decline generally indicated moderate to weak growth, with only isolated reports of supplier delivery delays.
Employment remained in contraction territory, reflecting delayed hiring plans and ongoing challenges in finding qualified workers.
Source: Institute for Supply Management
SURVEY BASED MEASURES
10 Item: 4
31 Components of GDP 9/24 12/24 3/25 6/25
2.7% 2.6% 0.4% 1.7%
0.2% -1.3% 3.8% -2.7%
-0.4% -0.1% -4.7% 4.8%
0.5% 0.3% -0.4% -0.4%
0.4% 0.3% 0.2% 0.3%
3.4% 1.9% -0.6% 3.8%
Personal Consumption Expenditures
Gross Private Domestic Investment
Net Exports and Imports
Federal Government Expenditures
Total
State and Local (Consumption and Gross
Investment)
-40.0%
-30.0%
-20.0%
-10.0%
0.0%
10.0%
20.0%
30.0%
40.0%
Gross Domestic Product (GDP)
GDP QOQ % Change
GDP YOY % Change
Source: US Department of Commerce Source: US Department of Commerce In a sharp rebound from the first quarter, real GDP increasedat an annualized rate of 3.8% in the second quarter of 2025 according to the final data revision from the Bureau of Economic Analysis. The increase in real GDP in the second quarter was driven by the drop in imports following the significant rise in the first quarter in anticipation of higher tariffs and an increase in consumer spending. The consensus projection calls for 1.7% growth for the third quarter and 1.8% for the full year 2025.
GROSS DOMESTIC PRODUCT (GDP)
11 Item: 4
32 Source: Federal Reserve Source: Bloomberg
0 1,000,000
2,000,000
3,000,000
4,000,000
5,000,000
6,000,000
7,000,000
8,000,000
9,000,000
10,000,000
Federal Reserve Balance Sheet Assets
Recession
In $ millions
The Federal Reserve lowered its benchmark interest rate by a quarter point to a range of 4.00% to 4.25% at its September meeting, as officials responded to mounting signs of labor market weakness. Chair Jerome Powell said the move was aimed at cushioning the slowdown while keeping policy restrictive enough to fight lingering inflation. The Fed kept its balance-sheet runoff unchanged, maintaining a $5 billion monthly cap on Treasuries and $35 billion on agency and mortgage-backed securities. Since launching its Quantitative Tightening campaign in June 2022, the Fed has reduced its securities holdings by about $2.35 trillion, bringing the total down to roughly $6.6 trillion.
FEDERAL RESERVE
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
Effective Federal Funds Rate
Recession
Yield (%)
12 Item: 4
33 Source: Bloomberg Source: Bloomberg
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
US Treasury Note Yields
2-Year
5-Year
10-Year
Yield (%)
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
US Treasury Yield Curve
Sep-25
Jun-25
Sep-24
Yield (%)
At the end of September, the 2-year Treasury yield was 5 basis points lower, and the 10-Year Treasury yield was 40 basis points higher, year-over-year. The spread between the 2-year and 10-year Treasury yield points on the curve decreased to +54 basis points at September month-end versus +61 basis points at August month-end. The prior 2-year/10-year yield curve inversion, which spanned from July 2022 to August 2024, was historically long. The average historical spread (since 2005) is about +99 basis points. The spread between the 3-month and 10-year Treasury yield points on the curve was +21 basis points in September versus +8 basis points in August.
BOND YIELDS
13 Item: 4
34 ACCOUNT PROFILE
14 Item: 4
35 OBJECTIVES
Investment Objectives
The investment objectives for the City of Lake Forest, in order of priority, are to provide safety to ensure the preservation of capital in the overall portfolio, provide sufficient liquidity for cash needs and earn a market rate of return consistent with the investment program.
Chandler Asset Management Performance Objective
The performance objective for the portfolio is to earn a total rate of return through a market cycle that is equal to or above the return on the benchmark index.
Strategy
In order to achieve this objective, the portfolio invests in high-quality fixed income securities that comply with the investment policy and all regulations governing the funds. 15 Item: 4
36 STATEMENT OF COMPLIANCE
Lake Forest Cons | Account #11085 | As of September 30, 2025 Rules Name Limit Actual Compliance
Status Notes
AGENCY MORTGAGE SECURITIES (CMOS)
Max % (MV) 100.0 8.5 Compliant
Max % Issuer (MV; Agencies & Agency CMOs) 30.0 6.5 Compliant Max Maturity (Years) 5.0 3.7 Compliant
ASSET-BACKED SECURITIES (ABS)
Max % (MV; Non Agency ABS & MBS) 20.0 5.2 Compliant
Max % Issuer (MV) 5.0 0.6 Compliant
Max Maturity (Years) 5 4 Compliant
Min Rating (AA- by 1) 0.0 0.0 Compliant
BANKERS' ACCEPTANCES
Max % (MV) 40.0 0.0 Compliant
Max % Issuer (MV) 5.0 0.0 Compliant
Max Maturity (Days) 180 0.0 Compliant
Min Rating (A-1 by 1 or A- by 1) 0.0 0.0 Compliant
COLLATERALIZED BANK DEPOSITS
Max % (MV) 100.0 0.0 Compliant
COLLATERALIZED TIME DEPOSITS (NON-
NEGOTIABLE CD/TD)
Max % (MV) 20.0 0.0 Compliant
Max % Issuer (MV) 5.0 0.0 Compliant
Max Maturity (Years) 5.0 0.0 Compliant
COMMERCIAL PAPER
Max % (MV) 25.0 0.0 Compliant
Max % Issuer (MV) 5.0 0.0 Compliant
Max Maturity (Days) 270 0.0 Compliant
Min Rating (A-1 by 1 or A- by 1) 0.0 0.0 Compliant
CORPORATE MEDIUM TERM NOTES
Max % (MV) 30.0 19.7 Compliant
Max % Issuer (MV) 5.0 1.1 Compliant
Max Maturity (Years) 5 5 Not Compliant Complies on Settlement Date 16 Item: 4
37 STATEMENT OF COMPLIANCE
Lake Forest Cons | Account #11085 | As of September 30, 2025 Rules Name Limit Actual Compliance
Status Notes
Min Rating (A- by 1) 0.0 0.0 Compliant
FDIC INSURED TIME DEPOSITS (NON-NEGOTIABLE
CD/TD)
Max % (MV) 20.0 0.0 Compliant
Max Maturity (Years) 5 0.0 Compliant
FEDERAL AGENCIES
Max % (MV) 100.0 6.5 Compliant
Max % Issuer (MV; Agencies & Agency CMOs) 30.0 6.5 Compliant Max Callables (MV) 20.0 0.0 Compliant
Max Maturity (Years) 5 2 Compliant
JOINT POWERS AUTHORITY (JPA)
Max % (MV) 100.0 20.9 Compliant
LOCAL AGENCY INVESTMENT FUND (LAIF)
Max Concentration (MV) 75.0 14.1 Compliant
LOCAL GOVERNMENT INVESTMENT POOL (LGIP)
Max % (MV) 100.0 20.9 Compliant
MONEY MARKET MUTUAL FUNDS
Max % (MV) 20.0 0.2 Compliant
Max % Issuer (MV) 20.0 0.2 Compliant
Min Rating (AAA by 2) 0.0 0.0 Compliant
MORTGAGE -BACKED SECURITIES (NON-AGENCY)
Max % (MV) 20.0 0.0 Compliant
Max % Issuer (MV) 5.0 0.0 Compliant
Max Maturity (Years) 5.0 0.0 Compliant
Min Rating (AA- by 1) 0.0 0.0 Compliant
MUNICIPAL SECURITIES (CA, LOCAL AGENCY)
Max % (MV) 30.0 0.7 Compliant
Max % Issuer (MV) 5.0 0.7 Compliant
Max Maturity (Years) 5 3 Compliant
Min Rating (A- by 1) 0.0 0.0 Compliant
17 Item: 4
38 STATEMENT OF COMPLIANCE
Lake Forest Cons | Account #11085 | As of September 30, 2025 Rules Name Limit Actual Compliance
Status Notes
MUNICIPAL SECURITIES (CA, OTHER STATES)
Max % (MV) 30.0 0.0 Compliant
Max % Issuer (MV) 5.0 0.0 Compliant
Max Maturity (Years) 5 0.0 Compliant
Min Rating (A- by 1) 0.0 0.0 Compliant
MUTUAL FUNDS
Max % (MV) 20.0 0.0 Compliant
Max % Issuer (MV) 10.0 0.0 Compliant
Min Rating (AAA by 2) 0.0 0.0 Compliant
NEGOTIABLE CERTIFICATES OF DEPOSIT (NCD)
Max % (MV) 30.0 0.0 Compliant
Max % Issuer (MV) 5.0 0.0 Compliant
Max Maturity (Years) 5 0.0 Compliant
Min Rating (A-1 by 1 or A- by 1 if > FDIC Limit) 0.0 0.0 Compliant
PLACEMENT SERVICE DEPOSITS
Max % (MV) 30.0 0.0 Compliant
Max Maturity (Years) 5.0 0.0 Compliant
REPURCHASE AGREEMENTS
Max Maturity (Years) 1.0 0.0 Compliant
SUPRANATIONAL OBLIGATIONS
Max % (MV) 30.0 2.6 Compliant
Max % Issuer (MV) 10.0 1.3 Compliant
Max Maturity (Years) 5 4 Compliant
Min Rating (AA- by 1) 0.0 0.0 Compliant
U.S. TREASURIES
Max % (MV) 100.0 29.2 Compliant
Max Maturity (Years) 5 4 Compliant
18 Item: 4
39 PORTFOLIO CHARACTERISTICS
Lake Forest Operating Reserve | Account #11083 | As of September 30, 2025 Benchmark* 9/30/2025
Portfolio
6/30/2025
Portfolio
Average Maturity (yrs) 2.65 3.04 3.01
Average Modified Duration 2.48 2.63 2.58
Average Purchase Yield 4.46% 4.52%
Average Market Yield 3.66% 3.87% 4.03%
Average Quality** AA+ AA+ AA+
Total Market Value 157,835,081 155,816,914
*Benchmark: ICE BofA 1-5 Year Unsubordinated US Treasury & Agency Index **The credit quality is a weighted average calculation of the highest of S&P, Moody’s and Fitch. 19 Item: 4
40 SECTOR DISTRIBUTION
Lake Forest Operating Reserve | Account #11083 | As of September 30, 2025 Sector as a Percentage of Market Value
Sector 09/30/2025 06/30/2025
US Treasury 40.29% 35.83%
Corporate 27.16% 26.53%
Agency CMBS 11.69% 11.77%
Agency 8.98% 10.62%
ABS 7.17% 8.91%
Supras 3.60% 3.63%
Muni Bonds 1.01% 1.02%
Money Mkt Fd 0.24% 1.68%
Cash -0.15% 0.00%
20 Item: 4
41 ISSUERS
Lake Forest Operating Reserve | Account #11083 | As of September 30, 2025 Issuer Investment Type % Portfolio
United States US Treasury 40.29%
FHLMC Agency CMBS 11.69%
Farm Credit System Agency 8.98%
American Express Credit Master Trust ABS 1.93%
Inter-American Development Bank Supras 1.80%
Caterpillar Inc. Corporate 1.58%
Guardian Life Global Funding Corporate 1.52%
Deere & Company Corporate 1.48%
New York Life Insurance Company Corporate 1.44%
Massachusetts Mutual Life Insurance Corporate 1.35%
Royal Bank of Canada Corporate 1.31%
Toyota Motor Corporation Corporate 1.31%
Honda Auto Receivables Owner Trust ABS 1.17%
State of California Muni Bonds 1.01%
Simon Property Group, Inc. Corporate 1.01%
The Home Depot, Inc. Corporate 1.00%
Amazon.com, Inc. Corporate 0.97%
International Bank for Recon and Dev Supras 0.96%
Walmart Inc. Corporate 0.96%
Abbvie Inc. Corporate 0.93%
BMW Vehicle Owner Trust ABS 0.90%
PepsiCo, Inc. Corporate 0.87%
International Finance Corporation Supras 0.84%
Honda Motor Co., Ltd. Corporate 0.83%
Pricoa Global Funding I Corporate 0.81%
GM Financial Automobile Leasing Trus ABS 0.79%
Metropolitan Life Global Funding I Corporate 0.78%
The Toronto-Dominion Bank Corporate 0.66%
National Rural Utilities Cooperative Corporate 0.66%
Wells Fargo & Company Corporate 0.66%
21 Item: 4
42 ISSUERS
Lake Forest Operating Reserve | Account #11083 | As of September 30, 2025 Issuer Investment Type % Portfolio
Morgan Stanley Corporate 0.66%
Northwestern Mutual Global Funding Corporate 0.65%
Prologis, Inc. Corporate 0.65%
Bank of America Corporation Corporate 0.65%
JPMorgan Chase & Co. Corporate 0.65%
Florida Power & Light Corporate 0.65%
Public Service Enterprise Group Inco Corporate 0.64%
Meta Platforms, Inc. Corporate 0.54%
Chubb Limited Corporate 0.52%
Cisco Systems, Inc. Corporate 0.51%
GM Financial Securitized Term ABS 0.49%
Duke Energy Corporation Corporate 0.48%
Toyota Auto Receivables Owner Trust ABS 0.45%
Chase Issuance Trust ABS 0.44%
Met Tower Global Funding Corporate 0.43%
John Deere Owner Trust ABS 0.38%
Hyundai Auto Lease Securitization Tr ABS 0.37%
Mercedes-Benz Auto Lease Trust ABS 0.25%
Federated Hermes, Inc. Money Mkt Fd 0.24%
Cash Cash -0.15%
TOTAL 100.00%
22 Item: 4
43 QUALITY DISTRIBUTION
Rating 09/30/2025 06/30/2025
AAA 11.29% 14.24%
AA 68.79% 66.64%
A 15.87% 15.44%
BBB 0.66% 0.67%
NA 3.39% 3.00%
Rating 09/30/2025 06/30/2025
Aaa 6.52% 8.72%
Aa 70.81% 68.67%
A 17.54% 17.15%
NA 5.13% 5.46%
Rating 09/30/2025 06/30/2025
AAA 17.65% 20.90%
AA 62.00% 59.17%
A 7.86% 9.29%
NA 12.49% 10.64%
Lake Forest Operating Reserve | Account #11083 | As of September 30, 2025 S&P Rating Moody’s Rating Fitch Rating
23 Item: 4
44 3 Months 12 Months 2 Years 3 Years 5 Years 10 Years Since Inception TOTAL RATE OF RETURN*
Lake Forest Operating Reserve 1.31% 4.25% 6.13% 5.64%
Benchmark 1.14% 3.77% 5.58% 5.11%
*Periods over 1 year are annualized.
Total rate of return: A measure of a portfolio’s performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending market value; it includes interest earnings, realized and unrealized gains and losses in the portfolio. Realized rate of return: A measure of a portfolio’s return over time. It is the internal rate which equates the beginning book value of the portfolio with the ending book value; it includes interest earnings, realized gains and losses in the portfolio.
Benchmark: ICE BofA 1-5 Year Unsubordinated US Treasury & Agency Index
INVESTMENT PERFORMANCE
Lake Forest Operating Reserve | Account #11083 | As of September 30, 2025 Total Rate of Return : Inception | 08/01/2023
24 Item: 4
45 PORTFOLIO CHARACTERISTICS
Lake Forest Reporting | Account #11084 | As of September 30, 2025 9/30/2025
Portfolio
6/30/2025
Portfolio
Average Maturity (yrs) 0.00 0.00
Average Modified Duration 0.00 0.00
Average Purchase Yield 4.25% 4.38%
Average Market Yield 4.24% 4.36%
Average Quality** AAA AAA
Total Market Value 59,210,873 67,785,104
*Benchmark: NO BENCHMARK REQUIRED
**The credit quality is a weighted average calculation of the highest of S&P, Moody’s and Fitch. 25 Item: 4
46 SECTOR DISTRIBUTION
Lake Forest Reporting | Account #11084 | As of September 30, 2025 Sector as a Percentage of Market Value
Sector 09/30/2025 06/30/2025
LGIP 75.92% 65.59%
LAIF 23.78% 34.10%
Cash 0.30% 0.31%
26 Item: 4
47 CONSOLIDATED INFORMATION
27 Item: 4
48 PORTFOLIO CHARACTERISTICS
Lake Forest Cons | Account #11085 | As of September 30, 2025 9/30/2025
Portfolio
6/30/2025
Portfolio
Average Maturity (yrs) 2.20 2.09
Average Modified Duration 1.91 1.80
Average Purchase Yield 4.40% 4.48%
Average Market Yield 3.97% 4.13%
Average Quality** AA+ AA+
Total Market Value 217,045,954 223,602,018
*Benchmark: NO BENCHMARK REQUIRED
**The credit quality is a weighted average calculation of the highest of S&P, Moody’s and Fitch. 28 Item: 4
49 SECTOR DISTRIBUTION
Lake Forest Cons | Account #11085 | As of September 30, 2025 Sector as a Percentage of Market Value
Sector 09/30/2025 06/30/2025
US Treasury 29.23% 24.91%
LGIP 20.85% 19.98%
Corporate 19.70% 18.45%
Agency CMBS 8.48% 8.19%
LAIF 6.53% 10.39%
Agency 6.52% 7.39%
ABS 5.20% 6.19%
Supras 2.61% 2.53%
Muni Bonds 0.74% 0.71%
Money Mkt Fd 0.18% 1.17%
Cash -0.03% 0.10%
29 Item: 4
50 PORTFOLIO HOLDINGS
30 Item: 4
51 HOLDINGS REPORT
Lake Forest Operating Reserve | Account #11083 | As of September 30, 2025 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
ABS
47800AAC4 JDOT 2022-B A3 3.74 02/16/2027 247,968.09 06/13/2023
5.36%
241,749.51
245,647.82
99.86 4.30%
247,629.88
412.18
0.16%
1,982.06
Aaa/NA
AAA
1.38 0.26
43815JAC7 HAROT 2023-1 A3 5.04
04/21/2027 575,553.61 --
5.21%
574,264.61
575,027.26
100.29
4.22%
577,233.76
805.78
0.37%
2,206.51
Aaa/NA
AAA
1.56 0.34
44934FAD7 HALST 2024-B A3 5.41 05/17/2027 570,000.00 05/14/2024
5.41%
569,984.15
569,991.38
100.71
4.26%
574,054.30
1,370.53
0.37%
4,062.92
NA/AAA
AAA
1.63 0.59
36269WAD1 GMALT 2024-2 A3 5.39
07/20/2027 525,000.00 05/07/2024
5.85%
524,969.50
524,982.73
100.68
4.14%
528,593.99
864.65
0.34%
3,611.27
NA/AAA
AAA
1.80 0.52
89239HAD0 TAOT 2022-D A3 5.3 09/15/2027 694,785.98 06/12/2023
5.09%
698,585.60
695,964.93
100.50
4.24%
698,257.07
1,636.61
0.45%
2,292.14
Aaa/NA
AAA
1.96 0.44
58770JAD6 MBALT 2024-A A3 5.32
01/18/2028 385,000.00 05/17/2024
5.73%
384,954.95
384,971.69
101.27
4.07%
389,895.35
910.31
0.25%
4,923.66
Aaa/NA
AAA
2.30 0.97
362583AD8 GMCAR 2023-2 A3 4.47
02/16/2028 541,438.83 07/12/2023
5.11%
534,036.35
537,609.66
100.18
4.10%
542,412.72
1,008.43
0.35%
4,803.06
Aaa/AAA
NA
2.38 0.43
05592XAD2 BMWOT 2023-A A3 5.47
02/25/2028 738,110.64 --
5.26%
741,429.25
739,393.32
100.71
4.04%
743,323.84
672.91
0.48%
3,930.52
NA/AAA
AAA
2.41 0.47
477920AC6 JDOT 2023-B A3 5.18 03/15/2028 348,680.25 06/21/2023
5.51%
348,622.09
348,650.00
100.73
4.12%
351,220.80
802.74
0.22%
2,570.80
Aaa/NA
AAA
2.46 0.65
02582JJZ4 AMXCA 2023-1 A 4.87 05/15/2026 570,000.00 06/07/2023
4.92%
569,949.44
569,986.25
100.54
4.02%
573,097.49
1,233.73
0.37%
3,111.25
NA/AAA
AAA
0.62 0.60
362962AD4 GMALT 2025-2 A3 4.58
05/22/2028 705,000.00 05/20/2025
4.84%
704,988.30
704,989.64
100.92
3.97%
711,505.67
986.61
0.45%
6,516.03
NA/AAA
AAA
2.64 1.40
36267KAD9 GMCAR 2023-3 A3 5.45
06/16/2028 226,981.64 07/11/2023
5.51%
226,972.88
226,976.81
100.82
4.02%
228,845.84
515.44
0.15%
1,869.03
Aaa/AAA
NA
2.71 0.55
161571HT4 CHAIT 2023-1 A 5.16 09/15/2028 680,000.00 09/07/2023
5.23%
679,811.50
679,888.57
101.21
3.90%
688,196.58
1,559.47
0.44%
8,308.01
NA/AAA
AAA
2.96 0.91
437930AC4 HAROT 2024-2 A3 5.27
11/20/2028 500,000.00 05/14/2024
5.27%
499,939.25
499,957.65
101.36
3.89%
506,796.70
951.53
0.32%
6,839.05
NA/AAA
AAA
3.14 0.94
096919AD7 BMWOT 2024-A A3 5.18
02/26/2029 655,000.00 06/04/2024
5.18%
654,900.51
654,928.09
101.18
3.92%
662,721.14
565.48
0.42%
7,793.05
Aaa/AAA
NA
3.41 0.89
43813YAC6 HAROT 2024-3 A3 4.57
03/21/2029 735,000.00 08/09/2024
4.66%
734,884.53
734,912.55
100.79
3.92%
740,833.70
933.04
0.47%
5,921.14
Aaa/NA
AAA
3.47 1.14
31 Item: 4
52 HOLDINGS REPORT
Lake Forest Operating Reserve | Account #11083 | As of September 30, 2025 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
02582JKH2 AMXCA 2024-1 A 5.23 04/16/2029 1,155,000.00 04/16/2024
5.30%
1,154,763.23
1,154,831.70
102.07
3.88%
1,178,869.00
2,684.73
0.75%
24,037.30
NA/AAA
AAA
3.54 1.45
02582JKP4 AMXCA 2025-2 A 4.28 04/15/2030 1,260,000.00 05/06/2025
4.28%
1,259,977.19
1,259,978.98
100.96
3.92%
1,272,036.78
2,396.80
0.81%
12,057.80
NA/AAA
AAA
4.54 2.36
11,104,782.83 100.92 11,215,524.61 7.17% 2.73
Total ABS 11,113,519.03 5.11% 11,108,689.01 4.02% 20,310.96 106,835.60 0.99 AGENCY
3133EPMB8 FEDERAL FARM CREDIT BANKS
FUNDING CORP 4.125 12/08/2025 3,500,000.00 06/08/2023
4.39%
3,478,545.00
3,498,402.04
100.00
4.05%
3,500,166.04
45,317.71
2.24%
1,764.00
Aa1/AA+
AA+
0.19 0.18
3133EPPR0 FEDERAL FARM CREDIT BANKS
FUNDING CORP 4.625 04/10/2026 3,500,000.00 07/25/2023
4.74%
3,490,375.00
3,498,141.18
100.39
3.88%
3,513,475.25
76,890.63
2.25%
15,334.07
Aa1/AA+
AA+
0.53 0.50
3133EPNG6 FEDERAL FARM CREDIT BANKS
FUNDING CORP 4.375 06/23/2026 3,500,000.00 06/20/2023
4.39%
3,498,145.00
3,499,551.48
100.39
3.81%
3,513,776.28
41,684.03
2.25%
14,224.80
Aa1/AA+
AA+
0.73 0.70
3133EPNH4 FEDERAL FARM CREDIT BANKS
FUNDING CORP 3.875 06/21/2028 3,500,000.00 06/21/2023
4.06%
3,470,831.00
3,484,112.88
100.61
3.64%
3,521,405.34
37,673.61
2.25%
37,292.45
Aa1/AA+
AA+
2.73 2.54
13,937,896.00 100.35 14,048,822.90 8.98% 1.04
Total Agency 14,000,000.00 4.39% 13,980,207.58 3.84% 201,565.97 68,615.32 0.98
AGENCY CMBS
3137BVZ82 FHMS K-063 A2 3.43 01/25/2027 2,500,000.00 06/06/2023
4.45%
2,415,429.69
2,470,306.72
99.36 3.82%
2,484,085.75
7,145.83
1.59%
13,779.03
Aa1/AA+
AAA
1.32 1.13
3137FBU79 FHMS K-069 A2 3.187 09/25/2027 2,289,494.76 06/30/2023
4.62%
2,165,897.82
2,232,500.13
98.57 3.87%
2,256,820.24
6,080.52
1.44%
24,320.11
Aa1/AAA
AA+
1.99 1.84
3137FCLD4 FHMS K-071 A2 3.286 11/25/2027 1,300,000.00 06/07/2023
4.42%
1,240,281.25
1,271,713.95
98.70 3.85%
1,283,053.07
3,559.83
0.82%
11,339.12
Aa1/AA+
AAA
2.15 2.00
3137FETN0 FHMS K-073 A2 3.35 01/25/2028 2,500,000.00 06/06/2023
4.35%
2,403,027.34
2,452,173.57
98.78 3.86%
2,469,447.75
6,979.17
1.58%
17,274.18
Aa1/AA+
AAA
2.32 2.09
3137F4D41 FHMS K-074 A2 3.6 01/25/2028 2,500,000.00 07/25/2023
5.78%
2,386,035.15
2,442,101.91
99.28 3.86%
2,482,013.00
7,500.00
1.59%
39,911.09
Aa1/AA+
AAA
2.32 2.12
3137FGR31 FHMS K-078 A2 3.854 06/25/2028 2,500,000.00 06/22/2023
4.42%
2,443,261.72
2,469,314.44
99.81 3.86%
2,495,315.50
8,029.17
1.60%
26,001.06
Aa1/AA+
AAA
2.74 2.43
32 Item: 4
53 HOLDINGS REPORT
Lake Forest Operating Reserve | Account #11083 | As of September 30, 2025 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
3137H5YC5 FHMS K-748 A2 2.26 01/25/2029 1,500,000.00 04/11/2024
4.94%
1,332,714.84
1,384,523.67
94.85 3.94%
1,422,744.75
2,825.00
0.91%
38,221.08
Aa1/AA+
AAA
3.32 3.06
3137FLMV3 FHMS K-090 A2 3.422 02/25/2029 1,500,000.00 03/18/2024
4.70%
1,416,093.75
1,442,473.72
98.38 3.90%
1,475,659.20
4,277.50
0.94%
33,185.48
Aa1/AAA
AA+
3.41 3.10
3137FMCR1 FHMS K-093 A2 2.982 05/25/2029 1,978,803.56 09/19/2024
3.82%
1,909,081.65
1,924,520.08
96.96 3.90%
1,918,668.51
4,917.33
1.23%
(5,851.56)
Aa1/AA+
AAA
3.65 3.19
17,711,823.21 98.51 18,287,807.77 11.69% 2.49
Total Agency CMBS 18,568,298.32 4.62% 18,089,628.18 3.87% 51,314.34 198,179.59 2.24 CASH
CCYUSD Payable (1,300,000.00) -- (1,300,000.00)
(1,300,000.00)
1.00 0.00%
(1,300,000.00)
0.00 (0.83%)
0.00 Aaa/AAA
AAA
0.00 0.00
CCYUSD Receivable 1,060,357.77 -- 1,060,357.77
1,060,357.77
1.00 0.00%
1,060,357.77
0.00 0.68%
0.00 Aaa/AAA
AAA
0.00 0.00
(239,642.23) 1.00 (239,642.23) (0.15%) 0.00
Total Cash (239,642.23) (239,642.23) 0.00% 0.00 0.00 0.00
CORPORATE
89236TKJ3 TOYOTA MOTOR CREDIT CORP
4.55 09/20/2027 1,000,000.00 06/05/2023
4.63%
996,860.00
998,558.33
101.15
3.93%
1,011,534.73
1,390.28
0.65%
12,976.40
A1/A+
A+
1.97 1.87
023135CP9 AMAZON.COM INC 4.55
12/01/2027 1,500,000.00 06/29/2023
4.71%
1,490,595.00
1,495,385.02
101.50
3.82%
1,522,520.45
22,750.00
0.97%
27,135.43
A1/AA
AA-
2.17 1.95
24422EXZ7 JOHN DEERE CAPITAL CORP 4.65
01/07/2028 1,270,000.00 01/06/2025
4.66%
1,269,619.00
1,269,711.37
101.63
3.89%
1,290,753.83
13,779.50
0.83%
21,042.46
A1/A
A+
2.27 2.12
78016FZW7 ROYAL BANK OF CANADA 4.9
01/12/2028 1,000,000.00 07/25/2023
5.26%
985,680.00
992,681.87
102.04
3.95%
1,020,400.27
10,752.78
0.65%
27,718.41
A1/A
AA-
2.28 2.12
931142FB4 WALMART INC 3.9 04/15/2028 1,500,000.00 06/13/2023
4.39%
1,468,365.00
1,483,394.31
100.36
3.75%
1,505,388.68
26,975.00
0.96%
21,994.37
Aa2/AA
AA
2.54 2.28
74456QBU9 PUBLIC SERVICE ELECTRIC AND
GAS CO 3.7 05/01/2028 1,000,000.00 06/05/2023
4.63%
959,700.00
978,769.33
99.43 3.93%
994,313.87
15,416.67
0.64%
15,544.54
A1/A
NA
2.59 2.40
341081GN1 FLORIDA POWER & LIGHT CO 4.4
05/15/2028 1,000,000.00 06/05/2023
4.62%
990,280.00
994,843.66
101.13
3.94%
1,011,270.71
16,622.22
0.65%
16,427.05
Aa2/A+
AA-
2.62 2.27
33 Item: 4
54 HOLDINGS REPORT
Lake Forest Operating Reserve | Account #11083 | As of September 30, 2025 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
66815L2M0 NORTHWESTERN MUTUAL
GLOBAL FUNDING 4.9 06/12/2028 1,000,000.00 06/05/2023
4.85%
1,002,150.00
1,001,159.14
102.39
3.96%
1,023,873.96
14,836.11
0.65%
22,714.82
Aa1/AA+
AAA
2.70 2.48
64952WFD0 NEW YORK LIFE GLOBAL FUNDING
4.9 06/13/2028 1,000,000.00 06/06/2023
4.87%
1,001,450.00
1,000,782.54
102.25
4.01%
1,022,474.59
14,700.00
0.65%
21,692.05
Aa1/AA+
AAA
2.70 2.48
74340XCG4 PROLOGIS LP 4.875 06/15/2028 1,000,000.00 07/25/2023
5.06%
992,020.00
995,583.06
102.29
3.97%
1,022,884.77
14,354.17
0.65%
27,301.71
A2/A
NA
2.71 2.41
24422EXB0 JOHN DEERE CAPITAL CORP 4.95
07/14/2028 1,000,000.00 07/11/2023
4.96%
999,758.30
999,865.46
102.69
3.92%
1,026,911.66
10,587.50
0.66%
27,046.20
A1/A
A+
2.79 2.56
89115A2U5 TORONTO-DOMINION BANK 5.523
07/17/2028 1,000,000.00 07/10/2023
5.51%
1,000,690.00
1,000,385.22
103.80
4.07%
1,037,955.87
11,352.83
0.66%
37,570.65
A2/A-
AA-
2.80 2.55
06051GKW8 BANK OF AMERICA CORP 4.948
07/22/2028 1,000,000.00 07/19/2023
5.82%
982,540.00
992,113.68
101.44
4.82%
1,014,396.07
9,483.67
0.65%
22,282.39
A1/A-
AA-
2.81 1.70
46647PDG8 JPMORGAN CHASE & CO 4.851
07/25/2028 1,000,000.00 07/20/2023
5.71%
983,510.00
992,528.15
101.32
4.78%
1,013,221.55
8,893.50
0.65%
20,693.40
A1/A
AA-
2.82 1.71
26442CAX2 DUKE ENERGY CAROLINAS LLC
3.95 11/15/2028 750,000.00 11/27/2023
5.12%
711,870.00
726,003.13
99.98 3.96%
749,822.34
11,191.67
0.48%
23,819.21
Aa3/A
NA
3.13 2.87
57629W5B2 MASSMUTUAL GLOBAL FUNDING
II 4.85 01/17/2029 900,000.00 01/09/2024
4.85%
899,883.00
899,922.90
102.15
4.14%
919,377.50
8,972.50
0.59%
19,454.60
Aa3/AA+
AA+
3.30 3.00
78016HZV5 ROYAL BANK OF CANADA 4.95
02/01/2029 1,000,000.00 06/20/2024
4.98%
998,800.00
999,132.38
102.77
4.05%
1,027,681.72
8,250.00
0.66%
28,549.34
A1/A
AA-
3.34 3.03
17275RBR2 CISCO SYSTEMS INC 4.85
02/26/2029 780,000.00 02/21/2024
4.86%
779,727.00
779,814.11
102.61
4.02%
800,383.44
3,677.92
0.51%
20,569.32
A1/AA-
NA
3.41 3.03
14913UAJ9 CATERPILLAR FINANCIAL SERVICES
CORP 4.85 02/27/2029 1,000,000.00 03/18/2024
4.84%
1,000,490.00
1,000,337.98
102.69
4.00%
1,026,850.22
4,580.56
0.66%
26,512.24
A2/A
A+
3.41 3.11
58989V2H6 MET TOWER GLOBAL FUNDING
5.25 04/12/2029 650,000.00 04/08/2024
5.30%
648,674.00
649,063.96
103.40
4.20%
672,113.24
16,019.79
0.43%
23,049.28
Aa3/AA-
AA-
3.53 3.13
89236TMF9 TOYOTA MOTOR CREDIT CORP
5.05 05/16/2029 1,000,000.00 05/21/2024
5.00%
1,002,080.00
1,001,512.83
103.19
4.09%
1,031,901.19
18,937.50
0.66%
30,388.36
A1/A+
A+
3.62 3.24
437076DC3 HOME DEPOT INC 4.75
06/25/2029 1,525,000.00 06/17/2024
4.88%
1,516,310.00
1,518,513.43
102.41
4.05%
1,561,697.31
19,316.67
1.00%
43,183.88
A2/A
A
3.73 3.29
713448FX1 PEPSICO INC 4.5 07/17/2029 1,335,000.00 07/15/2024
4.53%
1,332,930.75
1,333,430.50
101.78
3.99%
1,358,726.77
12,348.75
0.87%
25,296.27
A1/A+
NA
3.79 3.36
30303M8S4 META PLATFORMS INC 4.3
08/15/2029 836,000.00 08/12/2024
4.33%
834,702.24
834,995.05
101.27
3.94%
846,631.51
4,593.36
0.54%
11,636.46
Aa3/AA-
NA
3.87 3.45
34 Item: 4
55 HOLDINGS REPORT
Lake Forest Operating Reserve | Account #11083 | As of September 30, 2025 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
171239AL0 CHUBB INA HOLDINGS LLC 4.65
08/15/2029 793,000.00 08/12/2024
4.52%
797,480.60
796,452.18
101.97
4.09%
808,597.79
4,711.74
0.52%
12,145.61
A2/A
A
3.87 3.43
40139LBJ1 GUARDIAN LIFE GLOBAL FUNDING
4.179 09/26/2029 1,075,000.00 09/23/2024
4.18%
1,075,000.00
1,075,000.00
99.95 4.19%
1,074,475.36
623.95
0.69%
(524.64)
Aa1/AA+
NA
3.99 3.63
00287YBX6 ABBVIE INC 3.2 11/21/2029 1,500,000.00 09/24/2025
4.04%
1,452,360.00
1,452,548.30
96.47 4.13%
1,447,124.70
17,333.33
0.93%
(5,423.60)
A3/A-
NA
4.14 3.78
64952WFK4 NEW YORK LIFE GLOBAL FUNDING
4.6 12/05/2029 1,215,000.00 12/02/2024
4.61%
1,214,307.45
1,214,421.23
101.57
4.19%
1,234,027.20
18,009.00
0.79%
19,605.97
Aa1/AA+
AAA
4.18 3.72
14913UAX8 CATERPILLAR FINANCIAL SERVICES
CORP 4.8 01/08/2030 1,400,000.00 01/06/2025
4.84%
1,397,298.00
1,397,691.61
103.10
4.00%
1,443,376.05
15,493.33
0.92%
45,684.44
A2/A
A+
4.27 3.80
59217GFT1 METROPOLITAN LIFE GLOBAL
FUNDING I 4.9 01/09/2030 1,195,000.00 01/02/2025
4.95%
1,192,538.30
1,192,895.56
102.53
4.24%
1,225,267.76
13,337.53
0.78%
32,372.20
Aa3/AA-
AA-
4.28 3.79
57629TBV8 MASSMUTUAL GLOBAL FUNDING
II 4.95 01/10/2030 1,160,000.00 01/03/2025
4.96%
1,159,443.20
1,159,523.70
102.54
4.29%
1,189,472.82
12,919.50
0.76%
29,949.11
Aa3/AA+
AA+
4.28 3.79
61747YFK6 MORGAN STANLEY 5.173
01/16/2030 1,000,000.00 02/12/2025
5.18%
999,540.00
999,613.83
102.78
4.55%
1,027,774.38
10,777.08
0.66%
28,160.55
A1/A-
A+
4.30 2.98
95000U3J0 WELLS FARGO & CO 5.198
01/23/2030 1,000,000.00 02/12/2025
5.15%
1,001,630.00
1,001,369.65
102.99
4.52%
1,029,898.27
9,818.44
0.66%
28,528.62
A1/BBB+
A+
4.31 3.00
63743HFX5
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORP 4.95
02/07/2030
1,000,000.00 02/05/2025
4.88%
1,002,873.61
1,002,495.80
103.01
4.19%
1,030,082.76
7,425.00
0.66%
27,586.96
A2/NA
A
4.36 3.80
02665WFY2 AMERICAN HONDA FINANCE
CORP 4.8 03/05/2030 1,270,000.00 03/03/2025
4.82%
1,268,882.40
1,269,010.93
101.71
4.37%
1,291,703.79
4,402.67
0.83%
22,692.86
A3/A-
NA
4.43 3.95
74153WCW7 PRICOA GLOBAL FUNDING I 4.7
05/28/2030 1,250,000.00 05/21/2025
4.74%
1,247,962.50
1,248,103.09
101.66
4.30%
1,270,737.28
20,072.92
0.81%
22,634.18
Aa3/AA-
AA-
4.66 4.09
828807DK0 SIMON PROPERTY GROUP LP 2.65
07/15/2030 1,700,000.00 08/19/2025
4.32%
1,575,373.00
1,578,297.21
93.13 4.25%
1,583,153.66
9,510.56
1.01%
4,856.45
A3/A
NA
4.79 4.40
40139LBN2 GUARDIAN LIFE GLOBAL FUNDING
4.327 10/06/2030 1,300,000.00 09/30/2025
4.33%
1,300,000.00
1,300,000.00
100.00
4.33%
1,300,000.00
0.00 0.83%
0.00 NA/NA
NA
5.02 4.45
Total Corporate 41,904,000.00 4.81%
41,533,373.35
41,625,910.49
101.40
4.12%
42,468,778.05
444,217.98
27.16%
842,867.56
3.51 3.07
MONEY MARKET
FUND
35 Item: 4
56 HOLDINGS REPORT
Lake Forest Operating Reserve | Account #11083 | As of September 30, 2025 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
60934N807 FEDERATED HRMS GV O SVC 379,540.49 --
3.79%
379,540.49
379,540.49
1.00 3.79%
379,540.49
0.00 0.24%
0.00 Aaa/AAAm
AAA
0.00 0.00
Total Money Market
Fund 379,540.49 3.79%
379,540.49
379,540.49
1.00 3.79%
379,540.49
0.00 0.24%
0.00 0.00
0.00 MUNICIPAL BONDS
13063EGT7 CALIFORNIA STATE 4.5 08/01/2029 1,545,000.00 10/30/2024
4.38%
1,553,142.15
1,551,589.02
102.61
3.76%
1,585,355.40
11,587.50
1.01%
33,766.38
Aa2/AA-
AA
3.84 3.48
Total Municipal
Bonds 1,545,000.00 4.38%
1,553,142.15
1,551,589.02
102.61
3.76%
1,585,355.40
11,587.50
1.01%
33,766.38
3.84 3.48
SUPRANATIONAL
4581X0EK0 INTER-AMERICAN DEVELOPMENT
BANK 4.5 05/15/2026 2,800,000.00 06/27/2023
4.53%
2,797,844.00
2,799,533.28
100.34
3.94%
2,809,498.50
47,600.00
1.80%
9,965.22
Aaa/AAA
NA
0.62 0.60
45950KDD9 INTERNATIONAL FINANCE CORP
4.5 07/13/2028 1,280,000.00 07/06/2023
4.53%
1,278,579.20
1,279,209.89
102.13
3.68%
1,307,310.77
12,480.00
0.84%
28,100.88
Aaa/AAA
NA
2.79 2.58
459058LN1
INTERNATIONAL BANK FOR
RECONSTRUCTION AND
DEVELOPM 3.875 10/16/2029
1,500,000.00 12/12/2024
4.25%
1,475,580.00
1,479,613.17
100.53
3.73%
1,507,894.41
26,640.00
0.96%
28,281.24
Aaa/AAA
NA
4.04 3.65
Total Supranational 5,580,000.00 4.45%
5,552,003.20
5,558,356.34
100.81
3.82%
5,624,703.68
86,720.00
3.60%
66,347.34
2.04 1.88
US TREASURY
91282CHB0 UNITED STATES TREASURY 3.625
05/15/2026 2,400,000.00 06/05/2023
4.10%
2,368,875.00
2,393,450.42
99.86 3.84%
2,396,709.38
32,861.41
1.53%
3,258.96
Aa1/AA+
AA+
0.62 0.60
91282CEW7 UNITED STATES TREASURY 3.25
06/30/2027 3,500,000.00 06/06/2023
3.99%
3,404,160.16
3,458,861.20
99.35 3.63%
3,477,304.67
28,746.60
2.22%
18,443.47
Aa1/AA+
AA+
1.75 1.67
91282CFU0 UNITED STATES TREASURY 4.125
10/31/2027 3,500,000.00 06/29/2023
4.23%
3,485,234.38
3,492,915.49
101.02
3.61%
3,535,546.88
60,417.80
2.26%
42,631.39
Aa1/AA+
AA+
2.08 1.95
91282CHE4 UNITED STATES TREASURY 3.625
05/31/2028 3,500,000.00 06/05/2023
3.81%
3,470,878.91
3,484,439.97
100.02
3.62%
3,500,546.88
42,638.32
2.24%
16,106.91
Aa1/AA+
AA+
2.67 2.49
91282CHK0 UNITED STATES TREASURY 4.0
06/30/2028 3,500,000.00 06/28/2023
4.00%
3,500,273.44
3,500,150.03
100.98
3.62%
3,534,316.42
35,380.43
2.26%
34,166.38
Aa1/AA+
AA+
2.75 2.56
36 Item: 4
57 HOLDINGS REPORT
Lake Forest Operating Reserve | Account #11083 | As of September 30, 2025 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
91282CJF9 UNITED STATES TREASURY 4.875
10/31/2028 3,500,000.00 10/27/2023
4.79%
3,513,261.72
3,508,173.34
103.56
3.64%
3,624,687.50
71,402.85
2.32%
116,514.16
Aa1/AA+
AA+
3.08 2.80
91282CJN2 UNITED STATES TREASURY 4.375
11/30/2028 3,750,000.00 12/08/2023
4.26%
3,769,775.39
3,762,588.30
102.16
3.64%
3,831,005.85
55,135.76
2.45%
68,417.55
Aa1/AA+
AA+
3.17 2.90
91282CJR3 UNITED STATES TREASURY 3.75
12/31/2028 3,000,000.00 01/04/2024
3.97%
2,970,820.31
2,980,989.96
100.32
3.64%
3,009,492.18
28,430.71
1.92%
28,502.22
Aa1/AA+
AA+
3.25 3.01
91282CJW2 UNITED STATES TREASURY 4.0
01/31/2029 1,500,000.00 02/16/2024
4.31%
1,479,375.00
1,486,090.12
101.08
3.65%
1,516,230.47
10,108.70
0.97%
30,140.35
Aa1/AA+
AA+
3.34 3.08
91282CKG5 UNITED STATES TREASURY 4.125
03/31/2029 3,000,000.00 04/10/2024
4.57%
2,940,820.31
2,958,362.28
101.52
3.66%
3,045,703.14
339.97
1.95%
87,340.86
Aa1/AA+
AA+
3.50 3.23
91282CKP5 UNITED STATES TREASURY 4.625
04/30/2029 2,500,000.00 05/03/2024
4.48%
2,515,966.80
2,511,466.27
103.19
3.67%
2,579,785.15
48,386.55
1.65%
68,318.88
Aa1/AA+
AA+
3.58 3.23
91282CKT7 UNITED STATES TREASURY 4.5
05/31/2029 2,800,000.00 --
4.27%
2,828,750.00
2,821,335.50
102.80
3.67%
2,878,531.26
42,344.26
1.84%
57,195.77
Aa1/AA+
AA+
3.67 3.31
91282CKX8 UNITED STATES TREASURY 4.25
06/30/2029 1,500,000.00 07/18/2024
4.09%
1,510,605.47
1,508,028.93
101.99
3.68%
1,529,824.22
16,110.73
0.98%
21,795.28
Aa1/AA+
AA+
3.75 3.41
91282CLK5 UNITED STATES TREASURY 3.625
08/31/2029 3,000,000.00 09/11/2024
3.45%
3,023,554.69
3,018,578.71
99.76 3.69%
2,992,734.36
9,312.85
1.91%
(25,844.35)
Aa1/AA+
AA+
3.92 3.61
91282CLN9 UNITED STATES TREASURY 3.5
09/30/2029 3,500,000.00 --
4.03%
3,417,890.63
3,433,230.42
99.29 3.69%
3,475,253.92
336.54
2.22%
42,023.49
Aa1/AA+
AA+
4.00 3.70
91282CMA6 UNITED STATES TREASURY 4.125
11/30/2029 1,500,000.00 12/16/2024
4.25%
1,491,386.72
1,492,757.99
101.61
3.70%
1,524,140.63
20,794.06
0.97%
31,382.64
Aa1/AA+
AA+
4.17 3.75
91282CGQ8 UNITED STATES TREASURY 4.0
02/28/2030 1,500,000.00 04/10/2025
4.00%
1,500,000.00
1,500,000.00
101.16
3.71%
1,517,402.34
5,138.12
0.97%
17,402.34
Aa1/AA+
AA+
4.41 4.01
91282CGS4 UNITED STATES TREASURY 3.625
03/31/2030 2,000,000.00 04/04/2025
3.62%
2,000,078.13
2,000,070.53
99.59 3.72%
1,991,796.88
199.18
1.27%
(8,273.65)
Aa1/AA+
AA+
4.50 4.11
91282CMZ1 UNITED STATES TREASURY 3.875
04/30/2030 2,500,000.00 --
4.06%
2,479,990.23
2,481,399.48
100.63
3.72%
2,515,820.30
40,540.08
1.61%
34,420.82
Aa1/AA+
AA+
4.58 4.10
91282CNG2 UNITED STATES TREASURY 4.0
05/31/2030 3,000,000.00 --
4.02%
2,996,992.19
2,997,181.21
101.17
3.72%
3,035,156.25
40,327.87
1.94%
37,975.04
Aa1/AA+
AA+
4.67 4.17
91282CNK3 UNITED STATES TREASURY 3.875
06/30/2030 3,500,000.00 --
3.92%
3,492,968.75
3,493,498.95
100.61
3.73%
3,521,464.84
34,274.80
2.25%
27,965.88
Aa1/AA+
AA+
4.75 4.26
91282CNX5 UNITED STATES TREASURY 3.625
08/31/2030 4,000,000.00 --
3.69%
3,988,105.47
3,988,211.78
99.48 3.74%
3,979,375.00
12,417.13
2.54%
(8,836.78)
Aa1/AA+
AA+
4.92 4.45
37 Item: 4
58 HOLDINGS REPORT
Lake Forest Operating Reserve | Account #11083 | As of September 30, 2025 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
Total US Treasury 62,450,000.00 4.08%
62,149,763.70
62,271,780.88
100.92
3.68%
63,012,828.49
635,644.71
40.29%
741,047.61
3.46 3.16
Total Portfolio 155,300,715.62 4.46%
153,682,682.71
154,326,059.76
100.64
3.87%
156,383,719.16
1,451,361.47
100.00%
2,057,659.40
3.04 2.63
Total Market Value +
Accrued 157,835,080.63
38 Item: 4
59 HOLDINGS REPORT
Lake Forest Reporting | Account #11084 | As of September 30, 2025 Cusip Security Description Par Value/
Units
Purchase
Date
Purchase
Yield
Cost Value
Book Value
Mkt
Price
Mkt
YTM
Market Value
Accrued Int.
% of Port.
Gain/Loss
Moody's/
S&P/
Fitch
Maturity
Duration
CASH
CCYUSD Receivable 175,440.47 -- 175,440.47
175,440.47
1.00 0.00%
175,440.47
0.00 0.30%
0.00 Aaa/AAA
AAA
0.00 0.00
Total Cash 175,440.47
175,440.47
175,440.47
1.00 0.00%
175,440.47
0.00 0.30%
0.00 0.00
0.00 LAIF
90LAIF$00 Local Agency Investment Fund
State Pool 14,083,165.72 --
4.20%
14,083,165.72
14,083,165.72
1.00 4.20%
14,083,165.72
0.00 23.78%
0.00 NA/NA
NA
0.00 0.00
Total LAIF 14,083,165.72 4.20%
14,083,165.72
14,083,165.72
1.00 4.20%
14,083,165.72
0.00 23.78%
0.00 0.00
0.00 LOCAL GOV
INVESTMENT POOL
90CAMP$00 CAMP 44,952,266.82 --
4.27%
44,952,266.82
44,952,266.82
1.00 4.27%
44,952,266.82
0.00 75.92%
0.00 NA/AAAm
NA
0.00 0.00
Total Local Gov
Investment Pool 44,952,266.82 4.27%
44,952,266.82
44,952,266.82
1.00 4.27%
44,952,266.82
0.00 75.92%
0.00 0.00
0.00 Total Portfolio 59,210,873.01 4.25%
59,210,873.01
59,210,873.01
1.00 4.24%
59,210,873.01
0.00 100.00%
0.00 0.00
0.00 Total Market Value +
Accrued 59,210,873.01
39 Item: 4
60 TRANSACTIONS
40 Item: 4
61 TRANSACTION LEDGER
Lake Forest Operating Reserve | Account #11083|07/01/2025 Through 09/30/2025| Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/
Sold Total Amount Gain/Loss
ACQUISITIONS
Purchase 07/10/2025 91282CNK3 2,500,000.00
UNITED STATES
TREASURY 3.875
06/30/2030
99.531 3.98% (2,488,281.25) (2,632.47) (2,490,913.72) 0.00 Purchase 08/20/2025 828807DK0 1,700,000.00
SIMON PROPERTY
GROUP LP 2.65
07/15/2030
92.669 4.32% (1,575,373.00) (4,379.86) (1,579,752.86) 0.00 Purchase 09/04/2025 91282CNX5 1,500,000.00
UNITED STATES
TREASURY 3.625
08/31/2030
99.656 3.70% (1,494,843.75) (600.83) (1,495,444.58) 0.00 Purchase 09/23/2025 91282CNX5 2,500,000.00
UNITED STATES
TREASURY 3.625
08/31/2030
99.730 3.68% (2,493,261.72) (5,757.94) (2,499,019.66) 0.00 Purchase 09/25/2025 00287YBX6 1,500,000.00 ABBVIE INC 3.2 11/21/2029 96.824 4.04% (1,452,360.00) (16,533.33) (1,468,893.33) 0.00 Purchase 09/29/2025 91282CNK3 1,000,000.00
UNITED STATES
TREASURY 3.875
06/30/2030
100.469 3.77% (1,004,687.50) (9,582.20) (1,014,269.70) 0.00 Purchase 10/06/2025 40139LBN2 1,300,000.00
GUARDIAN LIFE
GLOBAL FUNDING
4.327 10/06/2030
100.000 4.33% (1,300,000.00) 0.00 (1,300,000.00) 0.00
Total Purchase 12,000,000.00 (11,808,807.22) (39,486.63) (11,848,293.85) 0.00 TOTAL
ACQUISITIONS 12,000,000.00 (11,808,807.22) (39,486.63) (11,848,293.85) 0.00
DISPOSITIONS
Maturity 07/28/2025 3133EPRS6 (2,400,000.00)
FEDERAL FARM CREDIT
BANKS FUNDING CORP
4.875 07/28/2025
100.000 5.00% 2,400,000.00 0.00 2,400,000.00 0.00
Total Maturity (2,400,000.00) 2,400,000.00 0.00 2,400,000.00 0.00 Sale 09/25/2025 91324PEP3 (1,000,000.00) UNITEDHEALTH GROUP INC 5.25 02/15/2028 102.813 5.02% 1,028,130.00 5,833.33 1,033,963.33 23,389.28 Sale 09/25/2025 91324PDP4 (1,000,000.00) UNITEDHEALTH GROUP INC 3.875 12/15/2028 99.582 4.77% 995,820.00 10,763.89 1,006,583.89 21,228.25 41 Item: 4
62 TRANSACTION LEDGER
Lake Forest Operating Reserve | Account #11083|07/01/2025 Through 09/30/2025| Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/
Sold Total Amount Gain/Loss
Sale 10/01/2025 40139LBG7 (1,000,000.00)
GUARDIAN LIFE
GLOBAL FUNDING 5.55
10/28/2027
103.142 5.09% 1,031,420.00 23,587.50 1,055,007.50 23,019.95 Total Sale (3,000,000.00) 3,055,370.00 40,184.72 3,095,554.72 67,637.49 TOTAL
DISPOSITIONS (5,400,000.00) 5,455,370.00 40,184.72 5,495,554.72 67,637.49 42 Item: 4
63 TRANSACTION LEDGER
Lake Forest Reporting | Account #11084|07/01/2025 Through 09/30/2025| Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/
Sold Total Amount Gain/Loss
ACQUISITIONS
Purchase 07/15/2025 90LAIF$00 218,508.78
Local Agency
Investment Fund State
Pool
1.000 4.26% (218,508.78) 0.00 (218,508.78) 0.00
Purchase 07/31/2025 90CAMP$00 166,578.12 CAMP 1.000 (166,578.12) 0.00 (166,578.12) 0.00 Purchase 08/31/2025 90CAMP$00 166,903.58 CAMP 1.000 (166,903.58) 0.00 (166,903.58) 0.00 Purchase 09/24/2025 90LAIF$00 1,500,000.00
Local Agency
Investment Fund State
Pool
1.000 4.20% (1,500,000.00) 0.00 (1,500,000.00) 0.00
Purchase 09/30/2025 90CAMP$00 160,547.67 CAMP 1.000 (160,547.67) 0.00 (160,547.67) 0.00 Total Purchase 2,212,538.15 (2,212,538.15) 0.00 (2,212,538.15) 0.00 TOTAL
ACQUISITIONS 2,212,538.15 (2,212,538.15) 0.00 (2,212,538.15) 0.00
DISPOSITIONS
Sale 07/08/2025 90LAIF$00 (2,000,000.00)
Local Agency
Investment Fund State
Pool
1.000 4.26% 2,000,000.00 0.00 2,000,000.00 0.00
Sale 07/16/2025 90LAIF$00 (1,500,000.00)
Local Agency
Investment Fund State
Pool
1.000 4.26% 1,500,000.00 0.00 1,500,000.00 0.00
Sale 07/24/2025 90LAIF$00 (2,250,000.00)
Local Agency
Investment Fund State
Pool
1.000 4.26% 2,250,000.00 0.00 2,250,000.00 0.00
Sale 08/07/2025 90LAIF$00 (3,000,000.00)
Local Agency
Investment Fund State
Pool
1.000 4.25% 3,000,000.00 0.00 3,000,000.00 0.00
Sale 09/11/2025 90LAIF$00 (2,000,000.00)
Local Agency
Investment Fund State
Pool
1.000 4.22% 2,000,000.00 0.00 2,000,000.00 0.00
Total Sale (10,750,000.00) 10,750,000.00 0.00 10,750,000.00 0.00 TOTAL
DISPOSITIONS (10,750,000.00) 10,750,000.00 0.00 10,750,000.00 0.00 43 Item: 4
64 IMPORTANT DISCLOSURES
2025 Chandler Asset Management, Inc, An Independent Registered Investment Adviser.
Information contained herein is confidential. Prices are provided by ICE Data Services Inc (“IDS”), an independent pricing source. In the event IDS does not provide a price or if the price provided is not reflective of fair market value, Chandler will obtain pricing from an alternative approved third party pricing source in accordance with our written valuation policy and procedures. Our valuation procedures are also disclosed in Item 5 of our Form ADV Part 2A.
Performance results are presented gross-of-advisory fees and represent the client’s Total Return. The deduction of advisory fees lowers performance results. These results include the reinvestment of dividends and other earnings. Past performance may not be indicative of future results. Therefore, clients should not assume that future performance of any specific investment or investment strategy will be profitable or equal to past performance levels. All investment strategies have the potential for profit or loss. Economic factors, market conditions or changes in investment strategies, contributions or withdrawals may materially alter the performance and results of your portfolio.
Index returns assume reinvestment of all distributions. Historical performance results for investment indexes generally do not reflect the deduction of transaction and/or custodial charges or the deduction of an investment management fee, the incurrence of which would have the effect of decreasing historical performance results. It is not possible to invest directly in an index.
Source ICE Data Indices, LLC (“ICE”), used with permission. ICE permits use of the ICE indices and related data on an “as is” basis; ICE, its affiliates and their respective third party suppliers disclaim any and all warranties and representations, express and/or implied, including any warranties of merchantability or fitness for a particular purpose or use, including the indices, index data and any data included in, related to, or derived therefrom. Neither ICE data, its affiliates or their respective third party providers guarantee the quality, adequacy, accuracy, timeliness or completeness of the indices or the index data or any component thereof, and the indices and index data and all components thereof are provided on an “as is” basis and licensee’s use it at licensee’s own risk. ICE data, its affiliates and their respective third party do not sponsor, endorse, or recommend chandler asset management, or any of its products or services.
This report is provided for informational purposes only and should not be construed as a specific investment or legal advice. The information contained herein was obtained from sources believed to be reliable as of the date of publication, but may become outdated or superseded at any time without notice. Any opinions or views expressed are based on current market conditions and are subject to change. This report may contain forecasts and forward-looking statements which are inherently limited and should not be relied upon as indicator of future results. Past performance is not indicative of future results. This report is not intended to constitute an offer, solicitation, recommendation or advice regarding any securities or investment strategy and should not be regarded by recipients as a substitute for the exercise of their own judgment.
Fixed income investments are subject to interest, credit and market risk. Interest rate risk: the value of fixed income investments will decline as interest rates rise. Credit risk: the possibility that the borrower may not be able to repay interest and principal. Low rated bonds generally have to pay higher interest rates to attract investors willing to take on greater risk. Market risk: the bond market in general could decline due to economic conditions, especially during periods of rising interest rates.
Ratings information have been provided by Moody’s, S&P and Fitch through data feeds we believe to be reliable as of the date of this statement, however we cannot guarantee its accuracy.
Security level ratings for U.S. Agency issued mortgage-backed securities (“MBS”) reflect the issuer rating because the securities themselves are not rated. The issuing U.S. Agency guarantees the full and timely payment of both principal and interest. 44 Item: 4
65 BENCHMARK DISCLOSURES
Benchmark Disclosure
ICE BofA 1-5 Yr Unsubordinated US Treasury
& Agency Index
The ICE BofA 1-5 Year Unsubordinated US Treasury & Agency Index tracks the performance of US dollar denominated US Treasury and nonsubordinated US agency debt issued in the US domestic market. Qualifying securities must have an investment grade rating (based on an average of Moody’s, S&P and Fitch). Qualifying securities must have at least one year remaining term to final maturity and less than five years remaining term to final maturity, at least 18 months to maturity at time of issuance, a fixed coupon schedule, and a minimum amount outstanding of $1 billion for sovereigns and $250 million for agencies. 45 Item: 4
66 CITY COUNCIL AGENDA REPORT
MEETING DATE: 11/4/2025
DEPARTMENT: Finance
SUBJECT:
MEASURE M2 EXPENDITURE REPORT
RECOMMENDED ACTION(S):
1. Authorize the Director of Finance to submit the City of Lake Forest Annual Measure M2 Expenditure Report to the Orange County Transportation Authority.
2. Adopt a Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF LAKE FOREST, CALIFORNIA, CONCERNING THE MEASURE M2 EXPENDITURE REPORT FOR THE CITY OF LAKE FOREST.
EXECUTIVE SUMMARY:
The renewed Measure M Transportation Ordinance and Investment Plan (“M2”), requires each local jurisdiction receiving M2 funding, to adopt, by resolution, and submit to the Orange County Transportation Authority (“OCTA”), an annual M2 Expenditure Report (“Report”) by December 31st of each year.
The attached Report reflects the City’s financial accountability and compliance with M2 reporting requirements and demonstrates the City’s ongoing commitment to support the programs eligible to receive M2 funds (Attachment 1).
The adoption of the attached resolution certifies the Report conforms to the OCTA-required templates and ensures the City remains eligible for future M2 funding (Attachment 2).
In Fiscal Year 2024-25, the City expended approximately $5,485,132 on the Local Fair Share Program, which funds street resurfacing and slurry seal projects throughout the community. Additionally, the City expended approximately $205,158 on the Senior Mobility Program, which funds local, community-based transportation for senior residents. Any remaining funds are carried forward to help fund the City’s Programs in the next fiscal year.
BACKGROUND:
In 1990, Orange County voters approved Measure M (1991-2011), a 20-year Item: 5
67 program for local transportation improvements funded by a half-cent sales tax ($0.005) and entrusted the OCTA to administer the funds. Measure M was designated to fund transportation improvement projects in three major areas – freeways, streets and roads, and transit. The initial Measure M plan ended March 31, 2011.
On November 7, 2006, Orange County voters renewed the additional sales tax measure extending the funding for transportation purposes until 2041. M2 funds specifically fund the City’s Local Fair Share Program and Senior Mobility Program.
DISCUSSION:
Measure M2 funds augment local jurisdictions’ transportation improvement expenditures until 2041. Under M2, the City is required to demonstrate ongoing eligibility and conformance with the funding requirements by adopting an annual resolution and submitting an annual Report in a form satisfactory to OCTA. One of the funding requirements emphasizes financial accountability and requires each local agency to submit a Report to OCTA each year.
M2 Ordinance No. 3 requires the following:
“Local jurisdictions must adopt and provide an annual expenditure report to OCTA to account for M2 funds, developer/traffic impact fees, and funds expended by the jurisdiction to satisfy maintenance of effort requirements.” Pursuant to the above requirement, staff prepared the attached Report (Attachment 1) and proposed resolution (Attachment 2), which are required annually by December 31st following the City’s fiscal year end. The Report includes all M2 net revenue, fund balances and interest earned, and identifies expenditures by activity type and fund source. In Fiscal Year 2024-25, the City expended approximately $5,485,132 of the M2 funds on the Local Fair Share Program which funds street resurfacing and slurry seal projects throughout the community. In addition, the City expended $205,158 on the Senior Mobility Program, which funds local, community-based transportation for senior residents.
Staff recommend the City Council authorize the Director of Finance to submit the annual M2 Report for Fiscal Year 2024-25 to OCTA (Attachment 1), and to adopt the attached resolution (Attachment 2). These actions will ensure the City remains eligible for future M2 funding.
Item: 5
68 FISCAL IMPACT:
There is no fiscal impact associated with the recommended action. However, timely filing of the Report ensures continued receipt of Measure M2 funding for the City’s Local Fair Share Program and Senior Mobility Program.
ATTACHMENTS:
1. M2 Expenditure Report Fiscal Year 2024-25
2. M2 Expenditure Report Resolution Fiscal Year 2024-25 Initiated By: Caleb Brown, Accounting Manager
Submitted By: Kevin Shirah, Director of Finance/City Treasurer Approved By: Debra Rose, City Manager
Item: 5
69 ATTACHMENT 1
Item: 5
70 City of Lake Forest
M2 Expenditure Report
Fiscal Year Ended June 30, 2025
Beginning and Ending Balances
Schedule 1
Line
No. Amount Interest
A-M Freeway Projects 1 -$ -$ O Regional Capacity Program (RCP) 2 -$ -$ P Regional Traffic Signal Synchronization Program (RTSSP) 3 -$ -$ Q Local Fair Share 4 4,675,440.29$ -$
R High Frequency Metrolink Service 5 -$ -$ S Transit Extensions to Metrolink 6 -$ -$ T Convert Metrolink Station(s) to Regional Gateways that connect Orange County with High-Speed Rail Systems 7 -$ -$ U Senior Mobility Program or Senior Non-Emergency Medical Program 8 226,399.36$ -$
V Community Based Transit/Circulators 9 -$ -$ W Safe Transit Stops 10 -$ -$ X Environmental Cleanup Program (Water Quality) 11 -$ -$ Other* 12 -$ -$
13 4,901,839.65$ -$
Monies Made Available During Fiscal Year 14 2,063,423.20$ 94,851.89$ 15 6,965,262.85$ 94,851.89$
Expenditures During Fiscal Year 16 5,595,437.92$ 94,851.89$ A-M Freeway Projects 17 -$ -$ O Regional Capacity Program (RCP) 18 -$ -$ P Regional Traffic Signal Synchronization Program (RTSSP) 19 -$ -$ Q Local Fair Share 20 1,218,201.41$ -$
R High Frequency Metrolink Service 21 -$ -$ S Transit Extensions to Metrolink 22 -$ -$ T Convert Metrolink Station(s) to Regional Gateways that connect Orange County with High-Speed Rail Systems 23 -$ -$ U Senior Mobility Program or Senior Non-Emergency Medical Program 24 151,623.52$ -$
V Community Based Transit/Circulators 25 -$ -$ W Safe Transit Stops 26 -$ -$ X Environmental Cleanup Program (Water Quality) 27 -$ -$ Other* 28 -$ -$
* Please provide a specific description
Balances at End of Fiscal Year
Balances at Beginning of Fiscal Year
Balances at Beginning of Fiscal Year
Description
Total Monies Available (Sum Lines 13 & 14)
Item: 5
71 City of Lake Forest M2 Expenditure Report
Fiscal Year Ended June 30, 2025
Sources and Uses
Schedule 2
Line
No. Amount Interest
A-M Freeway Projects 1 -$ -$
O Regional Capacity Program (RCP) 2 -$ -$ P Regional Traffic Signal Synchronization Program (RTSSP) 3 -$ -$ Q Local Fair Share 4 1,920,549.98$ 86,167.76$
R High Frequency Metrolink Service 5 -$ -$ S Transit Extensions to Metrolink 6 -$ -$ T Convert Metrolink Station(s) to Regional Gateways that connect Orange County with High-Speed Rail Systems 7 -$ -$ U Senior Mobility Program or Senior Non-Emergency Medical Program 8 111,698.22$ 8,684.13$ V Community Based Transit/Circulators 9 -$ -$ W Safe Transit Stops 10 -$ -$
X Environmental Cleanup Program (Water Quality) 11 -$ -$ Other* 12 31,175.00$ -$
13 2,063,423.20$ 94,851.89$
A-M Freeway Projects 14 -$ -$
O Regional Capacity Program (RCP) 15 -$ -$ P Regional Traffic Signal Synchronization Program (RTSSP) 16 -$ -$ Q Local Fair Share 17 5,377,788.86$ 86,167.76$
R High Frequency Metrolink Service 18 -$ -$ S Transit Extensions to Metrolink 19 -$ -$ T Convert Metrolink Station(s) to Regional Gateways that connect Orange County with High-Speed Rail Systems
20 -$ -$
U Senior Mobility Program or Senior Non-Emergency Medical Program 21 186,474.06$ 8,684.13$ V Community Based Transit/Circulators 22 -$ -$ W Safe Transit Stops 23 -$ -$
X Environmental Cleanup Program (Water Quality) 24 -$ -$ Other* 25 31,175.00$ -$
26 5,595,437.92$ 94,851.89$
27 (3,532,014.72)$ -$
* Please provide a specific description
NOTE:
- Senior Mobility Program Fare Revenues = $10,000
- IRWD Reimbursement for Reimbursable Slurry Seal Activities = $21,175 TOTAL BALANCE (Subtract line 26 from 13)
TOTAL EXPENDITURES (Sum lines 14 to 25)
Description
Revenues:
TOTAL REVENUES (Sum lines 1 to 12)
Expenditures:
Item: 5
72 City of Lake Forest
M2 Expenditure Report
Fiscal Year Ended June 30, 2025
Streets and Roads Detailed Use of Funds
Schedule 3
Line No. MOE Developer /
Impact Fees+ O O
Interest P P
Interest Q Q
Interest X X
Interest
Other
M22
Other
M2
Interest
Other* TOTAL
1 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ New Street Construction 2 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Street Reconstruction 3a -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Street Reconstruction - Pavement 3b -$ -$ -$ -$ -$ -$ 5,377,788.86$ 86,167.76$ -$ -$ -$ -$ -$ 5,463,956.62$ Signals, Safety Devices, & Street Lights 4 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Pedestrian Ways & Bikepaths 5 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Storm Drains 6 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Storm Damage 7a -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Storm Damage - Pavement 7b -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 8 -$ -$ -$ -$ -$ -$ 5,377,788.86$ 86,167.76$ -$ -$ -$ -$ -$ 5,463,956.62$ Right of Way Acquisition 9 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 10 -$ -$ -$ -$ -$ -$ 5,377,788.86$ 86,167.76$ -$ -$ -$ -$ -$ 5,463,956.62$ Patching 11 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Overlay & Sealing 12 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Street Lights & Traffic Signals 13 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Storm Damage 14 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Other Street Purpose Maintenance 15a -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Other Street Purpose Maintenance - Pavement 15b 674,305.39$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 674,305.39$ 16 674,305.39$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 674,305.39$ 17 -$ -$ -$ -$ -$ -$ -$ -$ -$ 186,474.06$ 8,684.13$ 31,175.00$ 226,333.19$ 18 674,305.39$ -$ -$ -$ -$ -$ 5,377,788.86$ 86,167.76$ -$ -$ 186,474.06$ 8,684.13$ 31,175.00$ 6,364,595.20$ 19 1 Includes direct charges for staff time Legend
2 Other M2 includes A-M, R,S,T,U,V, and W Project
+ Transportation related only A-M
* Please provide a specific description O
P
* Senior Mobility Program Fare Revenues = $10,000 Q
* IRWD Reimbursement for Reimbursable Slurry Seal Activities = $21,175 R S
T
U
V
W
X Environmental Cleanup Program (Water Quality)
Local Fair Share
High Frequency Metrolink Service
Convert Metrolink Station(s) to Regional Gateways that connect Orange County with High-Speed Rail Systems
Senior Mobility Program or Senior Non-Emergency Medical Program Community Based Transit/Circulators
Safe Transit Stops
Transit Extensions to Metrolink
Description
Freeway Projects
Regional Capacity Program (RCP)
Regional Traffic Signal Synchronization Program (RTSSP) Maintenance
Total Maintenance1 (Sum Lines 11 to 15b)
Other
GRAND TOTALS (Sum Lines 1, 10, 16, 17)
Finance Director Confirmation
Any California State Constitution Article XIX streets and road eligible expenditure may be “counted” in local jurisdictions’ calculation of MOE if the activity is supported (funded) by a local jurisdictions’ discretionary funds (e.g. general fund). The California State Controller also provides useful information on Article XIX and the Streets and Highways Code eligible expenditures in its “Guidelines Relating to Gas Tax Expenditures for Cities and Counties”.
I have reviewed and am aware of these guidelines and their applicability in calculating and reporting on Maintenance of Effort expenditures.
Finance Director initial: _______________
Type of Expenditure
Indirect and/or Overhead
Construction & Right-of-Way
Total Construction1 (Sum Lines 2 to 7b)
Total Construction & Right-of-Way (Sum Lines 8 & 9)
Item: 5
73 City of Lake Forest
M2 Expenditure Report
Fiscal Year Ended June 30, 2025
Local Fair Share Project List
Schedule 4
PROJECT NAME TYPE OF EXPENDITURE AMOUNT INTEREST
Road Rehabilitation - Muirlands/Jeronimo CON - Street Reconstruction - Pavement 1,530,333.97$ 24,988.65$ Road Rehabilitation - Trabuco CON - Street Reconstruction - Pavement 3,847,454.89$ 61,179.11$ TOTAL PROJECT Q EXPENDED 5,377,788.86$ 86,167.76$
GRAND TOTAL PROJECT Q EXPENDED 5,463,956.62$
Item: 5
74 City of Lake Forest
M2 Expenditure Report
Fiscal Year Ended June 30, 2025
Signature Page
Date
11 Jurisdictions are encouraged to submit MOE eligible expenditures higher than their MOE benchmark, so that should certain expenses be ruled ineligible during an MOE audit, the local jurisdiction still has sufficient MOE expenditures to demonstrate continued achievement of the MOE benchmark.
I hereby certify that:
☐ All the information attached herein and included in schedules 1 through 4 is true and accurate to the best of my knowledge;
☐ The interest earned on Net Revenues allocated pursuant to the Ordinance shall be expended only for those purposes for which the Net Revenues were allocated;
☐ The City of Lake Forest is aware of the State Controller’s “Guidelines Relating to Gas Tax Expenditures for Cities and Counties”, which is a guide for determining MOE Expenditures for M2 Eligibility purposes; ☐ The City's Expenditure Report is in compliance with direction provided in the State Controller’s “Guidelines Relating to Gas Tax Expenditures for Cities and Counties;” and ☐ The City of Lake Forest has expended in this fiscal year an amount of local discretionary funds for streets and roads purposes at least equal to or exceeding the FY 2024-25 MOE benchmark dollar amount
11. Director of Finance (Print Name)
Signature
Item: 5
75 ATTACHMENT 2
Item: 5
76 RESOLUTION NO. 2025-__
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF LAKE FOREST, CALIFORNIA,
CONCERNING THE MEASURE M2 EXPENDITURE
REPORT FOR THE CITY OF LAKE FOREST
WHEREAS, local jurisdictions are required to meet eligibility requirements and submit eligibility verification packages to Orange County Transportation Authority (OCTA) in order to remain eligible to receive M2 funds; and
WHEREAS, local jurisdictions are required to adopt an annual M2 Expenditure Report as part of one of the eligibility requirements; and WHEREAS, local jurisdictions are required to account for Net Revenues, developer/traffic impact fees, and funds expended by local jurisdiction in the M2 Expenditure Report that satisfy the Maintenance of Effort requirements; and
WHEREAS, the M2 Expenditure Report shall include all Net Revenue fund balances, interest earned and expenditures identified by type and program or project; and
WHEREAS, the M2 Expenditure Report must be adopted and submitted to the OCTA each year within six months of the end of the local jurisdiction’s fiscal year to be eligible to receive Net Revenues as part of M2.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE
FOREST DOES HEREBY RESOLVE, DETERMINE, FIND AND ORDER
AS FOLLOWS:
Section 1. The City of Lake Forest does hereby inform OCTA that:
a. The M2 Expenditure Report is in conformance with the template provided in the Measure M2 Eligibility Guidelines and accounts for Net Revenues including interest earned, expenditures during the fiscal year, and balances at the end of fiscal year.
b. The M2 Expenditure Report is hereby adopted by the City of Lake Forest.
Item: 5
77 c. The City of Lake Forest Director of Finance is hereby authorized to sign and submit the M2 Expenditure Report to OCTA for the fiscal year ending June 30, 2025.
PASSED, APPROVED AND ADOPTED this 4 th day of November 2025, by the following vote, to wit:
SCOTT VOIGTS
MAYOR
ATTEST:
THY MERRITT
CITY CLERK
APPROVED AS TO FORM:
_____
MATTHEW E. RICHARDSON
CITY ATTORNEY
Item: 5
78 Item: 5
79 STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS
CITY OF LAKE FOREST )
I, Thy Merritt, City Clerk of the City of Lake Forest, California, do hereby certify that the foregoing Resolution No. 2025-___ was duly passed and adopted at a regular meeting of the Lake Forest City Council on the 4th day of November 2025, by the following vote, to wit:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
THY MERRITT
CITY CLERK
Item: 5
80 CITY COUNCIL AGENDA REPORT
MEETING DATE: 11/4/2025
DEPARTMENT: Public Works
SUBJECT:
ESTABLISHMENT OF PERMIT PARKING ON EL CABALLO STREET
RECOMMENDED ACTION(S):
Adopt a Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF LAKE FOREST, CALIFORNIA, ESTABLISHING PERMIT PARKING
ON EL CABALLO STREET PURSUANT TO CALIFORNIA VEHICLE CODE SECTION 22507 AND THE LAKE FOREST RESIDENTIAL PARKING
MANAGEMENT POLICY
EXECUTIVE SUMMARY:
Following the implementation of permit parking on Tulip Street in June 2023, staff received reports of residual overflow parking impacting El Caballo Street (Attachment 1). In response, a resident petition was submitted in September 2024, triggering an evaluation in accordance with the City's Residential Parking Management Policy (Attachment 2). Due to the proximity to an existing permit area, the Policy allows for a reduced threshold for establishing parking impacts.
Parking surveys conducted on November 3 and 17, 2024, showed that an average of 67% of available on-street parking was occupied by non-resident vehicles, exceeding the Policy’s reduced threshold of 50% for impacted areas affected by residual overflow parking.
Following unsuccessful attempts to identify voluntary mitigation measures from adjacent developments, staff conducted a ballot of affected residents in August 2025. The results showed that 70.6% of property owners (24 out of 34) supported the implementation of permit parking, meeting the Policy’s required approval threshold of 67%.
Therefore, staff has determined that all criteria have been met for El Caballo Street to qualify for permit parking under the Policy. On September 8, 2025, the Traffic and Parking Commission voted 4-0-1 (with Commissioner Camarena absent) to recommend the City Council to adopt a resolution approving permit parking restrictions on El Caballo Street. Staff recommend the City Council approve the proposed Resolution (Attachment 3) to establish permit parking on El Caballo Street.
Item: 6
81 BACKGROUND:
The City’s Residential Parking Management Policy (“Policy”) provides residents an opportunity to petition (and/or request) for permit parking restrictions. Upon receipt of a request, staff conduct an evaluation based on field observations, the source of parking demand, and the feasibility of alternative mitigation strategies.
If the area is impacted by residual overflow parking from adjacent permitted areas, the eligibility criteria may be adjusted as outlined in the Residential Neighborhood Residual Overflow Parking section of the Policy.
To qualify for consideration, all of the following criteria must be met:
1. Upon review by the Traffic Engineering Manager, the existence of overflow parking in a residential neighborhood is verified and the neighborhood meets the definition of "Impacted Area."
2. Existing land-use has resulted in inadequate spacing (distance) between a residential neighborhood and the nearby development that generates the overflow parking.
3. Reversal or mitigation of the conditions at nearby development that are creating the overflow parking is not within the City's control.
4. Nearby development will not voluntarily enact changes to mitigate the overflow parking.
5. By anonymous mail-in ballot, at least 67% of the impacted area property owners (one vote per property) approve instituting a Residential Permit Parking Program. If a vote is not received from a property owner, it will be considered a "no" vote. To maximize voter participation, the City will send a follow up letter approximately one week before the ballots are due to any property owners who have not submitted a ballot at that time.
6. Implementation of a permit parking program is compliant with Section 22507 of the California Vehicle Code.
7. The cost to implement the permit parking program can be absorbed by budgeted City activities or borne by the impacted area.
If staff determines that permit parking is the most effective and feasible solution, the proposal is advanced to a formal ballot process. Upon meeting the 67% approval threshold and satisfying all other criteria, the request is presented to the Item: 6
82 Traffic and Parking Commission and subsequently to the City Council for final consideration.
If the proposal fails to meet the required threshold, staff will notify the Commission of the outcome and recommend that the request be filed. The same area may submit a new request for evaluation after a minimum 24-month period from the date of the public meeting.
DISCUSSION:
On June 5, 2023, the City Council approved the implementation of permit parking restrictions on Tulip Street following a neighborhood petition and staff’s evaluation in accordance with the City’s Residential Parking Management Policy (“Policy”). Following this implementation, staff began receiving reports of increased parking congestion along El Caballo Street, consistent with residual overflow parking, which is defined in the Policy whereby a newly restricted area shifts parking demand into adjacent, unrestricted residential streets.
In response, residents of El Caballo Street submitted a petition in September 2024, satisfying the Policy requirement for majority support to initiate further evaluation. Given the proximity to the Tulip Street permit parking area, the threshold for determining overflow conditions was reduced from 75% to 50% of the available on-street parking being utilized by non-resident vehicles.
Per the Policy, staff conducted on-street parking surveys on November 3 and 17, 2024 along El Caballo Street, between Corta Cresta Drive and Calle El Toro Grande. The evaluation applied the Policy’s reduced criteria for residual overflow parking, which includes:
A minimum of 50% of on-street spaces occupied by vehicles associated with nearby non-residential or residential development; Conditions observed continuously over a minimum six-hour period on a recurring basis; and
At least 500 linear feet or 15 homes experiencing the impact.
The summary of the on-street parking survey is shown below:
Table 1. El Caballo Street between Corta Cresta Drive and Calle El Toro Grande Survey Date
Single
Family
Residential
– Street
Frontage
Parking
Supply
(“PS”)
No. of
Parked
Vehicles
(RV+PNRV)
No. of
Vacant
Parking
Spaces
No. of
Parked
Resident
Vehicles
(“RV”)
No. of
Parked
Non-
Resident
Vehicles
(“PNRV”)
Impact
Percentages
(PNRV/PS)
11/3/2024 34 Homes
Fronting,
81 On-
Street 72 9 19 53 65%
Item: 6
83 Survey Date
Single
Family
Residential
– Street
Frontage
Parking
Supply
(“PS”)
No. of
Parked
Vehicles
(RV+PNRV)
No. of
Vacant
Parking
Spaces
No. of
Parked
Resident
Vehicles
(“RV”)
No. of
Parked
Non-
Resident
Vehicles
(“PNRV”)
Impact
Percentages
(PNRV/PS)
4 Homes
Side-on:
300-Feet
Parking
Spaces
11/17/2024
34 Homes
Fronting,
4 Homes
Side-on:
300-Feet
81 On-
Street
Parking
Spaces
74 7 18 56 69%
The results indicate an average of 67% of on-street parking along this segment of El Caballo Street is occupied by non-resident vehicles. These findings meet the Policy’s definition of an Impacted Area under residual overflow conditions.
In accordance with the Policy, staff explored the possibility of voluntary mitigation measures by nearby developments. However, adjacent residential and non- residential developments maintain regulated parking systems that do not allow for practical or enforceable solutions to mitigate the observed impacts.
Therefore, staff initiated a formal ballot process in August 2025 to determine community support for permit parking restrictions. On August 19, 2025, ballots were tabulated, with the following results:
24 out of 34 property owners (70.6%) voted in favor of implementing permit parking restrictions
By exceeding the required 67% approval threshold and satisfying all applicable Policy criteria for implementation, staff has determined that El Caballo Street meets all conditions under the Residential Parking Management Policy, including those related to residual overflow parking. On September 8, 2025, staff discussed this item with the Traffic and Parking Commission, and the Commission voted 4-0-1 (with Commissioner Camarena absent) recommending to the City Council to adopt a resolution approving permit parking restrictions on El Caballo Street.
If the proposed Resolution (Attachment 3) is approved, participating households will be required to purchase an annual residential parking permit at a cost of $20 per permit, with a limit of two permits per household. The permit fee includes staff administration, processing, and consultant services necessary for the program’s implementation.
Item: 6
84 FISCAL IMPACT:
It is anticipated to cost $1,000 to install the required signage. Adequate funds are available in the 2025-2027 Operating Budget for the recommended action.
ATTACHMENTS:
1. Vicinity Map - El Caballo Street
2. Residential Parking Management Policy
3. Resolution 2025-XX - Establishing Permit Parking on El Caballo Street Initiated By: Tran Tran, Traffic Engineering Manager
Submitted By: Douglas Erdman, Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
Item: 6
85 Attachment 1
Item: 6
86 Vicinity Map
El Caballo (Proposed)
Tulip Street (Existing)
Calles Tres Lomas (Existing)
La Vaca Street (Existing)
Item: 6
87 Attachment 2
Item: 6
88
RESIDENTIAL PARKING MANAGEMENT POLICY
FINAL - Updated May 2019
Upon receiving a parking request/complaint from a residential neighborhood in the form of a letter from the Homeowners Association or a City provided petition form from a majority of the property owners on the street or streets where the parking concerns exist, staff will begin the following three-phased review process. Parking reviews require a significant amount of staff time and resources. Therefore, a specific request will only be evaluated once in any 24-month period. The City will exhaust the least intrusive alternative at each phase of the evaluation process prior to moving on to subsequent phases that entail a greater degree of intervention.
Resident Education
The City will provide information to the residents that includes an overview of the investigation process and explains that parking concerns generally fall into two categories: (1) California Vehicle Code (“CVC”) or Lake Forest Municipal Code (“LFMC”) parking violations that the City can enforce; and (2) Situations that cause concerns in neighborhoods, but do not represent CVC or LFMC parking violations. This second category is essentially a civil matter, but in limited circumstances, the City may be able to institute a parking management program. The Traffic Engineering Manager will decide which methods/approaches best address the parking concerns.
If the Traffic Engineering Manager ultimately determines that permit parking may be appropriate, the Permit Parking Program must meet the criteria under Phase 3 (which includes approval by a minimum of 67% of the affected property owners) and receive a recommendation from the City Council’s designee.
PHASE 1: Fact Finding
The City will begin the analysis of the request by collecting information and conducting field reviews. The scope of the analysis will be based on the professional judgment of the Traffic Engineering Manager and the particular circumstances of the situation. The analysis may include, but is not limited to, a review of site development plans, a review of collision history, conducting traffic counts, conducting license plate surveys, reviewing potential parking strategies and assessing the potential effectiveness of parking enforcement. If the Traffic Engineering Manager determines that the residential neighborhood is adversely impacted by overflow parking, staff will begin Phase 2.
PHASE 2: Request for Voluntary Action
If the initial findings indicate a potential for mitigating parking impacts from nearby developments (residential, commercial, industrial, etc.), the City will meet with appropriate representatives from the nearby developments to collect additional information regarding their available on-site parking and their parking policies. If opportunities exist to add parking spaces on private property, the City will request that Item: 6
89
the nearby development(s) consider adding parking. In addition, the City may request the nearby development(s) to revise parking policies that may be impacting adjacent neighborhoods. The City will also request that the Orange County Sheriff’s Department (“OCSD”) provide parking enforcement as time and personnel permits.
This phase may also include meeting with the appropriate representatives of the impacted residential neighborhood (e.g., Homeowners' Association (HOA) board, HOA property manager, property owners, etc.). If the Traffic Engineering Manager determines that the steps taken in Phase 2 have addressed the parking concerns, then no additional action will be taken. If the Traffic Engineering Manager determines that the steps have not addressed the parking concerns, then the residential neighborhood may qualify for a parking program.
PHASE 3: Consideration of Parking Restrictions
In this phase, parking restrictions may be considered to mitigate residential neighborhood overflow parking generated by nearby developments. Parking restrictions may include, but are not limited to, overnight parking bans, limited areas of no parking (red curbs, etc.), street sweeping parking restrictions, commercial vehicle parking restrictions and permit parking. The Traffic Engineering Manager will recommend a specific parking program based upon the particular circumstances of the situation.
If permit parking is the recommended alternative by the Traffic Engineering Manager, the City will determine the appropriate time of day and time of year restrictions.
Although permit parking restrictions are usually full time, there may be situations where limited permit parking may be adequate. For example, if the parking impacts are limited to late night and early morning hours, then overnight restrictions may be sufficient. For a high school, only daytime restrictions during school hours and school days may be appropriate.
In order to consider permit parking all of the following criteria must be met:
1. Upon review by the Traffic Engineering Manager, the existence of overflow parking in a residential neighborhood is verified and the neighborhood meets the definition of "Impacted Area."
2. Existing land-use has resulted in inadequate spacing (distance) between a residential neighborhood and the nearby development that generates the overflow parking.
3. Reversal or mitigation of the conditions at nearby development that are creating the overflow parking is not within the City's control.
4. Nearby development will not voluntarily enact changes to mitigate the overflow parking.
Item: 6
90
5. By anonymous mail-in ballot, at least 67% of the impacted area property owners (one vote per property) approve instituting a Residential Permit Parking Program. If a vote is not received from a property owner, it will be considered a “no” vote. In order to try and maximize voter participation, the City will send a follow up letter approximately one week before the ballots are due to any property owners who have not submitted a ballot at that time.
6. Implementation of a permit parking program is compliant with Section 22507 of the California Vehicle Code.
7. The cost to implement the permit parking program can be absorbed by budgeted City activities or borne by the impacted area.
If an area meets the criteria, it is eligible to be considered by the City Council’s designee for recommendation of approval of a Residential Permit Parking Program. The designee will recommend an action relative to the proposed permit parking to the Traffic and Parking Commission that will make a final recommendation to the City Council.
Approval of a Residential Permit Parking Program is at the sole discretion of the City Council.
Permits
If the permit parking is approved for recommendation by the City Council’s designee and the City Council, then two (2) permits will be issued per property. Permits are limited to two (2) because each property should have existing off-street parking, which the City encourages residents to use for vehicular parking. For neighborhoods where permit parking was implemented prior to the 2017 revision of the Residential Parking Management Policy, permits will continue to be issued on the basis of one permit per registered vehicle.
Property owners or residents may apply for a third permit, if condi tions provided in this section are met and/or there are exceptional or unusual circumstances, as determined by the City. Exceptional or unusual circumstances may include, but are not limited to, the following:
• Properties that have a driveway that is too short to allow vehicles to park legally thereby reducing the number of off-street parking spaces • Parking needs for disabled individuals that cannot be accommodated on the property
The conditions provided in this section shall apply to all requests for third permits based on vehicle count and received on or after February 5, 2019 (the date when the Policy was revised to include these specific conditions). In order to be considered for a third permit based on vehicle count, the property owner or resident must demonstrate that the dwelling unit’s off-street parking spaces are being fully utilized and that the number of vehicles currently registered to the dwelling unit exceeds the dwelling unit’s Item: 6
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off-street parking by three or more. Planned Non-Operational (PNO) vehicles, off highway vehicles (OHVs), boats, trailers and other similar vehicles/items do not count toward the total. The City may verify the off -street parking and circumstances by, among other things, conducting an inspection of the dwelling unit’s off -street parking spaces, including a garage inspection. The Traffic Engineering Manager, in his or her sole discretion, may approve or deny a third permit based on the applicant-provided information, any City verification of the dwelling unit’s off -street parking, and any other applicable information
Applicants may appeal a denial of a request for a third permit by the Traffic Engineering Manager to the Director of Public Works. To appeal, the applicant must submit a written appeal to the City Clerk within seven (7) business days of receipt of the Traffic Engineering Manager’s decision. The appeal must include the reasons for the appeal and any supporting evidence. The Director of Public Work’s decision on the appeal is final.
The Traffic Engineering Manager may revoke a third permit issued to a dwelling unit upon a finding that the dwelling unit’s off-street parking is not being adequately used, the number of vehicles registered to the dwelling unit no longer exceed the dwelling unit’s off-street parking by three or more, and/or the exceptional or unusual circumstances that justified the issuance of a third permit no longer exist. All third permits, regardless of issuance date, shall be subject to revocation under this Policy. A dwelling unit’s off-street parking is not being adequately used if, among other things, the dwelling unit’s required off-street parking facilities and driveways are not being utilized for the temporary storage of motor vehicles in accordance with LFMC section
9.168.030(C)(1). The City may verify the off-street parking and circumstances by, among other things, conducting an inspection of the dwelling unit’s off-street parking spaces, including a garage inspection.
The property owner or resident may appeal the Traffic Engineering Manager’s decision to revoke a third permit to the Director of Public Works. To appeal, the applicant must submit a written appeal to the City Clerk within seven (7) business days of receipt of the Traffic Engineering Manager’s decision. The appeal must include the reasons for the appeal and any supporting evidence. The Director of Public Work’s decision on the appeal is final.
Fees for Permanent Parking Permits
Beginning on January 1, 2020, the City will charge a $20 annual fee for each permanent (i.e., non-guest) parking permit issued under this Policy. This fee will apply to all permanent parking permits in all City permit parking program areas, regardless of when the permit parking program was implemented. The City will issue new permits for each calendar year. Beginning on January 1
st of each year, any permits from previous years
shall no longer be valid, and vehicles displaying invalid permanent permits shall be subject to citation. The maximum number of permanent permits that can be obtained will remain unchanged, as noted above. Property owners/residents are not required to obtain permanent permits. A property owner/resident may choose to have no Item: 6
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permanent permits if they can accommodate all their permanent parking needs on their property.
Temporary Guest Permits
Property owners and residents may apply for temporary one-day guest permits.
Temporary guest permits are available at no cost and can be obtained by submitting an application on the City’s website or in-person at City Hall. These permits shall be used to accommodate guests that cannot park on the requesting party’s property. The City monitors the issuance of temporary permits by address to ensure that property owners/residents are using this program as intended. If the City determines that a property owner/resident is improperly using the temporary guest permit program for any reason, including but not limited to, using temporary permits for long-term parking or as a way to avoid paying the annual permanent parking permit fee, then the City may take steps to address the issue including, but not limited to, revoking the privilege to obtain temporary guest permits.
Removal of Permit Parking
A request to remove permit parking will be subject to the same general requirements that are used to establish permit parking. Upon receiving a request to remove permit parking from a residential neighborhood in the form of a letter from the Homeowners Association or a City provided petition form from a majority of the property owners on the street or streets where the removal of permit parking is being requested, staff will begin a review process. A specific request will only be evaluated once in any 24-month period. The City will begin the analysis of the request by collecting information and conducting field reviews. The scope of the analysis will be based upon the professional judgment of the Traffic Engineering Manager and the particular circumstances of the situation. Information collection may include, but is not limited to, conducting traffic counts and conducting license plate surveys and assessing the potential impacts (if any) of removing permit parking. If the Traffic Engineering Manager determines that removal of permit parking is reasonable and appropriate for the conditions, the City will conduct a vote of the property owners to determine the level of support to remove permit parking.
By anonymous mail-in ballot, at least 67% of the impacted area property owners (one vote per property) must approve removing the Permit Parking Program. If a vote is not received from a property owner, it will be considered a “no” vote. In order to try and maximize voter participation, the City will send a follow up letter approximately one week before the ballots are due to any property owners who have not submitted a ballot at that time.
Removal of permit parking must also be compliant with the California Vehicle Code and the cost to implement the permit-parking program must be able to be absorbed by budgeted City activities or borne by the impacted area.
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If an area meets the criteria noted above, it is eligible to be considered by the City Council’s designee for recommendation of removal of the Permit Parking Program. The designee will recommend an action to the Traffic and Parking Commission that will make a final recommendation to the City Council. Removal of a Permit Parking Program is at the sole discretion of the City Council.
DEFINITIONS:
Residential Neighborhood Overflow Parking – New Requests
Residential Neighborhood Overflow Parking is defined as 75% of the frontage on a residential street available for parking is being occupied during any consecutive 6-hour period by vehicles generated from nearby development. Nearby development includes residential uses (single family and multifamily) and non-residential uses such as commercial or industrial or high schools. Parking from parks, other public recreational facilities and elementary/middle schools is not considered overflow parking and therefore does not meet the definition of Residential Neighborhood Overflow Parking.
The 75% impact threshold may be lowered to 67% through a variance process, if certain conditions exist. The requesting party must request the variance in writing and provide supporting evidence and reasoning for the request. The variance request will be reviewed by the Traffic and Parking Commission, which will make a recommendation to the City Council on whether or not to grant the variance.
Impacted Area for New Requests
An impacted area for a new request for permit parking is defined as any area experiencing overflow parking that:
• Precludes parking for one or more of the following: guests, maintenance workers, utility workers, deliveries (including mail delivery), trash pick-up, driveway access and other normal/typical uses of street parking
• Affects 30 or more dwelling units or 1,000 feet of frontage. If an entire street (such as a cul-de-sac) is less than 30 homes or 1,000 feet of frontage, then the street will be considered to have met this criterion without having to consider additional dwelling units or frontage from adjacent streets. All other criteria must still be met.
• Is continuous throughout at least a 6-hour period on an on-going basis. One time or occasional impacts would not meet this criterion.
Residential Neighborhood Residual Overflow Parking
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When a permit parking area is established, some of the displaced vehicles may (or may not) end up parking in adjacent residential areas. In cases where displaced vehicles do end up parking in adjacent residential areas, residents can request that the City complete a review to determine if the permit parking program should be expanded to include additional streets. At least 60 days must pass (from the date when the signs are installed in the original permit parking area) before the City will consider a request. This 60-day period will allow the parking conditions to normalize and for the required parking impact studies to properly assess the normalized parking conditions.
In cases of residual overflow parking the following criteria shall apply:
Residual Overflow Parking is defined as 50% of the frontage on a residential street available for parking is being occupied during any consecutive 6-hour period by vehicles generated from nearby development. Nearby development includes residential uses (single family and multifamily) and non-residential uses such as commercial, industrial or high schools. Parking from parks, other public recreational facilities and elementary/middle schools is not considered overflow parking and therefore does not meet the definition of Residual Overflow Parking.
Impacted Area for Residual Overflow Parking
An impacted area for a request for permit parking to address residual overflow parking is defined as any area experiencing residual overflow parking that:
• Precludes parking for one or more of the following: guests, maintenance workers, utility workers, deliveries (including mail delivery), trash pick-up, driveway access and other typical/normal uses of street parking
• Affects 15 or more dwelling units (or 500 feet of frontage)
• Is continuous throughout at least a 6-hour period on an on-going basis (One time or occasional impacts would not meet this criterion)
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Attachment 3
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RESOLUTION NO. 2025-_____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF LAKE FOREST, CALIFORNIA, ESTABLISHING
PERMIT PARKING ON EL CABALLO STREET
PURSUANT TO CALIFORNIA VEHICLE CODE
SECTION 22507 AND THE LAKE FOREST
RESIDENTIAL PARKING MANAGEMENT POLICY
WHEREAS, Section 22507 of the California Vehicle Code authorizes local agencies to restrict or prohibit the stopping, parking, or standing of vehicles on local streets during all or certain hours of the day and authorizes the establishment of neighborhood parking permit programs that allow only residents and guests of residents to park on designated streets; and
WHEREAS, in July 2004, the City Council adopted the Residential Parking Management Policy (“the Policy”), which addresses overflow parking in residential neighborhoods. The Policy was updated in 2019 as part of a comprehensive review of parking policies and procedures;
WHEREAS, the Policy includes criteria and phases for establishing residential permit parking restrictions; and
WHEREAS, when a permit parking area is established, some of the displaced vehicles may end up parking in adjacent residential areas. In cases where displaced vehicles do end up parking in adjacent residential areas, residents can request that the City complete a review to determine if the permit parking program should be expanded to include additional streets; and WHEREAS, an impacted area may request for permit parking to address residual overflowing parking, which is defined in the Policy as any area experiencing increased parking demand after a newly restricted area shifts parking into adjacent, unrestricted residential streets; and
WHEREAS, on June 5, 2023, the City Council approved the implementation of permit parking restrictions on Tulip Street as part of the neighborhood petition and staff’s evaluation based upon the Residential Parking Management Policy; and
WHEREAS, after the implementation along Tulip Street, the El Caballo Street neighborhood started to experience residual overflow parking; and Item: 6
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WHEREAS, in September 2024, the City received a petition from the residents of the El Caballo Street (“El Caballo Street neighborhood”) indicating that the overflow parking from Tulip Street was negatively impacting on-street parking for residents in these areas; and
WHEREAS, in November 2024, staff completed Phase 1 (“Fact Finding”) and conducted a survey of El Caballo Street between Corta Cresta Drive and Calle El Toro Grande with the residual overflow parking criteria; and WHEREAS, the survey showed an average of 67% of the parking supply on El Caballo Street is being impacted by overflow parking, which meets the criteria of 50% or above, and meets the definition of an “impacted area”; and, WHEREAS, staff completed Phase 2 (“Request for Voluntary Action”), and determined the adjacent developments have their own regulated parking policies which do not provide a potential opportunity to mitigate the parking impacts in this area. The Traffic Engineering Manager determined that the parking concerns have not been addressed and that the neighborhoods may qualify for a parking program; and
WHEREAS, staff completed Phase 3 (“Consideration of Parking Restrictions”) in August 2025 by conducting a ballot vote of the affected property owners to determine the level of support for permit parking restrictions and found the property owners on El Caballo Street supported and met the criteria to implement permit parking, with 70.6% of the homeowners in support; and WHEREAS, the El Caballo Street neighborhood have met all the criteria for consideration of a permit parking program; and
WHEREAS, the costs of implementing a permit parking program for El Caballo Street neighborhood are an acceptable and appropriate use of the City’s current operating budget for street maintenance; and
WHEREAS, the Traffic Engineering Division recommends the parking program for the El Caballo Street neighborhood require residents to purchase annual parking permits from the City for $20 each with a limit of two permits per household.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE
FOREST, DOES HEREBY RESOLVE, AS FOLLOWS:
Section 1. RECITALS. The above recitals are incorporated, herein, by reference.
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Section 2. CEQA. The establishment of a permit parking program on the El Caballo Street neighborhood is not a “project” under the California Environmental Quality Act (“CEQA”) because implementing permit parking would not have the potential to result in a direct physical change, or reasonably foreseeable indirect physical change in the environment. (14 Cal. Code Regs. § 15738(a).) Here, the purpose of permit parking is to correct an existing overflow parking problem. The Resolution will not result in any construction or development, and it will not have any other effect that would physically change the environment. Thus, the Resolution does not qualify as a project subject to CEQA.
Section 3. PARKING PERMIT PROGRAM. The City Council hereby creates a permit parking program to restrict parking on El Caballo Street neighborhood during all hours of the day, for the residents and their guests. A map depicting the area where permit parking shall be instituted is attached hereto as Exhibit “A” and incorporated herein by reference. The City Council’s action is based upon all written and oral evidence presented to the City Council. Once established, this permit parking program shall be enforced at the direction of the City Manager.
Section 4. PARKING RESTRICTIONS. No person shall stop, park, or leave standing any vehicle on the El Caballo Street neighborhood, during all hours of the day, except by permit, as set forth under Section 12.16.080 (“Permit parking program enforcement”) of Title 12 of the Lake Forest Municipal Code.
Section 5. SIGNS GIVING ADEQUATE NOTICE. The Director of Public Works/City Engineer is hereby directed to place appropriate signs giving adequate notice of these restrictions and prohibitions. The permit parking program shall not take effect unless and until appropriate signs have been installed.
Section 6. NOTICE OF EXEMPTION. The City Council hereby directs staff to prepare, execute and file a Notice of Exemption for this Resolution with the Orange County Clerk in accordance with State CEQA Guidelines.
Section 7. CUSTODIAN OF RECORDS. The documents and materials that constitute the record of proceedings on which this Resolution is based are located at the City of Lake Forest City Hall, 100 Civic Center Drive, Lake Forest, CA 92630.
The custodian for these records is the Acting City Clerk.
Section 8. SEVERABILITY. If any section, subsection, subdivision, sentence, clause, phrase, or portion of this Ordinance for any reason is held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portion of this Ordinance.
The City Council hereby declares that it would have adopted this Ordinance, and Item: 6
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each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, phrases, or portions thereof be declared invalid or unconstitutional. [Signatures on following page]
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SIGNATURE PAGE TO RESOLUTION NO. ______
PASSED, APPROVED AND ADOPTED this 4 th day of November 2025, by the following vote, to wit:
___________________________
SCOTT VOIGTS
MAYOR
ATTEST:
________________________
THY MERRITT
CITY CLERK
APPROVED AS TO FORM:
________________________
MATTHEW E. RICHARDSON
CITY ATTORNEY
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS.
CITY OF LAKE FOREST )
I, Thy Merritt, Acting City Clerk of the City of Lake Forest, California, do hereby certify that the foregoing Resolution No. 2025-_____ was duly passed and adopted at a regular meeting of the Lake Forest City Council on the 4th day of November, 2025 by the following vote, to wit:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
__________________________
THY MERRITT
CITY CLERK
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EXHIBIT “A”
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Vicinity Map
El Caballo (Proposed Permit Parking Restrictions Area)
Tulip Street (Existing Permit Parking Restrictions Area) Calles Tres Lomas (Existing Permit Parking Restrictions Area) La Vaca Street (Existing Permit Parking Restrictions Area) Item: 6
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 11/4/2025
DEPARTMENT: Public Works
SUBJECT:
FIRST AMENDMENT TO THE AGREEMENT WITH CHARLES ABBOTT
ASSOCIATES, INC., FOR STREET MAINTENANCE SERVICES
RECOMMENDED ACTION(S):
1. Approve the First Amendment to the Agreement for Street Maintenance Services with Charles Abbott Associates, Inc.
2. Authorize the Mayor to sign, and the City Clerk to attest, the First Amendment substantially in the form attached.
EXECUTIVE SUMMARY:
Charles Abbott Associates, Inc. (“CAA”) provides Street Maintenance Services under a three-year agreement approved by the City Council on December 22, 2022. The current street maintenance agreement ends December 30, 2025.
CAA has offered to extend the agreement for one additional year with no increases in rates.
The proposed First Amendment adds $1,893,800.06 in compensation for street maintenance services for a total not to exceed $6,744,329.52 and would extend the term of the agreement to December 30, 2026. The First Amendment does not include any increases to the unit prices included in the agreement. Staff recommend the City Council approve the proposed First Amendment to the agreement with CAA to ensure continuity in the maintenance of the City’s streets and other infrastructure assets. The Public Works Department prepared the proposed First Amendment and the City Attorney’s office reviewed the document as to form.
BACKGROUND:
CAA is the City’s current contractor for street maintenance services. On December 22, 2022, the City Council awarded the Agreement to CAA for Street Maintenance
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Services in the amount of $4,850,529.46 for a 3-year term commencing on December 31, 2022, through December 30, 2025. Before the initiation of the CAA agreement in 2022, CAA provided street maintenance services to the City since 2016.
The street maintenance services maintain the City’s public streets, properties, and related facilities in good operating condition. This vital service ensures that the City’s streets, sidewalks, storm drains, facilities, and other properties remain safe and useable for public travel and use. Consequently, the contract provides an important service to the community that affects the maintenance standards of the City’s transportation infrastructure. To that end, the street maintenance contractor provides all aspects of street maintenance, which includes street repairs (including pothole repairs), street striping, sidewalk inspections, and curb and gutter repairs. In addition, CAA provides dedicated crews to respond to emergency conditions such as flooding, landslides, and traffic control in support of the Orange County Sheriff’s Department (“OCSD”) and Orange County Fire Authority’s operations during emergency events.
DISCUSSION:
The current scope of work in the Agreement for Street Maintenance Services with CAA includes 71 separate task items. The tasks include but are not limited to pothole and road repairs, street sign fabrication and installation, concrete and asphalt repairs, trash and debris removal, flood response, pavement markings and striping, sidewalk grinding and ramping, emergency response, improvement projects, traffic control, and storm drain maintenance.
In accordance with the City’s Purchasing and Contracting Guidelines, the duration of the Agreement for Street Maintenance Services is for a 3-year term.
Street maintenance is a service that requires relatively expensive supplies, equipment, and personnel not used in other maintenance contracts. A long-term agreement allows these higher costs to be spread out over the term of the agreement. Street maintenance requires an initial capital investment for purchasing equipment, vehicles, a local storage facility, and experienced personnel with knowledge of local street maintenance services.
The initial 3- year agreement locked in pricing through December 30, 2025, not allowing for any price increases. After discussions with staff, CAA has offered current pricing for an additional year of services with no request for a CPI increase for contract rates. Staff recommend the City Council approve the First Amendment to the agreement with CAA which includes a one-year term extension with no increase to unit prices for street maintenance services.
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The proposed First Amendment would extend the agreement for one additional year and add $1,893,800.06 in compensation, for a total not to exceed $6,744,329.52. The additional compensation includes an amount for street striping which occurs every two years.
CAA has demonstrated its willingness to respond quickly to resident and staff requests and completed all required maintenance activities in a timely manner. CAA has provided exemplary service and has completed all required tasks within budget. Additionally, CAA has provided an incredible response by providing 24-hours per day traffic control and emergency response in support of all Orange County Sheriff Department requests for service.
The chart below provides an overall summary of the CAA’s performance since the inception of the agreement.
Charles Abbott Associates, Inc. Performance Assessment
December 31, 2022, through November 4, 2025
Category Rating
Performance of Scope of Services Unsatisfied Satisfied X Very Satisfied N/A Timeliness Unsatisfied Satisfied X Very Satisfied N/A
Budget Performance Unsatisfied Satisfied X Very Satisfied N/A Customer Service Unsatisfied Satisfied X Very Satisfied N/A Consistent with the City’s Purchasing and Contracting Guidelines, including the above vendor assessment, staff recommend the City Council exercise their discretionary authority to approve the First Amendment, which initiates year one of the two optional one-year extensions, and ensures continuity in the provision of street maintenance services. The Public Works Department prepared the proposed First Amendment and the City Attorney’s office reviewed the document as to form.
FISCAL IMPACT:
The proposed First Amendment would add $1,893,800.06 to the agreement compensation for a total compensation amount of $6,744,329.52 and extend the term of the agreement by one additional year. There is sufficient funding in the 2025-2027 Operating Budget for the recommended action.
ATTACHMENTS:
1. Agreement for Maintenance Services - CAA, Inc.
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2. First Amendment to Agreement for Maintenance Services - CAA, Inc.
Initiated By: Michael McConaha, Deputy Director of Maintenance & Facilities
Submitted By: Douglas Erdman, Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
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Attachment 1
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(BB&K 2019)
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CITY OF LAKE FOREST
AGREEMENT FOR MAINTENANCE SERVICES
PARTIES AND DATE.
This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***] , by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, located at 100 Civic Center Drive, Lake Forest 92630 (“City”) and Charles Abbott Associates, Inc., a California Corporation, with its principal place of business at 27201 Puerta Real, Suite 200, Mission Viejo, CA 92691 (“Contractor”). City and Contractor are sometimes individually referred to herein as “Party” and collectively as “Parties.”
RECITALS.
Contractor.
Contractor desires to perform and assume responsibility for the provision of certain Street Maintenance and Engineering Support Services required by the City which shall be performance in accordance with the terms and conditions set forth in this Agreement and all plans, specifications and other contract documents attached to or incorporated into this Agreement .
Contractor represents that it is experienced in providing Street Maintenance and Engineering Support Services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that it is familiar with the plans of City.
Project.
City desires to engage Contractor to render such services for the Street Maintenance and Engineering Support Services project (“Project”) as set forth in this Agreement.
TERMS.
Scope of Services and Term.
General Scope of Services . Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and custom ary work necessary to fully and adequately supply the Street Maintenance and Engineering Support Services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by refer ence. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
Term. The term of this Agreement shall be from December 31, 2022 to December 30, 2025, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than two (2) additional one-year terms.
Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 2022
22nd December
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Responsibilities of Contractor.
Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contrac tor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control.
Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Contractor or any of Contractor’s officers, employees or agents, except as set forth in this Agreement. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor represen ts that it has the professional and technical personnel required to perform the Services in conformance with such conditions.
In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.
City’s Representative. The City hereby designates Thomas Wheeler, Director of Public Works/ City Engineer , or his designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement (“City’s Representat ive”). City’s Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Contractor but not the authority to enlarge the Scope of Work or change the total compensation due to Contractor under this Agreement. The City’s City Manager shall be authorized to act on City’s behalf and to execute all necessary documents which enlarge the Scope of Work or change the Contractor’s total compensation, subject to the provisions contained in Section 3.3 of this Agreement. Contractor shall not accept direction or orders from any person other than the City Manager, City’s Representative or his/her designee.
Contractor’s Representative. Contractor hereby designates Dirk Lovett, or his designee, to act as its rep resentative for the performance of this Agreement (“Contractor’s Representative”).
Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representati ve shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, Contractors and other staff at all reasonable times.
Standard of Care; Performance of Employees . Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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as being employed by contractors and/or professionals in the same discipline in the State of California. Contractor r epresents and maintains that it is skilled in the discipline necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contra ctor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are ca used by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion o f the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.
Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations, Contractor shall be solely responsible for all costs arising therefrom.
Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
Safety. Contractor shall execute and maintain its work so as to avoid injury or d amage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. .Labor
Prevailing Wages. Contractor is aware of the requirements of Calif ornia Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement.
Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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and shall post copies at the Contractor’s principal place of business and at the project site.
Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
Registration. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code sections 1725.5 and 1771.1, Contractor and all subcontractors must be registered with the Department of Industrial Relations (“DIR”).
Contractor shall maintain registration for the duration of the project and require the same of any subcontractors. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Contractor’s sole responsibility to comply with all applicable re gistration and labor compliance requirements, including the submission of payroll records directly to the DIR .
Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to wor k performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Contractor shall therefore comply with such Labor Code sections to the fullest extent required by law.
Insurance. Contractor agrees to procure and maintain, at Contractor’s expense all insurance specified in Exhibit “D” attached hereto and by this reference incorporated herein. Contractor shall require all subcontractors to carry the same policies and limits of insurance that the Contractor is required to maintain, unless otherwise approved in writing by the City.
Bonds.
Performance Bond . If specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amoun t of the total, not -to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.
Payment Bond . If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not -to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.
Bond Provisions. Should, in City’s so le opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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further provide that no change or alteration of the Agreement (including, wi thout limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.
Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California -admitted surety and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.
Water Quality Management and Compliance.
Storm Water Management . Storm, surface, ground, nuisance, or other waters may be encountered at various times during the Services. Contractor hereby acknowledges that it has investigated the risk arising from such waters, has prepared its Bid accordingly, and assumes any and all risks and liabilities arising therefrom.
Compliance with Water Quality Laws, Ordinances and Regulations . Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the Cit y’s ordinances regulating discharges of storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Contractor shall additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regarding discharges of storm water to separate storm drain systems or other watercourses, including applicable requirements in municipal storm water management programs.
Compliance with DAMP and LIP . In addition to compliance with the laws, ordi nances and regulations listed in paragraph 3.2.13.2, Contractor must comply with all applicable requirements of the Orange County Drainage Area Management Plan (“DAMP”) and the City of Lake Forest Local Implementation Plan (“LIP”). Both documents contain Model Maintenance Procedures with Best Management Practices (“BMPs”). These Model Maintenance Procedures contain pollution prevention and source control techniques to minimize the impact of those activities upon dry - weather urban runoff, stormwater runoff, and receiving water quality. Contractor shall be familiar the DAMP, and the LIP and shall comply with the requirements as specified therein.
A copy of the DAMP is available on the internet at:
http://www.ocwatersheds.com/documents/damp/mapplan
A copy of the LIP is available on the internet at:
http://www.lakeforestca.gov/296/Local-Implementation-Plan-LIP Standard of Care. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Sections 3.2.13.2 and 3.2.13.3 of this DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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Agreement. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by the City, regarding the requirements of the laws, regulations and policies described in Sections 3.2.13.2 and 3.2.13.3 of this Agreement as they may relate to the Services.
Liability for Non-compliance.
Indemnity: Failure to comply with laws, regulations, standards and ordinances listed in Sections
3.2.13.2, 3.2.13.3, and 3.2.13.4 of this Agreement is a violation of federal and state law.
Notwithstanding any other indemnity contained in this Agreement, Contractor agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances l isted in Sections 3.2.13.2 , 3.2.13.3, and 3.2.13.4 of this Agreement arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Contractor’s failure to comply with any applicable water quality law, regulation, or policy. Contractor hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity.
Damages: City may seek damages from Contractor for delay in completing the Services caused by Contractor’s failure to co mply with the laws, regulations, policies and standards described in Sections 3.2.13.2, 3.2.13.3 and 3.2.13.4 of this Agreement, or any other relevant water quality law, regulation, or policy.
Fees and Payments.
Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit ”C” attached hereto and incorporated herein by reference. The total compensation shall not exceed FOUR MILLION
EIGHT HUNDRED FIFTY THOUSAND FIVE HUNDRED TWENTY -NINE DOLLARS AND FORTY-SIX CENTS ($4,850,529.46) without written approval of City’s City Council or City Manager. Extra Work may be authorized, as described below, and if author ized, will be compensated at the rates and manner set forth in this Agreement.
Payment of Compensation . Contractor shall submit to City a monthly itemized invoice which indicates work completed and hours of Services rendered by Contractor. The invoice sh all describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoi ce and pay all non -disputed and approved charges thereon. If the City disputes any of Contractor’s fees, the City shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.
Reimbursement for Expenses . Contractor shall not be reimbursed for any expenses unless authorized in writing by City.
Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from the City.
Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”
Accounting Records.
Maintenance and Inspection . Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a repr esentative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
General Provisions.
Termination of Agreement.
Grounds for Termination. City may, by written notice to Contractor, terminate the whol e or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, C ontractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.
Effect of Termination . If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.
Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Contractor: Charles Abbott Associates, Inc.
27201 Puerta Real, Suite 200
Mission Viejo, Ca 92691
ATTN: Dirk Lovett
City: City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
ATTN: City Clerk
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Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
Attorney’s Fees . If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreem ent, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.
State License Board Notice. Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O.
Box 26000, Sacramento, California 95826.
Indemnification. To the fullest extent allowable by law, Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney’s fees and other related costs and expenses.
Contractor shall defend, at Contractor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, officers, employees, agents or volunteers, in any such suit, action or other l egal proceeding. Contractor shall reimburse City and its officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.
Entire Agreement. This Agreement contains the entire Agreement of the parties with re spect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.
This Agreement may only be modified by a writing signed by both parties.
Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.
Time of Essence. Time is of the essence for each and every provision of this Agreement.
City’s Right to Employ Other Contractors . City reserves right to employ other contractors in connection with this Project.
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Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this A greement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference onl y, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
No Third Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
Invalidity; Severability. If any portion of this Agreement is decl ared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor , to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other considera tion contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind thi s Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discrimi nate against any subcontractor, employee or applicant for employ ment because of race, religion, color, national ori gin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Contractor shall also comply with all relevant pro visions of City’s Minority Business Enterprise DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
Labor Certification . By its signature hereunder, Contr actor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
Subcontracting.
Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
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CITY OF LAKE FOREST
CHARLES ABBOTT ASSOCIATES, INC.
By:
[AUTHORIZED CITY SIGNATURE]
By:
[VENDOR SIGNATURE 1]
Robert Pequeño
Mayor
Rusty R. Reed[INSERT NAME 1]
PresidentTITLE 1]
[If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary OR Treasurer REQUIRED]
ATTEST:
By:
[VENDOR SIGNATURE 2]
[Diann NolteNAME 2]
[Assistant SecretaryINSERT TITLE 2]
By:
[CITY CLERK SIGNATURE]
Lisa Berglund
City Clerk
APPROVED AS TO FORM:
By:
[CITY ATTORNEY SIGNATURE]
Best Best & Krieger LLP
City Attorney
[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
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EXHIBIT “A”
SCOPE OF MAINTENANCE SERVICES
CITY OF LAKE FOREST
STREET MAINTENANCE SERVICES
SCOPE OF SERVICES
I. WORK DESCRIPTIONS
The Agency/Firm/Contractor (“Firm”) will provide Street Maintenance Services, as determined by the City of Lake Forest by providing full time personnel and through the use of Work Orders, in accordance with this Scope of Services. If upon request of the City, the contractor may be required to provide an independent Quality Assurance Program for work quality control. The units of measurement described herein shall be inclusive of ALL costs including, but not limited to, labor, materials, equipment, markups and profit. Amounts should be shown in annual per year costs.
The services to be provided as shown below are to follow identified job standards, specifications, and industry requirements as shown in the Request for Proposal. Each work task listed below is defined with a reporting unit, a g eneral description, and performance quality requirement. The latest edition of the Standard Specifications for Public Works Construction and/or the Caltrans Standard Specifications, and related Standard Plans and Special Provisions, as solely selected by the City designated representative , as modified by the City designated representative and selected by the City designated representative to be most appropriate for the work, shall govern the work. See Appendix D for general specifications and special provisions.
The Firm is allowed and encouraged to provide suggestions to better enhance the administration of street maintenance services. This RFP provides a framework for providing street maintenance services but can be modified based on a firm’s experience. Please explain clearly on a separate document included with your proposal any suggestions or exceptions you have to providing a more efficient and effective delivery of street maintenance services.
1. Contract Administration (Units: Annual Lump Sum payable per year in equal monthly increments)
Define Unit: This is a lump sum annual fee payable in equal monthly installments.
This lump sum shall include all costs of mobilization as defined and all other items of work not specifically included in a unit price work task herein including, but not limited to, the services of the point of contact, backup contact staff, emergency contact staff, communications, scheduling services, providing and maintaining a maintenance mana gement system, compliance with all NPDES water quality requirements including Best Management Practices, the cost of insurances, the provision of all aspects of worker and public safety, compliance with all local, state and federal laws, and all other related work.
Quality Requirements : General quality requirements would be to manage, plan, organize, schedule and track work as well as communicate and coordinate with the City of Lake Forest and others routinely while providing status and other requested reports on all work efforts. All work to be to the satisfaction of the City designated representative.
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2A. Public Works General Labor A (Units: One Person Crew Hours)
Define Units: This is measured by the number of hours taken by a one person crew, incl uding labor, equipment and materials, to complete tasks as assigned by the City designated representative including responding to 24 -hour emergency call out services. This activity encompasses providing a one person crew with vehicles, equipment and labor to perform maintenance work or emergency response work for which there is no unit price, as so lely designated by the City designated representative.
General labor activity is deemed to include access to an emergency call out person, material and equipment on a 24-hour continuous basis. Any work assigned to Public Works General Labor A is herein defined to be at the proposed hourly rate for any work oc curring between 7:00 am and 5:00 pm Monday to Friday. Contractor may propose alternative work schedule and crew staffing levels based on approved weekly work schedule and their work product. Work includes but is not limited to daily arterial highway/residential roadway inspection, litter/debris/illegal dump cleanup, shopping cart removal, illegal sign remov al, right-of-way vegetation trimming, minor sidewalk concrete patching, debris removal along the front of catch basin ARS screens, and storm water response/patrolling.
Any work assigned to General Labor A outside of the above -described days and hours shall be compensated at 1.5 times the stated hourly rate. Emergency call outs shall be responsible to respond to the scene of the emergency event within two hours of the first call out contact.
Emergency call outs shall be compensated a minimum of two (2) hours of labor for any given call-out.
For Emergency call out purposes only, the responding person shall assess the event, take temporary measures to make the area safe for the public, including but not limited to, temporary traffic control, removal of debris that is blocking travel lanes, bicycle lanes or sidewalks, cutting or removing trees or tree limbs that are blocking travel lanes, bicycle lanes or sidewalks, clearing drainage inlets, filling potholes or other pavement or sidewalk depressions, and supporting Police Services as requested, and identify the remaining work to be performed at a later time during normal business hours. Additional work shall be as approved and designated by the City designated representative.
The number of hours listed on the bid sheet demonstrates the current level of service provided for street maintenance services.
Quality Requirements: The one-person crew has completed the assignment as given in the Task Order or has addressed the safety of the public as the result of an emergency call out and has met the requirements specified. All work to be to the satisfaction of the City designated representative.
2B. Public Works General Labor B (Units: Two Person Crew Hours)
Define Units: This is measured by the number of hours taken by a two person crew to complete tasks related to street maintenance services. All tasks included in General Labor A and also included with this item.
This activity encompasses providing a two person crew with vehicl es, equipment and labor to perform street maintenance work for which there is no unit price.
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The number of hours listed on the bid sheet demonstrates the current level of service provided for street maintenance services.
Quality Requirements: The two -person crew has completed the assign ments as given and has met the requirements specified. All work to be to the satisfaction of the City designated representative.
2C. Public Works General Labor C (Units: Three Person Crew Hours)
Define Units: This is measured by the number of hours taken by a three person crew to complete tasks related to street maintenance services. All tasks included in General Labor A and also included with this item.
This activity encompasses providing a three person crew with vehicles, equipment and labor to perform street maintenance work for which there is no unit price.
The number of hours listed on the bid sheet demonstrates the current level of service provided for street maintenance services.
Quality Requirements: The three-person crew has completed the assignments as given and has met the requirements specified. All work to be to the satisfaction of the City designated representative.
2D. Public Works General Labor D (Units: Four Person Crew Hours)
Define Units: This is measured by the number of hours taken by a four person crew to complete tasks related to street maintenance services. All tasks included in General Labor A and also included with this item.
This activity encompasses providin g a four person crew with vehicles, equipment and labor to perform street maintenance work for which there is no unit price.
The number of hours listed on the bid sheet demonstrates the current level of service provided for street maintenance services.
Quality Requirements: The four-person crew has completed the assignments as given and has met the requirements specified. All work to be to the satisfaction of the City designated representative.
3. Road Maintenance Supervisor (Units: Individual Person Hours)
Define Units: This is measured by the number of hours taken by a person to supervise completed tasks of the road crews.
This activity encompasses providing a qualified supervisor with vehicle and equipment to be responsible for the general implementation of all services provided by the Contractor. Under the direction of the City designated representative on a regularly scheduled weekly basis, perform a complete city tour to inspect public facilities for deficiencies requiring maintenance and repai r; make recommendations for action; oversee and/or perform remedial activities. Facilities to be inspected include but are not limited to, public streets, parks, curb and gutter, sidewalks, roadway DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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shoulders, catch basin openings and culvert inlets and out lets, traffic signals and road signs. A weekly report of discovered deficiencies shall be provided. Every Friday by noon, a weekly list of proposed activities by the work crews and supervisor shall be submitted for the following week, showing the days for which, each activity is scheduled. Crew size, anticipated man hours and equipment shall be indicated for each activity. Prepare a daily detailed report of work performed by each crew, including list of activities in order of performance, location, detailed description, scope and limits of work, time for each activity. Activity planning for the following day will be included in the report.
Quality Requirements: The road maintenance supervisor has completed daily assignments or has fulfilled requirements for proper reporting to the City. All work to be to the satisfaction of the City designated representative.
4. Engineering Support (Units: Time and Materials Basis)
Define Unit: This is measured in the amount of time required to provide engineering support.
Contractor shall describe how they can provide this service.
This activity provides as needed engineering design, costing, inspection , construction management, bidding, subcontracting or other services in support of Public Works activities as directed by the City.
Quality Requirements : Engineering Support has completed assignments or has fulfilled requirements as requested by City. All work to be to the satisfaction of the City designated representative. Please include a rate sheet for labor costs associated with engineering support positions.
5. Tree Pruning 1” to 12” Diameter (Units: Each)
Define Unit: This is measured by each tree that requires pruning and on an as requested basis.
Tree pruning includes trees along arterial streets that block or encroach on City street lights, traffic signals, private property, and signs. It shall be performed in accordance with specifications and following the International Society of A rboriculture (ISA) standards and shall include all costs of legal disposal per specifications. Trees shall be pruned to provide a fourteen (14) foot clearance for branches overhanging beyond curb line into the paved section of roadways and nine (9) foot clearance for pedestrians over the sidewalks. Contractor shall notify the City with tree pruning information stating date of service, GPS locations, and address if applicable. Pruning shall be done by those experienced and skilled in pruning techniques and u nder the supervision of a certified arborist. Safety and traffic control are the responsibility of the contractor. Contractor shall be responsible for all damages caused by poor procedures. Green waste certification and reports shall be submitted monthly.
6. Tree Pruning 13” to 30” Diameter (Units: Each)
Define Unit: This is measured by each tree that requires pruning and on an as requested basis.
Tree pruning includes trees along arterial streets that block or encroach on City street lights, traffic signals, private property, and signs. It shall be performed in accordance with specifications and following the International Society of Arboriculture (ISA) standards and shall include all costs of legal disposal per specifications. Trees shall be pruned to provide a fourteen (14) foot clearance for branches overhanging beyond curb line into the paved section of roadways and nine (9) foot clearance for pedestrians over the sidewalks. Contractor shall notify the City with tree pruning DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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information stating date of service, GPS locations, and address if applicable. Pruning shall be done by those experienced and skilled in pruning techniques and under the supervision of a certified arborist. Safety and traffic control are the responsibility of the contractor. Contractor shall be responsible for all damages caused by poor procedures. Green waste certification and reports shall be submitted monthly.
7. Tree Pruning 31” and Above Diameter (Units: Each)
Define Unit: This is measured by each tree that requires pruning and on an as requested basis.
Tree pruning includes trees along arterial streets that block or encroach on City street lights, traffic signals, private property, and signs. It shall be performed in accordance with specifications and following the International Society of Arboriculture (ISA) standards and shall include all costs of legal disposal per specifications. Trees shall be pruned to provide a fourteen (14) foot clearance for branches overhanging beyond curb line into the paved section of roadways and nine (9) foot clearance for pedestrians over the sidewalks. Contractor shall notify the City with tree pruning information stating date of service, GPS locations, and address if applicable. Pruning shall be done by those experienced and skilled in pruning techniques and under the supervision of a certified arborist. Safety and traffic control are the responsibility of the contractor. Contractor shall be responsible for all damages caused by poor procedures. Green waste certification and reports shall be submitted monthly.
8. Tree Removal 1” to 12” Diameter (Units: Each)
Define Unit: This is measured by each tree that requires removal and on an as requested basis.
Tree removal shall include complete removal of trees and grinding of stumps to 12 inches below finish grade. All shavings need to be removed and the hole shall be filled back to the surrounding grade with clean soil and compacted. The tree diameter (DBH) will be measured at breast height.
Restoration of work area shall include removal of wood chips, shavings, irrigation repairs, drainage repairs, backfill of finish grade with topsoil, reseeding and seed cover. Contractor shall notify the City with tree removals information stating date of service, GPS locations, and address if applicable. Contractor shall be responsible for all damages caused by poor procedures. Green waste certification and reports shall be submitted monthly.
9. Tree Removal 13” to 30” Diameter (Units: Each)
Define Unit: This is measured by each tree that requires removal and on an as requested basis.
Tree removal shall include complete removal of trees and grinding of stumps to 12 inches below finish grade. All shavings need to be removed and the hole shall be filled back to the surrounding grade with clean soil and compacted. The tree diameter (DBH) will be measured at breast height.
Restoration of work area shall include removal of wood chips , shavings, irrigation repairs, drainage repairs, backfill of finish grade with topsoil, reseeding and seed cover. Contractor shall notify the City with tree removals information stating date of service, GPS locations, and address if applicable. Contractor shall be responsible for all damages caused by poor procedures. Green waste certification and reports shall be submitted monthly.
10. Tree Removal 31” and Above Diameter (Units: Each) DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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Define Unit: This is measured by each tree that requires removal and on an as requested basis.
Tree removal shall include complete removal of trees and grinding of stumps to 12 inches below finish grade. All shavings need to be removed and the hole shall be filled back to the surrounding grade with clean soil and compacted. The tree diameter (DBH) will be measured at breast height.
Restoration of work area shall include removal of wood chips, shavings, irrigation repairs, drainage repairs, backfill of finish grade with topsoil, reseeding and seed cover. Contractor shall notify the City with tree removals information stating date of service, GPS locations, and address if applicable. Contractor shall be responsible for all damages caused by poor procedures. Green waste certification and reports shall be submitted monthly.
11. Spray pre-emergent herbicide (RD Shldr) (Units: Square Feet)
Define Unit: This is measured by square foot and is performed once per year.
Work under this section shall include non-glyphosate herbicide spraying, areas along the public right-of-way strips and other city owned properties per manufacture’s recommendations. Spraying shall be performed in accordance with established Herbicide Application Recommendations. All chemical applications shall be performed by a license pesticide applicator and all pesticid e regulations and reporting in accordance with the State of California Agriculture Department shall be follow. Copies of Restrictive Materials permits, spraying recommendations, chemical labels and MSDS sheets shall be provided to the City in digital forma t and hard copies. All chemical usage report shall be submitted to the City at least monthly.
12. Spray pre/post-emergent herbicide (Curb & Gutter) (Units: Linear Feet) Define Unit: This is measured by linear feet and performed citywide twice a year in full following a monthly arterial treatment schedule.
Work under this section shall include non-glyphosate herbicide spraying along arterial curb and gutter areas of the public right-of-way strips, center medians, and other city owned properties per manufacture’s recommendations. Spraying shall be performed in accordance with established Herbicide Application Recommendations. All chemical applications shall be performed by a license pesticide applicator and all pesticide regulations and reporting in acc ordance with the State of California Agriculture Department shall be follow. Copies of Restrictive Materials permits, spraying recommendations, chemical labels and MSDS sheets shall be provided to the City in digital format and hard copies. All chemical us age report shall be submitted to the City at least monthly.
13. Remove and Replace 4” AC (Units: Square Feet)
Define Unit: This is measured by the amount asphalt concrete in square feet that is used to repair streets. This will be performed on an as requested basis.
This activity encompasses the saw cutting, removal of AC and subgrade to provide for up to a full 4-inch section, compaction of disturbed subgrade, grinding, tack coating of the vertical edge surfaces with 2 coats of SS-1h spray applied at a uniform rate of 0.1 gallons per square yard each coat (first coat to be allowed to stiffen before second coat), placement of 2-inches of PG 64-10 Type 3 B3 AC for base and a 2-inch final lift of PG 64-10 Type 3 C3 AC, and compaction DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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of each individual lift with a vibratory 3 foot wide minimum roller. Minimum repair width will be 6 feet by 6 feet.
14. Remove and Replace 6” AC (Units: Square Feet)
Define Unit: This is measured by the amount asphalt concrete in square feet that is used to repair streets. This will be performed on an as requested basis.
Work under this subsection shall include saw cutting, removal of AC and subgrade to provide for up to a full 6-inch section, compaction of disturbed subgrade, grinding, tack coating of the vertical edge surfaces with 2 coats of SS-1h spray applied at a uniform rate of 0.1 gallons per square yard each coat (first coat to be allowed to stiffen before second coat), placement of PG 64 -10 Type 3 B3 AC for base up to 4-inches and a 2 inch final lift of PG 64-10 Type 3 C3 AC, and compaction of each individual lift with a vibratory 3 foot wide minimum roller . Minimum repair width will be 6 feet by 6 feet.
15. Remove and Replace 8” AC (Units: Square Feet)
Define Unit: This is measured by the amount asphalt concrete in square feet that is used to repair streets. This will be performed on an as requested basis.
Work under this subsection shall include saw cutting, removal of AC and subgrade to provide for up to a full 8-inch section, compaction of disturbed subgrade, grinding, tack coating of the vertical edge surfaces with 2 coats of SS-1h spray applied at a uniform rate of 0.1 gallons per square yard each coat (first coat to be allowed to stiffen before second coat), placement of PG 64 -10 Type 3 B3 AC for base up to 6-inches in two lifts and a 2 inch final lift of PG 64 -10 Type 3 C3 AC, and compaction of each individual lift with a vibratory 3 foot wide minimum roller. Minimum repair width will be 6 feet by 6 feet.
16. Remove and Replace 10” AC (Units: Square Feet)
Define Unit: This is measured by the amount asphalt concrete in square feet that is used to repair streets. This will be performed on an as requested basis.
Work under this subsection shall include saw cutting, removal of AC and subgrade to provide for up to a full 1 0-inch section, compaction of disturbed subgrade, grinding, tack coating of the vertical edge surfaces with 2 coats of SS -1h spray applied at a uniform rate of 0.1 gallons per square yard each coat (first coat to be allowed to stiffe n before second coat), placement of PG 64-10 Type 3 B3 AC for base and a final 2 inch final coat of PG 64-10 Type 3 C3, up to 10-inchs AC in three lifts, and compaction with a vibratory 3 foot wide minimum roller. Minimum repair width will be 6 feet by 6 feet.
17. Remove and Replace 12” AC (Units: Square Feet)
Define Unit: This is measured by the amount asphalt concrete in square feet that is used to repair streets. This will be performed on an as requested basis.
Work under this subsection shall include saw cutting, removal of AC and subgrade to provide for up to a full 12 -inch section, compaction of disturbed subgrade, grinding, tack coating of the vertical edge surfaces with 2 coats of SS -1h spray applied at a uniform rate of 0.1 gallons per square yard each coat (first coat to be allowed to stiffen before second coat), placement of PG 64-10 Type 3 B3 AC for base up to 10 -inches in 3 lifts and a 2 inch final lift of PG 64 -10 Type 3 DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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C3 AC, and compaction of each individual lift with a vibratory 3 foot wide minimum roller. Minimum repair width will be 6 feet by 6 feet.
18. AC Berm – Type D2 6” (Units: Linear Feet)
Define Unit: This is measured by the amount asphalt concrete in linear feet that is used to repair berms. This will be performed on an as requested basis.
Work under this subsection shall include saw cutting, removal of AC Berm as directed by the Inspector, compacting disturbed subgrade, forming and placement of PG 64-10 Type 3 B3 AC for new berm.
19. AC Berm – Type D2 8” (Units: Linear Feet)
Define Unit: This is measured by the amount asphalt concrete in linear feet that is used to repair streets. This will be performed on an as requested basis.
Work under this subsection shall include saw cutting, removal of AC Berm as directed by the Inspector, compacting disturbed subgrade, forming and placement of PG 64-10 Type 3 B3 AC for new berm.
20. AC Crack Repair Cleaning & Filling (Units: Time and Material)
Define Unit: This is measured by the amount of crack sealant that is used to repair pavement cracks in the roadway. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This is the operation of applying joint filler into pavement cracks to prev ent and protect the pavement from decay. All cracks that are 1/8 inch in width or larger shall be routed, blown clean with a hot air lance and filled with hot asphalt -rubber sealant material. Wide cracks should be filled with patch material. Prior to the a pplication of hot asphalt -rubber sealant, joints and cracks shall be routed and cleaned to remove dust, dirt, moisture, and foreign material or old sealant. Cracks shall be sealed from the bottom up. Sealant material shall be applied so it is flush with th e surface. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishing proper traffic control, router all cracks greater than 1/8”, clean crack using compressed air, apply crack seal so there is a smooth finish, restore any affected pavement legends or striping, and then clean the work site. Pavement filling shall be guaranteed to perform satisf actorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the pavement filling and refill any depressed filled cracks to the City’s satisfaction.
Quality Requirements: At the end of the work session, a l evel surface will be achieved, cracks shall be filled to prevent moisture from the sub base, the work site cleaned, debris removed, cracks repaired pursuant to proper standards and specifications and traffic control restored. All work to be to the satisfaction of the City designated representative.
21. Cold Patch of AC Pavement – Temporary (Units: Square Feet)
Define Unit: This is measured by the amount of Asphalt Concrete potholes patched in square feet, regardless of depth. The surface area will be measured by square feet. The payment shall be for DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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the square feet of pavement patched, regardless of the final depth. This will be performed on an as needed basis.
This activity encompasses hand patching of potholes, small depressions, and edge breaks in roadway surfaces to provide a smooth driving surface. This activity is performed in order to temporarily prevent further deterioration of the pavement. This will include, but is not limited to, various subtasks for proper planning and performing the work inclu ding clearing and grubbing, drying the area to be patched, patching depressions or minor cracking and cleaning the site.
Temporary cold patch shall be guaranteed to perform satisfactorily for up to six (6) months. During the guarantee period, the Firm shal l bear all costs to maintain the temporary cold patch to the City’s satisfaction.
Quality Requirements: At the end of the work session, proper compaction will be attained, with the temp AC a minimum of 1/8 inch and a maximum of 1/4 inch above existing AC , and all the loose debris removed from the work area. The patch area shall have a service life for a minimum of six months, or the deficient area must be repaired at no cost to the City. All work to be to the satisfaction of the City designated representative. Pothole location, before/after pictures, and final measurements will be uploaded into the City’s GIS inventory software by contractor.
22. Patch of AC Pavement – Permanent (Units: Square Feet)
Define Unit: This is measured by the amount of potholes patched in square feet. The surface area will be measured by square feet. The payment shall be for the square feet of pavement patched, regardless of the depth. This will be performed on an as requested basis.
This activity encompasses minor permanent patching of potholes, depressions, and edge breaks in roadway surfaces using Flomix, Aquaphalt, or other City approved hot mix asphalt concrete to provide a smooth driving surface per manufacturer’s recommendations . This includes clearing and grubbing, sawcutting, excavation, hand patching and minor skin patching of potholes, small depressions, and edge breaks in roadway surfaces to provide a smooth driving surface. This is performed to prevent further deterioration of pavement. This will include, but is not limited to, various subtasks for proper planning and performing the work including patching depressions or deteriorated pavement. Permanent pothole patching shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the permanent pothole patching to the City’s satisfaction.
Quality Requirement: At the end of the work session, proper compaction will be attained, all the loose debris removed from the work area , and the permanent patch installed to a sawcut joint.
The patch area shall have a service life for a minimum of 12 months and any deficient area must be repaired at no cost to the City by the Firm. All work to be to the satisfaction of the City designated representative. Pothole location, before/after pictures, and final measurements will be uploaded into the City’s GIS inventory software.
23. AC Cold Plane/Milling up to 2” (Units: Square Feet)
Define Unit: This is measured by the amount of asphalt concrete area in sq uare feet that is cold planed in preparation of an Asphalt Concrete Hot Mix Overlay. The surface area will be measured in square feet. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibil ity to meet the quality requirement. This item shall consist of traffic control, clearing and grubbing, cold planing/milling of up to 2” of existing asphalt concrete surfacing, removal of debris, traffic control, street sweeping DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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and the temporary replacement of removed striping by repainting of replacement striping. Limits of the pavement removal will be marked by the City designated representative. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control, performing cold planing/milling of the designated pavement area, removal of the existing asphalt concrete, cleaning the site by street sweeping and temporary repainting of existing pavement markings and striping (tabs not accepted) and clean the work site.
Asphalt concrete shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the asphalt concrete to the City’s satisfaction.
Quality Requirement: At the end of each work session, the cold planed asphalt concrete shall be removed and be ready to accept an asphalt concrete hot mix overlay pursuant to the specifications above, a level surface will be achieved, the work site cleaned, all debris removed, and traffic control restored. All work to be to the satisfaction of the City designated representative.
24. AC Hot Mix 2” Overlay (Units: Tons)
Define Unit: This is measured by the amount of asphalt concrete area in net tons that is to be placed. The tonnage will be measured by certified weigh tickets. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This item shall consist of cleaning of the limits of the area to receive the AC overlay, clearing and grubbing, routing, cleaning and sealing all cracks, placement of the Asphalt Concrete Hot Mix overlay, compacting the overlay to 95% relative compaction, providing traffic control and repainting all markings, legends and striping, installing raised pavement markers and cleaning the site. Limits of the pavement overlay will be marked by the City designated representative.
The pavement edge joins and match lines shall be neatly and cleanly made. A tack coat of grade SS-1h emulsified asphalt shall be applied to all surfaces prior to placement of new AC, with the exception that tack coat is not required to be applied to aggregate base surfaces. The Firm shall submit, upon request, the Asphalt Concrete Mix Design in accordance with City Standard for PG 64-10 Type 3 C3 AC as required to construct the 2” final lift. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited, to various subtasks for proper planning and performing the work including contacting Underground Service Alert ( USA), establishment of proper traffic control, performing saw cutting of the designated pavement area (if any), placement of the asphalt concrete overlay by a fully operational self -propelled paving machine, compact the overlay to 95% relative compaction, restore existing pavement markings with roadway striping, clean the work site and remove USA markings. The cost to restore final striping and painting of legends and markings shall be paid under that specific work activity. Asphalt concrete overlay shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain or restore the asphalt concrete to the City’s satisfaction.
Quality Requirement: At the end of each work session, AC overlay shall be placed pursuant to the specifications above, a level surface will be achieved with no more than a 1/8” variation in ten linear feet as solely determined by the City designated representative , the work site cleaned, debris removed, and traffic control restored. All work to be to the satisfaction of the City designated representative.
25. Pave A.C. Slot in 3 Working Days 4” (Units: Square Feet)
DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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Define Unit: This is measured by the amount asphalt concrete in square feet that is used to repair streets. This will be performed on an as requested basis.
This activity encompasses the saw cutting and removal and replacement of existing 4-inch AC pavement and subgrade as necessary to provide for the installation of concret e. AC installation shall be in accordance with AC remove and replace bid item. Work shall be performed to the extent that the area of work is returned to a safe condition for the public with public access reestablished as much as reasonably possible. Final repair shall include 2-inch grinding of repair area plus the existing adjoining AC, 2 feet beyond the saw cut and a 2 -inch final lift of PG 64-10 Type 3 C3 AC.
26. Pave A.C. Slot in 3 Working Days 6” (Units: Square Feet)
Define Unit: This is measured by the amount asphalt concrete in square feet that is used to repair streets. This will be performed on an as requested basis.
This activity encompasses the saw cutting and removal and replacement of existing 6-inch AC pavement and subgrade as necessary to provide for the inst allation of concrete. AC installation shall be in accordance with AC remove and replace bid item. Work shall be performed to the extent that the area of work is returned to a safe condition for the public with public access reestablished as much as reasonably possible. Final repair shall include 2-inch grinding of repair area plus the existing adjoining AC, 2 feet beyond the saw cut and a 2 -inch final lift of PG 64-10 Type 3 C3 AC.
27. Remove and Replace 4-Inch Sidewalk (Units: Square Feet)
Define Unit: This is measured by the amount of sidewalk area in square feet that is to be removed and replaced. The surface area will be measured in square feet. The sidewalk depth shall be 4” nominal. This will be performed on an as requested basis.
This activity is gene rally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the repair of sidewalks by replacement of damaged or deteriorated sections. This is performed to provide a level transition from slab to slab. This is also done to repair sidewalks that have been raised or lowered and the movement of pedestrians is impaired as determined by the City designated representative . The job and work must follow identified job standards, specifications, and industry requ irements. This will include, but is not limited to, various subtasks for proper planning and performing the work including contacting Underground Service Alert (USA), clearing and grubbing, compaction of disturbed subgrade, root removal, establishment of proper traffic control, provide an alternate pathway for pedestrians, saw cutting the proposed removal section from joint to joint, the removal of the full section of concrete, pouring of new concrete with a 560-C-3250 concrete with Type V cement to meet ADA standards, repairs of any impacted irrigation, cleaning the work area and removing USA markings. If tree roots might interfere or have caused damage to si dewalk and will require restoration work, the City’s Landscape Inspector must be notified . Therefore, tree roots will need to be evaluated as part of the restoration work being performed. An ISA Certified Arborist will need to provide a report as to the advantages, disadvantages of tree root shaving, pruning and/or removal. This report will also need to include the health status and safety of the remaining tre e after the work has been done. If the adjacent tree needs to be removed after all other measures have been exhausted and because most of or all of the supporting roots need to be removed, and the City agrees, then DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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the tree removal pricing shall be used. Sidewalk shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the sidewalk to the City’s satisfaction.
Quality Requirements: At the end of the work session, the sidewalk will be repaired following standards and regulations so that it blends with adjacent sidewalk and curbs, the work site is cleaned, and debris removed. All work to be to the satisfaction of the City designated representative.
28. Remove and Replace 6-Inch Sidewalk (Units: Square Feet)
Define Unit: This is measured by the amount of sidewalk area in square feet that is to be removed and replaced. The surface area will be measured in square feet. The sidewalk depth shall be 6” nominal. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the repair of sidewalks by replacement of damaged or deteriorated sections. This is performed to provide a level transition from slab to slab. This is also done to repair sidewalks that have been raised or lowered and the movement of pedestrians is impaired as determined by the City designated representative . The job and work must follow identified job standards, specifications, and indust ry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including contacting Underground Service Alert (USA), clearing and grubbing, compaction of disturbed subgrade, root removal, establishment of proper traffic control, provide an alternate pathway for pedestrians, saw cutting the proposed removal section from joint to joint, the removal of the full section of concrete, pouring of new concrete with a 560-C-3250 concrete with Type V cement to meet ADA standards, repairs of any impacted irrigation, cleaning the work area and removing USA markings. If tree roots might interfere or have caused damage to si dewalk and will require restoration work the City’s Landscape Inspector must be notified . Therefore, tree roots will need to be evaluated as part of the restoration work being performed. An ISA Certified Arborist will need to provide a report as to the advantages, disadvantages of tree root shaving, pruning and/or removal. This report will also need to include the health status and safety of the remaining tre e after the work has been done. If the adjacent tree needs to be removed after all other measures have been exhausted and because most of or all of the supporting roots need to be removed, and the City agrees, then the tree removal pricing shall be used. Sidewalk shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the sidewalk to the City’s satisfaction.
Quality Requirements: At the end of the work session, the sidewalk will be repaired following standards and regulations so that it blends with adjacent sidewalk and curbs, the work site is cleaned, and debris removed. All work to be to the satisfact ion of the City designated representative.
29. Remove and Replace Curb & Gutter (Units: Linear Feet)
Define Unit: This is measured by the amount of curb and gutter removed and installed in linear feet. The surface length will be measured in linear feet. The height of the curb may variously be 6”, 8”, or the height to match the existing curb height with no change in compensation. This will be performed on an as requested basis.
DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the repair of damaged or deteriorated concrete curb and gutter to ensure proper drainage flow including forms and concrete work. AC Slot Repair will be paid for under bid items 25 and 26 . As directed, re move curb and gutter when sections are damaged, raised or lowered, and water flow is impaired or diverted. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various s ubtasks for proper planning and performing the work including contacting Underground Service Alert (USA), establishment of proper traffic control, saw cutting all join ts, removing the concrete and asphalt concrete, root removal, compaction of disturbed sub grade, setting forms, pouring and finishing the curb and gutter, concrete to be 5 60-C-3250 with Type V cement, repaving the asphalt concrete, flow checking the gutter, cleaning the work site, and removal of USA markings. Tree roots might interfere or have caused damage to curb and gutter and will require restoration work. Therefore, tree roots will need to be evaluated as part of the restoration work being performed. The City’s ISA Certified Arborist/Landscape Inspectors will be available at the request of the contractor to provide a report as to the advantages, disadvantages of tree roots shaving, pruning and/or removal. This report will include the health status and safety of the remaining tree after the work has been done. If the adjacent tree needs to be removed after all other measures have been exhausted and because most of or all of the supporting roots need to be removed, and the City agrees, then the tree removal pricing shall be used. Curb and getter shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the curb and gutter to the City’s satisfaction.
Quality Requirements: At the end of the work session, level surfaces will be achieved, drainage lines properly established, the work site cleaned, debris removed, curbs and gutters installed pursuant to proper standards and specifications and traffic control restored. All work to be to the satisfaction of the City designated representative.
30. Repair Drive Approach (Units: Square Feet)
Define Unit: This is measured by the amount of drive approach area in square feet that is to be removed and replaced. The surface area will be measured in square feet. The thickness of drive approaches shall be 6” or greater to m atch existing. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the removal and replacement of driveways to replace damaged or deteriorated sections. This is performed to provide for lev el transition from the driveway to the street. This includes clearing and grubbing, removal operations including the adjacent curb and gutter and one foot width of asphalt concrete by the length of the curb and placement of the new concrete and AC. This s ervice is provided when a driveway has been damaged, and movement of users is impaired, as determined by the City designated representative. The job and work must follow identified job standards, specifications, and industry requirements. This will include , but is not limited to, various subtasks for proper planning and performing the work including contacting Underground Service Alert, establishment of proper traffic control, performing saw cutting of the designated pavement area, removing the concrete and asphalt concrete, root removal, compaction of disturbed subgrade, placement of designated concrete driveway, placement of adjacent curb and gutter and asphalt concrete, setting forms, pouring and finishing the driveway and curb and gutter, concrete to be 560-C-3250 with Type V cement, re -pavement of the asphalt concrete meeting AC Slot Repair specifications , flow checking the gutter, cleaning the work site and removal of USA markings. Drive approach shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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the Firm shall bear all costs to maintain the drive approach to the City’s satisfaction.
Quality Requirements: At the end of the work session, level surfaces will be achieved, gutter flow checked, the work s ite cleaned, debris removed, drive approach replaced pursuant to proper standards and specifications, and traffic control restored. All work to be to the satisfaction of the City designated representative.
31. Repair Access Ramp (Units: Each)
Define Unit: This is measured by the completion of each access ramp removed and replaced.
This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the removal and replacement of deteriorated ramps as directed by the City designated representative. The repair of access ramps shall meet Americans with Disability Act (ADA) standards and Caltrans Standard Plans and is performed on an as needed basis when requested by the City. This includes clearing and grubbing, the removal of the adjacent curbs and gutters including a one-foot width of asphalt concrete along the length of the curb and adjacent sidewalk as necessary to meet grade and placement of t he new concrete and AC. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including contacting Undergroun d Service Alert, establishment of proper traffic control, performing saw cutting of the designated pavement and concrete areas, removal of concrete and adjacent curb and gutter, removal and replacement of the asphalt concrete and sidewalk, setting forms, pouring and finishing the necessary ramp, placement of a cast -in-place Armor-tile Onyx Black Truncated Dome Panel including pouring adjacent sidewalk as necessary to meet grade, pouring curb and gutter, concrete to be 560-C-3250 with Type V cement, repaving the asphalt concrete, flow checking the gutter, cleaning the work site and removal of USA markings. The access ramp shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the access ramp to the City’s satisfaction.
Quality Requirements: At the end of the work session, a tapered ramp is achieved, adjacent sidewalks are level, the gutter is flow checked, the work site is cleaned, removing all debris, and the access ramp is replaced pursuant to proper standards and specifications. All work to be to the satisfaction of the City designated representative.
32. Sidewalk Inspection Program (Units: Crew Hours)
Define Unit: This is measured by the number of hours needed for sidewalk repair inspections including all labor, equipment, and materials to perform the work as defined.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the necessary one-man crew, vehicle, and equipment necessary to inspect and report displacements on City sidewalks to minimize the possibility of injury to pedestrians. The activity is intended to prevent trip and fall incidents due to the deterioration of aging sidewalks, expansion of roots, and ground settlements. Data collection for this activity will follow the City’s Sidewalk Inspection and Maintenance Procedure No. 29. See Appendix F.
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High traffic/arterial work is to be completed on an annual basis and encompasses approximately 78 miles of high traffic sidewalks. Low traffic/residential work is to be completed every 3 years and encompasses approximately 210 miles of sidewalk. All sidewalk locations with a displacement of ¾ inch or greater shall be spray painted for identification for future repairs and to identify the potential risk of injury. Paint shall be reapplied every 90 days until temporary or permanent repairs have been made. Photographs will also be taken for each location where the vertical displacement is ½ inch or greater. Data collection will be done in the field using the ESRI ArcGIS Collector application for tablets /smart phones or a third-party software program. If third party software is used, the information will be converted back to ArcGIS shapefil e format for the City’s usage. The Firm will be responsible for providing data that is compatible with the City’s existing XY-Maps GIS-based system.
Quality Requirement: At the end of each work session, sidewalks within inspection area s are inspected, and displacements are identified and photographed to create an inventory of all sidewalk displacements requiring repair.
33. Sidewalk Grinding (Units: Linear Feet)
Define Unit: This is measured by linear feet for the completion of each sidewalk grinding location.
This will be performed on an as requested basis.
This activity encompasses the grinding of concrete sidewalks to provide a smooth surface free of edge displacement. This activity is performed on uneven, displaced sidewalks, as designated by the City designated representative. The Firm may also be issued a directive to perform sidewalk grinding in a designated neighborhood including fully documenting each location of grinding , before and after grinding is performed in the ESRI Ar cGIS Collector application used for the sidewalk inspection program, to the satisfaction of the City designated representative. The job and work must follow identified job standards, specifications, City sidewalk maintenance procedures, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including clearing and grubbing, establishment of proper traffic control, grinding of concrete sidewalk or other concrete areas by mechanical means ranging in width, dust collection, and cleaning the work site. Sidewalk shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the sidewalk to the City’s satisfaction.
Quality Requirements: At the end of the work session, the sidewalk will be repaired following standards and regulations so that it blends with adjacent sidewalk and curbs, the work site is cleaned, and debris removed. All work to be to the satisfac tion of the City designated representative.
34. Sidewalk Ramping (Units: Linear Feet)
Define Unit: T his is measured by linear feet for the completion of the placement of temporary ramping materials across a section of displaced sidewalk panel. This will be performed on an as requested basis.
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This activity is generally described, but it is the Firm's responsibility to meet the quality requirement. This activity encompasses the ramping (asphalt concrete, concrete, epoxy or other acceptable material) of concr ete sidewalks to provide a smooth surface free of edge displacement. This activity is performed on uneven, displaced sidewalks when grinding is not achievable, as designated by the City designated representative. The Firm must fully document each location of ramping, before and after ramping is performed in the ESRI ArcGIS Collector application used for the sidewalk inspection program, to the satisfaction of the City designated representative. The job and work must follow identified job standards, specifications, City sidewalk maintenance procedures, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including clearing and grubbing, establishment of proper traffic control and cleaning the work site. Sidewalk shall be guaranteed to perform satisfactorily for up to twelve (12) months.
Quality Requirements: At the end of the work session, the sidewalk will be repaired following standards and regulations so that it blends with adjacent sidewalk and curbs, the work site is cleaned, and debris removed. All work to be to the satisfaction of the City designated representative.
35. Citywide White Striping (Units: Linear Feet Per Coat)
Define Unit: This is measured by linear feet for painting of all existing traffic lane lines on streets in the city. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to fully evaluate the quantity of work and meet the quality requirement. This activity encompasses painting traffic lines to provide defined travel lanes and proper vehicle guidance. This includes annual school zone restriping during the month of August , once per contract restriping of all existing citywide white painted stripes regardless of type or location, and the placement of new striping as designated by the City designated representative. It is the Firm’s sole responsibility to understand the scope of the work and th e quantity of work to be done. The compensation for linear feet for white paint striping is deemed to include all existing white striping on city streets.
Striping shall occur on an as requested basis on an agreed schedule. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control and painting or repainting of all white lane striping citywide with approved paint materials and approved paint thickness. Repainting of existing painting shall be done in one coat. Painting new striping shall be done with two coats of paint which application shall be separated by seven ca lendar days. Arterial, collector, and residential streets shall be painted during daytime work hours, unless otherwise specified by City designated representative.
The Firm shall submit to the City designated representative certified copies of the manufacturer’s test reports and Material Safety Data Sheet (MSDS) showing conformance with the Greenbook Standard Specifications or Caltrans Standard Specifications, as selected by the City designated representative, and best management practices. Test reports sh all indicate the name of the manufacturer, type of material, date of manufacture, quantity, State Specification number, manufacturer’s lot or batch number, and results of the required tests. Test reports shall be signed by an authorized representative of the manufacturer. White and black traffic line paint shall dry to a “no traffic pickup” condition in 30 seconds. The “no traffic pickup” time shall be determined in accordance with ASTM D711. The paint shall be completely dry in no more than 3 minutes when DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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preheated to the temperature recommended by the manufacturer before application. All white paint shall contain at least 12 percent titanium dioxide. All striping shall be reflectorized. Striping shall be guaranteed to perform satisfactorily for up to twelv e (12) months. During the guarantee period, the Firm shall bear all costs to maintain the striping, including repainting as necessary, to the City’s satisfaction.
Quality Requirements: At the end of each work session, the Firm shall follow standards and specifications, have a manufacturer’s test report specifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work to be to the satisfaction of the City designated representative.
36. Citywide Yellow Striping (Units: Linear Feet Per Coat)
Define Unit: This is measured in linear feet for painting of all existing traffic lane lines on streets in the city. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to fully evaluate the quantity of work and meet the quality requirement. This activity encompasses painting yellow traffic lines to provide defined travel lanes and proper vehicle guidance. This includes annual sch ool zone restriping during the month of August, once per contract restriping of all existing citywide yellow painted stripes regardless of type or location, and the placement of new striping as designated by the City designated representative. It is the Firm’s sole responsibility to understand the scope of the work and the quantity of work to be done. The compensation for linear feet for yellow paint striping is deemed to include all existing striping on every city street.
Striping shall occur on an as re quested basis on an agreed schedule. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control and painting or repainting of all yellow lane striping citywide with approved paint materials and approved paint thickness. Repainting of existing painting shall be done in one coat. Painting new striping shall be done with two coats of paint which application shall be separated by seven calendar days. A three-inch black stripe shall be painted between all double yellow striping. Arterial, collector, and residential streets shall be painted during daytime work hours, unless otherwise specified by City designated representative.
The Firm shall submit to the City designated representative certified copies of the manufacturer’s test reports and Material Safety Data Sheet (MSDS) showing conformance with the Greenbook Standard Specifications or Caltrans Standard Specifications, as selected by the City designated representative, and best management practices. Test reports shall indicate the name of the manufacturer, type of material, date of manufacture, quantity, State Specification number, manufacturer’s lot or batch number, and results of the required tests. Test reports shall be signed by an authorized representative of the manufacturer. Yellow and black traffic line paint shall dry to a “no traffic pickup” condition in 30 seconds. The “no traffic pickup” time shall be determined in accordance with ASTM D711. The paint shall be completely dry in no more than 3 minutes when preheated to the temperature recommended by the manufacturer before application. All striping shall be reflectorized. Striping shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the striping, including repainting as necessary, to the City’s satisfaction.
Quality Requirements: At the end of each work session, the Firm shall follow standards and specifications, have a manufacturer’s test report specifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work to DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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be to the satisfaction of the City designated representative.
37. Stop Bars, Diagonal Markings, and Chevrons (Units: Linear Feet)
Define Unit : This is measured by the amount of stop bars , diagonal markings, and chevrons painted in linear feet for traffic markings. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the preparation, installation, or refurbishing of white and yellow stop bars , diagonal markings, and chevrons on the traveled portion of the highway to provide defined markings for vehicle and pedestrian control. This includes the annual school zone restriping during the month of August, once per contract restriping of existing citywide stop bars, diagonal markings, and chevrons, and as designated by the City designated representative. This activity is for stop bars, diagonal markings, and chevrons only; crosswalks and standard markings are covered under separate activities. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control and painting or repainting all white stop bars, diagonal markings, and chevrons citywide with approved paint materials and approved paint thickness. Repainting shall be done in one coat. New painting of stop bars , diagonal markings, and chevrons shall be done with two coats of paint which application shall be separated by seven calendar days. All paint shall be reflectorized.
The Firm shall submit certified copies of the manufacturer’s test reports and MSDS in accordance with the Greenbook Standard Specifications or Caltrans Standard Specifications, as selected by the City designated representative, and best management practices. Test reports shall indicate the name of the manufacturer, type of material, date of manufacture, quantity, State Specification number, manufacturer’s lot or batch number, and results of the required tests. Test reports shall be signed by an authorized representative of the manufacturer. White, yellow, and black traffic line paint shall dry to a “no traffic p ickup” condition in 30 seconds. The “no traffic pickup” time shall be determined in accordance with ASTM D711. The paint shall be completely dry in not more than 3 minutes when preheated to the temperature recommended by the manufacturer before application. All white paint shall contain at least 12 percent titanium dioxide. Work on Arterial Highways shall be performed during nighttime work hours. Work on collector and residential streets shall be performed during daytime work hours. Stop bars and chevrons s hall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the painted areas, including repainting as necessary, to the City’s satisfaction.
Quality Requirements: At th e end of each work session, the Firm shall follow standards and specifications, have a manufacturer’s test report specifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work t o be to the satisfaction of the City designated representative.
38. Thermoplastic Stop Bars, Diagonal Markings, and Chevrons (Units: Linear Feet)
Define Unit: This is measured by the amount of thermoplastic stop bars, diagonal markings, and chevrons completed in linear feet for traffic markings. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement in accordance with Caltrans Standard Specifications Section 8 4. This activity DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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encompasses the preparation, installation, or refurbishing of white and yellow stop bars, diagonal markings, and chevrons on the traveled portion of the highway to provide defined markings for vehicle and pedestrian control, and as designa ted by the City designated representative . This activity is for stop bars and chevrons only; crosswalks and standard markings are covered under separate activities. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control, installation of primer base coat, and glass bead reflectorizing of crosswalks citywide with app roved materials and approved thickness. Installation on Arterial Highways shall be performed during nighttime work hours. Installation on collector and residential streets shall be performed during daytime work hours. Crosswalk shall be guaranteed to perfo rm satisfactorily for up to twelve (12) months.
During the guarantee period, the Firm shall bear all costs to maintain the crosswalk, including repair as necessary, to the City’s satisfaction.
Quality Requirements: At the end of each work session, the Fir m shall follow standards and specifications, have a manufacturer’s test report specifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work to be to the satisfaction of the City designated representative.
39. White Crosswalks (Units: Linear Feet)
Define Unit: This is measured by the amount of white crosswalk length in linear feet for traffic markings. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses painting or refurbishing crosswalks on the traveled portion of the highway to provide defined markings for vehicle and pede strian control. This includes the once per contract repainting of existing citywide crosswalks and as designated by the City designated representative . The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control and painting or repainting all white crosswalks citywide on an as requested basis with approved paint materials and approved paint thickness. All painting shall be reflectorized. Repainting shall be done in one coat. New painting of crosswalks shall be done with two coats of paint and application shall be separated by seven calendar days.
The Firm shall submit certified copies of the manufacturer’s test reports and MSDS in accordance with the Greenbook Standard Specifications or Caltrans Standard Specifications, as selected by the City designated representative, and best management practices. Test reports shall indicate the name of the manufacturer, type of material, date of manufacture, quantity, State Specification number, manufacturer’s lot or batch number, and results of the required tests. Test reports shall be signed by an authorized representative of the manufacturer. White, yellow, and black traffic line paint shall dry to a “no traffic pickup” condition in 30 seconds. The “no traffic pickup” time shall be determined in accordance with ASTM D711. The paint shall be completely dry in not more than 3 minute s when preheated to the temperature recommended by the manufacturer before application. All white paint shall contain at least 12 percent titanium dioxide. Work on Arterial Highways shall be performed during nighttime work hours. Work on collector and residential streets shall be performed during daytime work hours. Crosswalk shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the crosswalk, including repainting a s necessary, to the City’s satisfaction.
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Quality Requirements: At the end of each work session, the Firm shall follow standards and specifications, have a manufacturer’s test report specifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work to be to the satisfaction of the City designated representative.
40. Yellow Crosswalks (Units: Linear Feet)
Define Unit: This is measured by the amount of yellow school crosswalk length in linear feet for traffic markings. This will be performed on an annual basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses painting yellow crosswalks on the traveled portions of the highway to provide defined markings for vehicle and pedestrian control. This includes the annual repainting of existing citywide school crosswalks during the month of August, and as designated by the City designated representative . The job a nd work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control and painting or repainting all yellow school crosswalks citywide with approved paint materials and approved paint thickness. Repainting shall be done in one coat. New painting of yellow crosswalks shall be done with two coats of paint which application shall be separated by seven calendar days.
All painting shall be reflectorized.
The Firm shall submit certified copies of the manufacturer’s test reports and MSDS in accordance with the Greenbook Standard Specifications or Caltrans Standard Specifications, as selected by the City designated representative, and best management practices. Test reports shall indicate the name of the manufacturer, type of material, date of manufacture, quantity, State Specification number, manufacturer’s lot or batch number, and results of the required tests. Test reports shall be signed by an authorized representative of the manufacturer. White, yellow, and black traffic line paint shall dry to a “no traffic pickup” condition in 30 seconds. The “no traffic pickup” time shall be determined in accordance with ASTM D711. The paint shall be completely dry in not more than 3 minutes when preheated to the temperature recommended by the manufacturer before application. Painting on Arterial Highways shall be performed during nighttime work hours.
Painting on collector and residential streets shall be performed during daytime work hours.
Crosswalk shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the crosswalk, including repainting as necessary, to the City’s satisfaction.
Quality Requirements: At the end of each work session, the Firm shall follow standards and specifications, have a manufacturer’s test report specifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work to be to the satisfaction of the City designated representative.
41. Thermoplastic Crosswalks (Units: Linear Feet)
Define Unit: This is measured by the amount of crosswalk length completed in linear feet for traffic markings. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement in accordance with Caltrans Standard Specifications Section 84. This activity encompasses the preparation, installation, or refurbishing of white and yellow crosswalks on the traveled portion of the highway to provide defined markings for vehicle and pedestrian control , and as designated by the City designated representative. The job and work must follow identified DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establish ment of proper traffic control, installation of primer base coat, and glass bead reflectorizing of crosswalks citywide with approved materials and approved thickness. Installation on Arterial Highways shall be performed during nighttime work hours. Install ation on collector and residential streets shall be performed during daytime work hours. Crosswalk shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the crosswalk, including repair as necessary, to the City’s satisfaction.
Quality Requirements: At the end of each work session, the Firm shall follow standards and specifications, have a manufacturer’s test report specifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work to be to the satisfaction of the City designated representative.
42. Ladder Crosswalks (Units: Linear Feet)
Define Unit: This is measured by the amount of 12” solid paint by the linear feet of 12” solid paint included in a ladder crosswalk.
This activity encompasses the preparation, painting or refurbishing of white and yellow crosswalks on the traveled portion of the road way to provide defined marking s for vehicle and pedestrian control. This includes the annual school zone restriping during the month of August , once per contract repainting of existing citywide crosswalks , and as designated by the City designated representative. Markings are to comply with CalTrans standards and specifications.
The Firm shall submit certified copies of the manufacturer’s test reports and MSDS in accordance with the Greenbook Standard Specifications or Caltrans Standard Specifications, as selected by the City designated representative, and best management practices. Test reports shall indicate the name of the manufacturer, type of material, date of manufacture, quantity, State Specification number, manufacturer’s lot or batch number, and results of the required tests. Te st reports shall be signed by an authorized representative of the manufacturer. White, yellow, and black traffic line paint shall dry to a “no traffic pickup” condition in 30 seconds. The “no traffic pickup” time shall be determined in accordance with ASTM D711. The paint shall be completely dry in not more than 3 minutes when preheated to the temperature recommended by the manufacturer before application. All white paint shall contain at least 12 percent titanium dioxide. Painting on Arterial Highways shal l be performed during nighttime work hours. Painting on collector and residential streets shall be performed during daytime work hours. Crosswalk shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the crosswalk, including repainting as necessary, to the City’s satisfaction.
Quality Requirements: At the end of each work session, the Firm shall follow standards and specifications, have a manufacturer’s test report specifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work to be to the satisfaction of the City designated representative.
43. Thermoplastic Ladder Crosswalks (Units: Linear Feet)
Define Unit: This is measured by the amount of 12” solid thermoplastic by the linear feet of 12” solid thermoplastic included in a ladder crosswalk.
This activity is generally described, but it is the Firm’s responsibility to meet the quality DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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requirement in accordance with Caltrans Standard Specifications Section 84. This activity encompasses the preparation, installation, or refurbishing of white and yellow crosswalks on the traveled portion of the highway to provide defined markings for vehic le and pedestrian control , and as designated by the City designated representative. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control, installation of primer base coat, and glass bead reflectorizing of crosswalks citywide with approved materials and approved thickness. Installation on Arterial Highways shall b e performed during nighttime work hours. Installation on collector and residential streets shall be performed during daytime work hours. Crosswalk shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the crosswalk, including repair as necessary, to the City’s satisfaction.
Quality Requirements: At the end of each work session, the Firm shall follow standards and specifications, have a manufacturer’s test report specifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work to be to the satisfaction of the City designated representative.
44. Paint Yellow Standard Legends (Units: Each Letter)
Define Unit: This is measured by the completion of each yellow standard legend painted. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses painting yellow traffic markings on the traveled portion of the highway to provide defined markings for vehicle and p edestrian control. This includes the annual school zone restriping during the month of August , once per contract repainting of all yellow standard legends, and as designated by the City designated representative. The job and work must follow identified job standards, specifications, and industry requirements. All painting of legends shall meet the size and shape of existing City legends. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control and painting or repainting all yellow standard legends citywide with approved paint materials and approved paint thickness. Repainting of existing legends shall be in one coat. New painting of yellow standard legends shall be done with two coats of paint which application shall be separated by seven calendar days. All paint shall be reflectorized. A legend is defined as a whole word paid by each letter such as “Slow,” “School,” or “Xing,” regardless of the number of letters painted.
The Firm shall submit certified copies of the manufacturer’s test reports and MSDS in Accordance with the Greenbook Standard Specifications or Caltrans Standard Specifications, as selected by the City designated representative, and best management practices. Test reports shall indicate the name of the manufacturer, type of material, date of manufacture, quantity, State Specification number, manufacturer’s lot or batch number, and results of the required tests. Test reports shall be signed by an authorized representative of the manufacturer. White, yellow, and black traffic line paint shall dry to a “no traffic pickup” condition in 30 seconds. The “no traffic pickup” time shall be determined in accordance with ASTM D711. The paint shall be completely dry in not more than 3 minutes when preheated to the temperature recommended by the manufacturer before application. Painting on Arterial Highways shall be performed during nighttime work hours.
Painting on co llector and residential streets shall be performed during daytime work hours.
Legend shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the legend, including re painting as DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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necessary, to the City’s satisfaction.
Quality Requirements: At the end of each work session, the Firm shall follow standards and specifications, have a manufacturer’s test report specifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work to be to the satisfaction of the City designated representative.
45. Paint White Legends (Units: Each Letter)
Define Unit: This is measured by the completion of each white standard or oversized legend painted. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses painting white traffic legends on the trave led portion of the highway to provide defined legends for vehicle and pedestrian control. This includes the annual school zone restriping during the month of August, once per contract repainting of existing citywide legends, and new legends as designated by the City designated representative. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establi shment of proper traffic control and painting or repainting all white standard legends citywide with approved paint materials and approved paint thickness. All paint shall be reflectorized. Repainting shall be done in one coat. New painting of legends shal l be done with two coats of paint which application shall be separated by seven calendar days. All painting of legends shall meet the size and shape of existing City legends whether or not the legends are standard size or oversized. A legend is defined as a whole word paid by letter such as “25,” “Stop,” “Ahead,” or “Signal,” regardless of the number of letters painted . This activity includes yield triangles.
The Firm shall submit certified copies of the manufacturer’s test reports and the Greenbook Standard Specifications or Caltrans Standard Specifications, as selected by the City designated representative, and best management practices. Test reports shall in dicate the name of the manufacturer, type of material, date of manufacture, quantity, State Specification number, manufacturer’s lot or batch number, and results of the required tests. Test reports shall be signed by an authorized representative of the manufacturer. White and black traffic line paint shall dry to a “no traffic pickup” condition in 30 seconds. The “no traffic pickup” time shall be determined in accordance with ASTM D711. The paint shall be completely dry in not more than 3 minutes when preheated to the temperature recommended by the manufacturer before application. All white paint shall contain at least 12 percent titanium dioxide. Painting on Arterial Highways shall be performed during nighttime work hours. Painting on collector and residen tial streets shall be performed during daytime work hours. Legend shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the legend, including repainting as necessary, to the City’s satisfaction.
Quality Requirements: At the end of each work session the Firm should follow standards and specifications, have a manufacturer’s test report specifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work to be to the satisfaction of the City designated representative.
46. Paint White Arrow/Bike Lane Legends (Units: Each)
Define Unit: This is measured by the completion of each white standard or oversized arrow legend DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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or bike lane legend set painted. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the q uality requirement. This activity encompasses painting white traffic legends on the traveled portion of the highway to provide defined legends for vehicle and pedestrian control. This includes the annual school zone restriping during the month of August, once per contract repainting of existing citywide legends and new legends as designated by the City designated representative. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not li mited to, various subtasks for proper planning and performing the work including establishment of proper traffic control and painting or repainting all white standard legends citywide with approved paint materials and approved paint thickness. All paint sh all be reflectorized. Repainting shall be done in one coat. New painting of legends shall be done with two coats of paint which application shall be separated by seven calendar days. All painting of legends shall meet the size and shape of existing City legends whether or not the legends are standard size or oversized. Arrow and bike lane legends include all types and sizes of painted arrows and bike lane legend sets.
The Firm shall submit certified copies of the manufacturer’s test reports and the Greenbook Standard Specifications or Caltrans Standard Specifications, as selected by the City designated representative, and best management practices. Test reports shall in dicate the name of the manufacturer, type of material, date of manufacture, quantity, State Specification number, manufacturer’s lot or batch number, and results of the required tests. Test reports shall be signed by an authorized representative of the manufacturer. White and black traffic line paint shall dry to a “no traffic pickup” condition in 30 seconds. The “no traffic pickup” time shall be determined in accordance with ASTM D711. The paint shall be completely dry in not more than 3 minutes when preheated to the temperature recommended by the manufacturer before application. All white paint shall contain at least 12 percent titanium dioxide. Painting on Arterial Highways shall be performed during nighttime work hours. Painting on collector and residen tial streets shall be performed during daytime work hours. Legend shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the legend, including repainting as necessary, to the City’s satisfaction.
Quality Requirements: At the end of each work session the Firm should follow standards and specifications, have a manufacturer’s test report specifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work to be to the satisfaction of the City designated representative.
47. Install Thermoplastic Legend (Units: Each Letter)
Define Unit: This is measured by the completion of each standard or oversized thermoplastic legend. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement in accordance with Caltrans Standard Specifications Section 84 . This activity encompasses the preparation, installation, or refurbishing of white and yellow traffic legends on the traveled portion of the highway to provide defined legends for vehicle and pedestrian control, and as designated by the City designated representative. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control, installation of primer base coat, and glass bead reflectorizing all standard legends citywide with approved materials and approve d thickness. All thermoplastic legends shall meet the size and shape of existing City legends whether or not the legends are standard size or DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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oversized. A legend is defined as a whole word paid by letter such as “25,” “Stop,” “Ahead,” or “Signal,” regardless of the number of letters installed. This activity includes yield triangles.
Installation on Arterial Highways shall be performed during nighttime work hours. Installation on collector and residential streets shall be performed during daytime work hours. Legend shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the legend, including repainting as necessary, to the City’s satisfaction.
Quality Requirements: At the end of each work session the Firm should follow standards and specifications, have a manufacturer’s test report s pecifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work to be to the satisfaction of the City designated representative.
48. Install White Thermoplastic Arrow/ Bike Lane Legend (Units: Each)
Define Unit: This is measured by the completion of each white standard or oversized arrow legend or bike lane legend set installed. This will be performed on an as requested basis.
This activity is generally describe d, but it is the Firm’s responsibility to meet the quality requirement in accordance with Caltrans Standard Specifications Section 84 . This activity encompasses the preparation, installation, or refurbishing of white and yellow traffic legends on the traveled portion of the highway to provide defined legends for vehicle and pedestrian control, and as designated by the City designated representative. The job and work must follow identified job standards, specifications, and industry requirement s. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control, installation of primer base coat, and glass bead reflectorizing all standard legends citywide with approved materials and approve d thickness. All thermoplastic legends shall meet the size and shape of existing City legends whether or not the legends are standard size or oversized. Arrow and bike lane legends include all types and sizes of arrows and bike lane legend sets.
Installation on Arterial Highways shall be performed during nighttime work hours. Installation on collector and residential streets shall be performed during daytime work hours. Legend shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the legend, including repainting as necessary, to the City’s satisfaction.
Quality Requirements: At the end of each work session the Firm should follow standa rds and specifications, have a manufacturer’s test report specifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work to be to the satisfaction of the City designated representative.
49. Interstate 5 Shield Legend Painting (Unit: Each)
Define Unit: This is measured by the completion of each oversized Interstate 5 legend painted.
This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the preparation, installation, or refurbishing of interstate shield legends on the traveled portion of the highway utilizing the City provided custom stencil set DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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to provide defined legends for vehicle and pedestrian control. This includes once per contract repainting of existing citywide legends and new legends as designated by the City designated representative. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control and painting or repainting all interstate shield legends citywide with approved paint materials and approved paint thickness. All paint shall be reflectorized. Repainting shall be done in one coat. New painting of legends shall be done with two coats of paint which application shall be separated by seven calendar days. All painting of legends shall meet the size and shape of existing City legends whether or not the legends are standard size or oversized. A legend is defined as a whole multi-colored Interstate 5 Shield.
The Firm shall submit certified copies of t he manufacturer’s test reports and the Greenbook Standard Specifications or Caltrans Standard Specifications, as selected by the City designated representative, and best management practices. Test reports shall indicate the name of the manufacturer, type o f material, date of manufacture, quantity, State Specification number, manufacturer’s lot or batch number, and results of the required tests. Test reports shall be signed by an authorized representative of the manufacturer. White and black traffic line paint shall dry to a “no traffic pickup” condition in 30 seconds. The “no traffic pickup” time shall be determined in accordance with ASTM D711. The paint shall be completely dry in not more than 3 minutes when preheated to the temperature recommended by the manufacturer before application. All white paint shall contain at least 12 percent titanium dioxide. Painting on Arterial Highways shall be performed during nighttime work hours. Painting on collector and residential streets shall be performed during daytime work hours. legend shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the legend, including repainting as necessary, to the City’s satisfaction.
Quality Requirements: At the end of each work session the Firm should follow standards and specifications, have a manufacturer’s test report specifying compliant materials, create straight and neat paint edges, and have all materials and debris cleaned from the work area. All work to be to the satisfaction of the City designated representative.
50. Striping Layout (Units: Linear Feet Per Coat)
Define Unit: This is measured by the length of new striping and pavement legends in linear feet to be installed. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. The work includes the pre-marking of lane lines following construction activity or for the installation of new striping to provide a guide for striping operations as designated by the City designated representative. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subt asks for proper planning and performing the work including establishment of proper traffic control and placement of striping guide lines (cat-tracking) per plans as provided by the City designated representative.
Quality Requirements: At the end of each w ork session, the Firm shall follow standards and specifications, create straight and neat paint guide lines, and otherwise have the work area ready to receive lane lines and marking painting. All work to be to the satisfaction of the City designated representative.
51. Removal of Markings or Striping: Wet Sandblasting (Units: Square Feet) DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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Define Unit: This is measured by the amount of markings or striping in square feet to be removed by wet sandblasting. The surface area of the paint to be removed will be measured in square feet.
This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompa sses the temporary painting over of traffic markings or lane striping on the traveled portion of the roadway to temporarily remove markings and/or lane striping that are to be moved or eliminated followed by permanent removal by wet sandblasting. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control, applying blac k flat paint for the markings to be removed pursuant to a coordinated schedule for the new installation of markings and striping, and permanent removal by wet sandblasting within 14 calendar days of the temporary painting over of the markings or lane striping. Removal work is to include street sweeping to removal all debris.
Work is to be performed during either daytime or nighttime work hours, as directed by the City designated representative. Marking and striping shall be guaranteed to perform satisfactor ily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the markings and striping to the City’s satisfaction.
Quality Requirements: At the end of each session, markings or striping should be removed so that the public cannot see them to ensure safety, comply with standards and specification, and the work area should be cleaned of all debris. All work to be to the satisfaction of the City designated representative.
52. Removal of Markings or Striping: Micro-grinding (Units: Square Feet)
Define Unit: This is measured by the amount of markings or striping in square feet to be removed by micro-grinding with grinder/scarifier . The surface area of the paint to be removed will be measured in square feet. This will be performed on an as requested basis.
This activity encompasses the removal of painted striping and markings by grinding in accordance with industry standards and AQMD compliance. This work will also include the use of the street sweeper and traffic control.
Quality Requirements: At the end of the work session all areas should be cleaned of debris and maintained pursuant to proper standards and specifications. All wor k to be to the satisfaction of the City designated representative.
53. Pavement Markers (Units: Each Marker)
Define Unit : This is measured by the completion of each RPM replaced in kind. This will be performed on an as requested basis.
This activity is gener ally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the installation and replacement of raised pavement markers on new and existing delineated roadways. The Firm shall install new raised pavement markers after roadway repairs or to replace worn out markers as designated by the City designated representative. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, var ious subtasks for proper planning and performing the work including establishment of proper traffic control and placement DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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of raised pavement markers per task order. Three test specimens may be randomly selected from the sample for each test except as other wise specified and tested for conformance with Greenbook standards and specifications. If any one of the three specimens fails to comply with the requirements of the specifications, the failure shall be a basis for rejection of the entire lot or shipment represented by the sample. RPMs shall be guaranteed to perform satisfactorily for up to five (5) years. During the guarantee period, the Firm shall bear all costs to maintain the RPMs to the City’s satisfaction.
Quality Requirements: At the end of each ses sion, RPMs should be replaced or maintained so that the public can see them with proper reflectivity to ensure safety, conform to standards and specifications, and the work area should be cleaned of all debris. All work to be to the satisfaction of the City designated representative.
54. Curb Paint (Units: Linear Feet)
Define Unit: This is measured by the amount of curb and gutter in linear feet painted per color designated. The top of curb will be measured for surface length in linear feet. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the painting of curbs with various colors to enforce parking regulations on an as reque sted basis and as designated by the City designated representative. The curb surface must be prepared by cleaning or scraping prior to applying paint.
The application of appropriate curb paint shall be done with rollers or airless paint spray equipment as requested by the City. Curbs are painted on an as requested basis based on inventory and new assignments are painted pursuant to work as designated by the City designated representative. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of temporary no parking zones and traffic control, cleaning and scraping the existing painted curb prior to applying new paint, applying two coats of new paint, protecting all adjacent surfaces from paint overspray, and removal of traffic control after the paint has dried. White and y ellow curb paint shall be reflectorized. Curb painted shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the curb paint to the City’s satisfaction.
Quality Requirements: At the end of the work session, the curb will be painted pursuant to the specifications and standards, painted with requested color, the work site is cleaned, and curbs shall be painted pursuant to proper standards and specifications. All work to be to the satisfaction of the City designated representative.
55. Supply Standard Sign Post for Installation (Units: Material Cost+)
Define Unit: This is measured by the “each” cost for sign post/extension supplied. This will be performed on an as requested basis.
This activity encompasses the procurement of standard round, square telespar sign posts w/ base anchors, and post extensions to the City of Lake Forest as determined by the City designated representative.
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56. Sign Post Installation and Replacement (Units: Each)
Define Unit: This is measured by each sign post installed and/or replaced. This will be performed on an as requested basis.
This activity encompasses the installation and replacement of both round street name sign and square telespar sign posts w/ base anchors in concrete or soil. Installation and replacement will include, but is not limited to, various subtasks for proper planning and performing the work including labor, assembly hardware, cutting and repair to the concrete around the post, and the proper disposal and recycling of post materials as determined by the City designated representative. Damaged posts shall be replaced in kind. The job and work must follow identified job standards, specifications, and industry requirements.
57. Supply Standard Traffic Signs for Installation (Units: Material Cost+)
Define Unit: This is measured by each standard sign supplied. This will be performed on an as requested basis.
This activity encompasses the procurement of standard California CA MUTCD traffic signs, street name signs, and guide markers to the City of Lake Forest. Signs supplied for installation shall utilize the highest grade of materials available on the market including aluminum-based signs with a minimum of high -intensity prismatic grade reflective sheeting and shall be guaranteed to perform satisfactorily for up to five (5) years. During the guarantee period, the Firm shall bear all costs to maintain the sign to the City’s satisfaction.
58. Remove and Replace Standard Traffic Sign (Units: Each)
Define Unit: This is measured by each standard sign removed and replaced . This will be performed on an as requested basis.
This activity is generally described, but it is the Firm's responsibility to meet the quality requirement. This activity encompasses the maintenance, repair, replacement, proper disposal and recycling of materials , and installation of California MUTCD sta ndard traffic signs, street name signs, and guide markers as determined by the City designated representative. This activity includes the removal and replacement of damaged signs, the placement of new signs on existing posts (or new posts by separate bid i tem), installation of post extensions, and maintenance of signs and posts. The replacement of damaged stop signs and posts shall be completed within 24 hours of the issued Task Order and all other signs will be installed in accordance with the regular schedule of activities as designated by the City designated representative. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and per forming the work including establishment of proper traffic control, removal of signs and posts, mounting hardware, installation of signs and posts, and performing routine maintenance as directed. Signs replaced/installed shall utilize the highest grade of materials available on the market including aluminum-based signs with a minimum of high -intensity prismatic grade reflective sheeting and shall be guaranteed to perform satisfactorily for up to five (5) years. During the guarantee period, the Firm shall bear all costs to maintain the sign to the City’s satisfaction.
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Quality Requirements: At the end of the work session, proper signage should be posted, the area should be cleaned of debris, and signs shall be maintained pursuant to proper standards and specifications. All work to be to the satisfaction of the City designated representative.
59. Nighttime Sign Reflectivity Survey (Units: Lump sum)
Define Unit: This activity is to be completed on an as requested basis to review the reflectivity of all CA MUTC D signage in the city to establish and monitor a baseline reflectivity standard in compliance with FHWA standards. Nighttime surveys can occur monthly, quarterly or annually, bi-annually or as selected by the City. Payment for this work shall be paid on a prorated basis equivalent to the interval selected.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the nighttime inspection and testing of 100% of the City’s CA MUTCD signage on an as requested basis. The work shall, utilizing standards developed by FHWA or other agency as approved by the City designated representative, test the nighttime reflectivity of all City signage utilized for Traffic Control per the California CA MUTCD. The testing equipment shall be documented to be current and capable of testing to the standards established by FHWA. Any signage not meeting the reflectivity standard shall be fully identified and submitted to the City designated representative for replacement approval. No signage shall be replaced without the City designated representative’s designation.
The Firm may utilize approved FHWA criteria to evaluate reflectivity. (https://safety.fhwa.dot.gov/roadway_dept/night_visib/) They should choose to perform visual nighttime inspections or measure the retroreflectivity using a portable retroreflectometer or obtain approval by the City designated representative as follows:
1. Visual Nighttime Inspection Method: This method assesses the visibility and retroreflectivity of the traffic signs as the inspector approaches the sign. All signs must have retroreflectivity levels at or above the minimum levels. One of three procedures sh all be conducted in addition to visual inspection following CA MUTCD checklists. The three acceptable methods are the Calibration Signs Procedure, Consistent Parameters Procedure, and Comparison Panels Procedure.
2. Measured Retroreflectivity Method: All signs must have retroreflectivity levels at or above the minimum levels. Signs shall be measured using a handheld retroreflectometer following ASTM E1709, Standard Test Method for Measurement of Retroreflective Signs Using a Portable Retroreflectometer. A sign needs to be replaced if the average retroreflectivity value is less than the appropriate minimum level.
Quality Requirements: At the end of the work session, annually, every traffic control sign in the City shall be tested for nighttime reflectivity. All work to be to the satisfaction of the City designated representative.
60. Guardrail Repair (Units: Linear Feet)
Define Unit: This is measured by the amount of guardrail repaired in linear feet. The length will be DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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measured in linear feet. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the temporary repair response, installation and final repair of structurally damaged guard or bridge rail sections and posts to prevent vehicle access.
A repair response is required within 24 hours on structurally damaged guardrails. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including contacting Underground Service Alert (USA), clearing and grubbing, establishment of proper traffic control, removal and replacement of damaged guardrail s ections as designated in accordance with Caltrans Standards, setting forms, pouring and finishing the hardscape, if any, restoring landscaping or irrigation damage, if any, and cleaning the work site. Guardrail shall be guaranteed to perform satisfactorily for up to five (5) years. During the guarantee period, the Firm shall bear all costs to maintain the guardrail to the City’s satisfaction.
Quality Requirements: At the end of each work session, the site should be clean, correct signs and markers replaced on the barricades and guardrails, the overall construction should be strong, and the guardrail shall be repaired pursuant to proper standards and specifications. All work to be to the satisfaction of the City designated representative.
61. City Events Support (Units: Individual Crew Hours)
Define Unit: This item is measured in crew hours for the support of the City’s annual “4 th of July Parade” event.
This activity includes assistance for pre-planning of event, setup, take down and clean up for the City’s Fourth of July Parade. Items include traffic control equipment, setup and removal, supply equipment and placement of crowd control measures, post event clean -up and general labor as directed by City Staff. The event is held either on a weekend and/or holiday and re quires a minimum staff of 8 crew members, 1 supervisor, and materials for 10 hours. See Appendix E for 4th of July road closures and equipment.
Quality Requirements:
At the end of the event all City streets should be free for traffic control measures and any debris.
All work to be to the satisfaction of the City designated representative.
62. Nighttime Streetlight Outage Surveys (Units: Lump Sum)
Define Unit: This activity will review the operational status of the approximately 4,500 street lights and luminaires (formerly known traffic signal safety light) on every public street in the city in both the SCE and City owned service territories. This will be performed o n an as requested basis following the City provided data collection map.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement and foot-candle requirement for public right -of-way. This activity encompass es the nighttime inspection of every street light and luminaires on all public streets in the City of Lake Forest on an as requested basis and reporting any outages to the responsible party. The City maintains a small portion of streetlights, while a majority are serviced by SCE. Data collection will be done in the field using the ESRI ArcGIS Collector application for tablets /smart phones or a third-party software program. If third party software is used, the information will be converted back DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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to ArcGIS shapefile format for the City’s usage. The Firm will be responsible for providing data that is compatible with the City’s existing XY-Maps GIS-based system.
Quality Requirements: At the end of the work session every streetlight and luminaires associated with public streets in the city shall be inspected and outages reported to the responsible party to the satisfaction of the City designated representative.
63. Storm Patrol Response (Units: Time and Materials Basis)
Define Unit: This is measured in the amoun t of time and materials needed for storm patrol and emergency repair including all labor, equipment, and materials to perform the work as defined.
This requires minimum one person to provide patrols and necessary inspections for storm related events during and after normal work hours. A minimum two-person response crew is required to be on call for responding to storm events. A long reach excavator/crane rental is required for debris removal at Canada Grate.
This activity is generally described, but it i s the Firm’s responsibility to meet the quality requirement. This activity encompasses a minimum one person to provide storm patrol inspections and a minimum two responders. Equipment includes the possible need for a long reach excavator/crane, vehicles f or inspector and responders, hand equipment and materials necessary to perform a site visit to any inlet identified as not operational during a storm event and to take actions required to clear the drain for proper drainage flow. This is an emergency service that shall be provided within two -hours of notice and shall continue until the storm event has passed. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various su btasks for proper planning and performing the work including inspecting storm drains, photographing findings, and evaluating and performing maintenance/cleaning of drain inlets that are not operational during a storm event, and debris disposal. This is an on-call emergency activity which may occur during the daytime or nighttime. An hourly rate sheet for equipment and man hours is required to be submitted with proposal demonstrating available equipment for storm and street maintenance activities.
Quality Requirement: At the end of each work session, the drains are cleared of debris to ensure storm water is not backed up causing flooding and drains are photographed to create a document and inventory of all problem drain inlets. All work to be to the satisfaction of the City designated representative.
64. Emergency Repairs (Units: Time and Materials Basis)
Define Unit: This is measured in the amount of time and materials needed for emergency repairs including all labor, equipment, and materials to perform the work as defined.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses all e quipment including vehicles for inspe ctor and responders, hand equipment and materials necessary to perform emergency repairs. This is an emergency service that shall be provided within two-hours of notice. The job and work must follow identified job standards, specifications, and industry requirements. This is an on-call emergency activity which may occur during the daytime or nighttime. An hourly rate sheet for equipment and man hours is required to be submitted with proposal demonstrating available equipment for storm and street maintenance activities.
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Quality Requirement: At the end of each work session, streets should be cleared of debris. All work to be to the satisfaction of the City designated representative.
65. Thermoplastic Drain Stencil (Units: Each Drain)
Define Unit: This is measured by the completion of each thermoplastic drain stencil, and the proper documentation to the City of Lake Forest. See Appendix G for City thermoplastic stencil design. This will be performed on an as requested basis.
This activity is gene rally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the maintenance of storm drain stencils/decals throughout the city to provide public awareness about stormwater. The drainage inlet curb surface shall be prepared by cleaning, scraping, or washing prior to application of stencil. Appropriate curb markers sh all be installed using adhesive in conjunction with the application of the thermoplastic stencil. This activity includes maintaining marking inventory as needed. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper t raffic control and applying drain stencil pursuant to the work request. Stencil shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the stencil to the City’s satisfaction.
Quality Requirements: At the end of each work session, storm drain inlets shall be marked with approved City stencil, stencil should be legible to the public, work area should be clean, and work documented in the ESRI ArcGIS Collector application. All work to be to the satisfaction of the City designated representative.
66. Painted Drain Stencil (Units: Each Drain)
Define Unit: This is measured by the completion of each painted drain stencil, and the proper documentation to the City of Lake Forest. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the maintenance of storm drain stencils/decals throughout the city to provide public awareness about stormwater. The drainage inlet curb surface shall be prepared by cleaning, scraping, or washing prior to application of stencil. Appropriate curb markers shall be installed by painting the stencil. This activity includes maintaining marking inventory as needed. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control and applying drain stencil pursuant to the work request. Stencil shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the sten cil to the City’s satisfaction.
Quality Requirements: At the end of each work session, storm drain inlets shall be marked with approved City stencil, stencil should be legible to the public, work area should be clean, and work documented in the ESRI ArcGIS Collector application. All work to be to the satisfaction of the City designated representative.
67. Clean Drains – Vac Truck (Units: Each Drain)
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Define Unit : This is measured by each drain or catch basin or inlet cleaned with a Vacuum Mounted Truck and related equipment. This will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the cleaning of drains, catch basins, drainage inlets, pipes, down drains and storm drainage lines with a vacuum truck to insure the drainage system is functioning at full capacity. This work task shall not be utilized unless it is demonstrated to the City’s satisfaction that the “Clean/inspect Drains – Manual”” was unable to satisfactorily complete the work. The job and work must follow identified job standards, specifications , and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work incl uding establishment of proper traffic control, wearing proper safety equipment, utilizing confined space entry safety standards, as required, and use of appropriate BMP’s.
Quality Requirements : At the end of each work session, storm drains should be clea ned by removing any debris, work site cleaned, and drains shall be cleaned pursuant to proper standards and specification with full documentation of the quantity of materials removed. All work to be to the satisfaction of the City designated representative.
68. Clean/Inspect Drains – Manual (Units: Each Drain)
Define Unit: This is measured by each drain or catch basin or inlet or Filterra cleaned by manual labor and hand tools. This activity will be performed on an annual basis.
This activity is generally d escribed, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses the annual inspection and manual cleaning of drains, catch basins, inlets, grates, screens, Filterras, inserts, pipes, down drains, and storm drainage lines to insure the drainage system is functioning at full capacity . Drains are manually checked and cleaned pursuant to a drain cleaning inventory and the work is to be completed between July 1st and September 30th of each calendar year. Recurring problem drains are checked and cleaned (as required) after storms. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtas ks for proper planning and performing the work including establishment of proper traffic control, wearing proper safety equipment, utilizing confined space entry safety standards, and use of appropriate BMP’s.
Drains shall be guaranteed to perform satisfac torily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the drain to the City’s satisfaction.
Quality Requirements: At the end of each work session, storm drains should be cleaned removing any debris, wo rk site cleaned, drains shall be cleaned pursuant to proper standards and specifications and the quantities of debris removed shall be fully documented in the ESRI ArcGIS Collector application. All work to be to the satisfaction of the City designated representative.
69. Clean ARS/CPS Drain Units (Units: Each)
Define Unit: This is measured by each drain or catch basin or inlet cleaned by manual labor and hand tools . This activity will be performed on a biannual basis, once between July 1 st and September 30th and once between April 1st and May 31st.
This activity encompasses the cleaning of catch basins with Automatic Retractable Screens (ARS) and Connector Pipe Screens (CPS) biannually prior to and after rain season or when requested by City staff. Drains are manually checked/inspected and cleaned pursuant to a drain cleaning inventory. This item includes the removal, haul away and disposal of all debris in and DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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around the catch basin, ARS, and CPS.
Quality Requirements: At the end of each work session, storm drains should be cleaned removing any debris, work site cleaned, drains shall be cleaned pursuant to proper standards and specifications and the quantities of debris removed shall be fully documented in the ESRI ArcGIS Collector application. All work to be to the satisfaction of the City designated representative.
70. Clean CDS (Units: Each)
Define Unit: This is measured by each CDS cleaned. This activity will be performed on an annual basis.
This activity encompasses the cleaning of Continuous Deflection Separation (CDS) annually prior to rain season or when requested by City staff. This item includes man hours for equipment/vac truck and crew, the removal, haul away, and disposal of all debris.
Quality Requirements: At the end of each work session, storm drains should be cleaned removing any debris, work site cleaned, drains shall be cleaned pursuant to proper standards and specifications and the quantity of debris removed shall be fully documented. All work to be to the satisfaction of the City designated representative.
71. Clean Dissipaters (Units: Each)
Define Unit: This is measured by each dissipater cleaned . This activity will be performed on an annual basis.
This activity encompasses t he removal of trash and debris from storm drain dissipaters prior to the rain season or when requested by City staff. This item includes labor, haul away and disposal of all debris.
Quality Requirements: At the end of each work session, storm drains should be cleaned removing any debris, work site cleaned, drains shall be cleaned pursuant to proper standards and specifications and the quantity of debris removed shall be fully documented. All work to be to the satisfaction of the City designated representative.
72. Raise Storm Drain Manhole to Grade (Units: Each)
Define Unit: This is measured by the completion of each storm drain manhole/access structure raised to grade with grade rings with a grade difference of one inch to twelve inches from existing condition. This activity will be performed on an as requested basis.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses all labor, equipment and materials to excavate existing storm drain manhole/access structures in order to raise the surface of the structure to existing grade from one inch to twelve inches in grade change and the restoration of the site including related concrete and/or asphalt concrete work. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including contacting Underground Service Alert, clearing and grubbing, inspecting the storm drain manhole/access structure to determine the amount of grade adjustment required, excavating the structure, providing grade rings and mortar to adjust the grade as needed, compacting the work site, restoring the existing concrete DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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and asphalt concrete in a neat and clean manner and cleaning the site.
Quality Requirement: At the end of each work session, storm drain manhole/access structures are to be flush with adjacent grade to the satisfaction of the City designated representative.
73. Manual Inspection of Underground Storm Drains (Units: Time and Materials Basis)
Define Unit: This is measured by the amount of storm drains in linear feet maintained or inspected by a crew of a size necessary to safely enter into confined spaces. This is measured in linear feet from the start to the end of the pipeline i nspected. This activity will be performed on a time and materials basis as requested by the City designated representative.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompass es a crawling or walking inspection of underground storm drain facilities of 36” or greater in diameter or dimension for general conditions of facility, structural soundness, construction defects, blockages, illicit connections, and general acceptability for City acceptance and maintenance. Re -inspection is done as required until deficiencies have been repaired. The job and work must follow identified job standards, specifications, and industry and regulatory safety requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including providing workers trained and certified in confined space entry to inspect, traffic control, photographing and report on the condition of storm drain lines, and cleaning work site when inspection is completed.
Quality Requirements : At the end of each work session, storm drain lines are inspected, photographs taken, and a report is presented to the City designated representative on the condition of the storm drain lines. All work to be to the satisfaction of the City designated representative.
74. Electronic/Video Inspection of Underground Storm Drains (Units: Time and Materials)
Define Unit: This is measured by the amount of storm drain in linear feet inspected with video or electronics. This is measured from the start to the finish of the pipeline inspected. This activity will be performed on a requested basis.
This activity is generally d escribed, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses electronic/video inspections of storm drains less than 36” diameter or dimension for general conditions of facility, structural soundness, construction defects, blockages, illicit connections, and general acceptability for maintenance. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper pla nning and performing the work including providing workers trained and certified in confined space entry to inspect, video recording, photographing, and reporting on the condition of storm drain lines, traffic control and cleaning work site when inspection is completed.
Quality Requirements: At the end of each work session, appropriate BMP’s are used to inspect storm drain lines to produce an MP3 video that can be downloaded and stored on the City’s computer. All work to be to the satisfaction of the City designated representative.
75. Removal of Paint or Material Spills (Units: Time and Materials Basis)
Define Unit: This activity includes sandblasting/pressure washing or otherwise removal of paint DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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or material spills and cleaning up the debris . It will be performed on a time and materials basis as requested by the City designated representative.
This activity is generally described, but it is the Firm’s responsibility to meet the quality requirement. This activity encompasses providing wet sandblasting or other removal methods of paint or material spills including all traffic control, street sweeping, and clean-up. The job and work must follow identified job standards, specifications, and industry requirements. This will include, but is not limited to, various subtasks for proper planning and performing the work including establishment of proper traffic control, wearing the proper safety equipment, and the use of appropriate BMPs to remove existing traffic control marking so that they are not visible to the public. This activity includes the removal of any hazardous materials or debris that does not belong in the roadway. Removal shall be guaranteed to perform satisfactorily for up to twelve (12) months. During the guarantee period, the Firm shall bear all costs to maintain the paint or material spills to the City’s satisfaction.
General Requirement: At the end of each work session, existing traffic control markings are removed so that they are not visible to the public, and/or hazardous materials and deb ris are removed from the roadway. All work to be to the satisfaction of the City designated representative.
76. Graffiti Removal & Pressure Washing (Units: Time and Materials Basis)
Define Units: This item is on a request basis. It will be performed on a time and materials basis as requested by the City designated representative.
This activity includes all labor, materials, equipment, vehicles, tools, chemicals, and supplies. At the approval and direction of the City designated representative, chemical cleaning, power washing, steam cleaning, sand blasting, soda blasting, and painting may be required to remove graffiti/stains. All storm drains are to be covered during pressure washing and steam cleaning and effluent properly collected or rerouted into landscaping, without flooding landscaped areas or damaging turf or landscaping.
77. Extra Work (Units: Time and Materials Basis)
Define Units: This includes a variety of work items. It will be performed on a time and materials basis as requested by the City designated representative.
This activity includes repairs, maintenance, installation or construction within the public right of way, park projects, City facility repairs, open space projects, building repairs, purchasing, procurement of materials excluding those items considered for routine maintenance under crew hour activities.
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I. SCHEDULING
The cost of Scheduling is deemed included in Contract Administration and no additional compensation will be allowed, therefore. The Firm shall perform the services as directed by Task Order expeditiously, within the term of these specifications. The Firm represents that it has the professional and technical personnel required to perform the services in conformance with such conditions. All routine work shall be scheduled to occur within 14 calendar days of the issuance of a Task Order. Emergency work shall be scheduled within a two -hour response time. Upon request of the City, the Firm shall provide a detailed schedule of anticipated performance to meet the schedule outlined by the City. The extension of any time period must be approved in writing by the City. In addition, Firm shall accommodate City directed work by Task Order for which the schedule cannot wait for the standard two-week schedule and must be “plugged” into the current work schedule, as solely determined by City.
The Firm shall supply the City with a written two week schedule of all work that is planned on the Thursday prior to the Monday of the start of the two week scheduling period with a repo rt of accomplishment of prior two week schedule. The Firm representative shall meet monthly with City’s representatives updating City on current work and any anticipated issues.
Service levels in the Work Descriptions are the minimum performance standards for the level of work to be completed. The Firm shall attain completion of the works and services at or above the required service levels within the time and schedule or within such extended time.
II. QUALITY ASSURANCE PROGRAM (IF REQUESTED BY CITY)
At the discretion of the City, the Firm selected may be required to retain an independent quality assurance Consultant to develop, provide, and implement a quality assurance program that includes routine and random inspection of street maintenance services and testing of all materials utilized in the work, during and after street maintenance, at intervals that are indicative of the life expectancy of the asset and to the requirements of the City designated representative to determine quality of work, methodologies, and material. The Consultant shall identify the quality of the completed work and the need for remedial work to resolve any quality discrepancies. The Quality Assurance Plan shall be submitted to and approved by City and then implemented on all work conducted by the Firm.
At the discretion of the City, the Consultant shall report results monthly in a standard form demonstrating quality assurance and monitoring. The program shall track all work, the labor, material and equipment utilized, determine the level of service being provided by the Firm, report all testing and inspection results, and provide recommendations for remedial actions. Material testing shall include compaction testing, strength testing, compliance testing and other testing associated with best management practices and reviews of Certificates of Compliance.
The Quality Assurance Program shall be implemented by an independent entity or firm that will provide to the City and Firm the results of the Firm’s work and actions taken on a monthly basis.
This entity shall be totally independent financially and legally from the Firm.
Any required remedial or quality related work that is identified in related inspections will be completed without any cost to the City and verified by the in dependent quality assurance Consultant. The cost of Quality Assurance shall be included in the Lump Sum annual fee for this work and paid for in equal monthly installments.
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EXHIBIT “B”
SCHEDULE OF MAINTENANCE SERVICES
Contractor shall perform the services as indicated and described in Exhibit “A” Scope of Maintenance Services, as directed by the City.
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55136.00200\31919334.1 Exhibit “C”-1-
EXHIBIT “C”
COMPENSATION
Contractor shall be paid the not-to-exceed amount of four million eight hundred fifty thousand five hundred twenty-nine dollars and forty-six cents ($4,850,529.46) based on the schedule and rates below.
In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles-Long Beach-Anaheim.
Item
# Description Frequency Quantity Unit Unit Price Total $ 1 Contract
Administration As needed 1 Lump
Sum
$57,600.00
2A
Public Works
General Labor A –
1 Person Crew
Daily 600 Person-
Hrs. $95.00 $57,000.00
2B
Public Works
General Labor B –
2 Person Crew
Daily 1,370 Person-
Hrs. $215.00 $294,550.00
2C
Public Works
General Labor C –
3 Person Crew
Daily 8 Person-
Hrs $250.00 $2,000.00
2D
Public Works
General Labor D –
4 Person Crew
Daily 8 Person-
Hrs $300.00 $2,400.00
3 Road Maintenance
Supervisor Daily 970 Person/ $87.00 $84,390.00
4 Engineering
Support As needed 0 T&M. N/A $10,000.00
5 Tree Pruning 1” to
12” Diameter
As
Requested 100 EACH $110.25 $11,025.00
6 Tree Pruning 13”
to 30” Diameter
As
Requested 1 EACH $1,050.00 $1,050.00
7 Tree Pruning 31”
and Above
Diameter
As
Requested 1 EACH $1,365.00 $1,365.00
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8 Tree Removal 1”
to 12” Diameter
As
Requested 1 EACH $1,575.00 $1,575.00
9 Tree Removal 13”
to 30” Diameter
As
Requested 1 EACH $2,625.00 $2,625.00
10 Tree Removal 31”
and Above
Diameter
As
Requested 1 EACH $4,200.00 $4,200.00
11 Spray pre-
emergent
herbicide (RD
Shldr)
1x/Year 1000 SF $0.031 $31.00
12 Spray post-
emergent
herbicide (C&G)
2x/Year 589,392 LF $0.031 $36,542.30
13 Remove and
replace 4” AC
As
Requested 300 SF $36.75 $11,025.00
14 Remove and
replace 6” AC
As
Requested 300 SF $52.50 $15,750.00
15 Remove and
replace 8” AC
As
Requested 300 SF $68.25 $20,475.00
16 Remove and
replace 10” AC
As
Requested 250 SF $78.75 $19,687.50
17 Remove and
replace 12” AC
As
Requested 100 SF $89.25 $8,925.00
18 AC Berm – Type
D2 6”
As
Requested 100 LF $63.00 $6,300.00
19 AC Berm – Type
D2 8”
As
Requested 100 LF $64.00 $6,400.00
20 AC Crack Repair
Cleaning & Filling
As
Requested 0 T&M N/A $15,000.00
21 Cold Patch of AC
Pavement -
Temporary
As Needed 1,500 SF $16.80 $25,200.00
22 Patch of AC
Pavement –
Permanent
As
Requested 250 SF $15.75 $3,937.50
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23 AC Cold
Plane/Milling up to
2”
As
Requested 1,000 SF $12.60 $12,600.00
24 AC Hot Mix 2”
Overlay
As
Requested 12 Tons $551.25 $6,615.00
25 Pave A.C. Slot in 3
working days 4”
As
Requested 60 SF $128.21 $7,692.60
26 Pave A.C. Slot in 3
working days 6”
As
Requested 10 SF $136.29 $1,362.90
27 Remove and
replace 4-inch
sidewalk
As
Requested 1,000 SF $31.50 $31,500.00
28 Remove and
replace 6-inch
sidewalk
As
Requested 1,000 SF $52.50 $52,500.00
29 Remove and
replace curb and
gutter
As
Requested 100 LF $105.00 $10,500.00
30 Repair Drive
Approach
As
Requested 1 SF $63.53 $63.53
31 Repair Access
Ramp
As
Requested 1 EACH $10,500.00 $10,500.00
32 Sidewalk
Inspection
Program
As
Requested 148 miles Crew-
Hrs. $85.00 $12,580.00
33 Sidewalk Grinding As
Requested 3500 LF $12.08 $42,280.00
34 Sidewalk Ramping As
Requested 600 LF $20.69 $12,414.00
38 Thermoplastic
Stop Bars,
Diagonal
Markings, and
Chevrons
As
Requested 50 LF $2.73 $136.50
40 Yellow Crosswalks Annually 8600 LF $1.46 $12,556.00 41 Thermoplastic
Crosswalks
As
Requested 100 LF $2.73 $273.00
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42 Ladder
Crosswalks Annually 5,400 LF $1.46 $7,884.00
43 Thermoplastic
Ladder Crosswalk
As
Requested 100 LF $2.73 $273.00
44 Paint Yellow
Standard Legends Annually 550 EACH $15.66 $8,613.00 47 Install
Thermoplastic
Legend
As
Requested 10 EACH $30.92 $309.20
48 Install White
Thermoplastic
Arrow/ Bike Lane
Legends
As
Requested 10 EACH $104.76 $1,047.60
50 Striping Layout As
Requested 1,000 LF $0.21 $210.00
51 Removal of
Markings or
Striping: Wet
Sandblasting
As
Requested 750 SF $5.88 $4,410.00
52 Removal of
Markings or
Striping: Micro-
grinding
As
Requested 750 SF $4.54 $3,405.00
53 Pavement Markers As
Requested 400 EACH $6.93 $2,772.00
54 Curb Paint As
Requested 10,000 LF $1.31 $13,100.00
55 Supply Standard
Sign Post for
Installation
As
Requested
COST
+ N/A $25,000.00
56 Sign Post
Installation and
Replacement
As
Requested 250 Each $157.50 $39,375.00
57 Supply Standard
Traffic Sign for
Installation
As
Requested
COST
+ N/A $25,000.00
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58 Remove and
Replace
Traditional Traffic
Sign
As
Requested 1,000 EACH $73.50 $73,500.00
59 Nighttime Sign
Reflectivity Survey
As
Requested
As
Requested
Lump
Sum $14,175.00 $14,175.00
60 Guardrail Repair As
Requested 100 LF $131.25 $13,125.00
61 City Events
Support Annually 165 Crew
Hours $205.00 $33,825.00
62 Nighttime
Streetlight Outage
Surveys
As
Requested 1 Lump
Sum $9,975.00 $9,975.00
63 Storm Patrol
Response
As
Requested Yearly T&M N/A $50,000.00
64 Emergency
Repairs
As
Requested Yearly T&M N/A $50,000.00
65 Thermoplastic
Drain Stencil
As
Requested 100 EACH $89.25 $8,925.00
66 Painted Drain
Stencil
As
Requested 25 EACH $78.75 $1,968.75
67 Clean drains-Vac
Truck
As
Requested 1 EACH $3,381.84 $3,381.84
68 Clean/Inspect
drains-Manual Annually 1,060 EACH $60.00 $63,600.00
69 Clean ARS/CPS
Drain Units Annually 700 EACH $68.25 $47,775.00
70 Clean CDS Annually 2 EACH $3,386.10 $6,772.20
71 Clean Dissipaters Annually 4 EACH $1,693.07 $6,772.28 72 Raise Storm Drain
Manhole to Grade
As
Requested 1 EACH $5,544.00 $5,544.00
73 Manual Inspection
of Underground
Storm Drains
As
Requested
As
Requested T&M N/A $500.00
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74 Electronic/Video
Inspection of
Underground
Storm Drains
As
Requested Yearly T&M N/A $2,500.00
75 Removal of Paint
or Material Spills
As
Requested Yearly T&M N/A $1,000.00
76 Graffiti Removal &
Pressuring
Washing
As
Requested Yearly T&M N/A $1,000.00
77 Extra Work As
Requested
As
Requested T&M N/A $40,000.00
Total Fee Proposal: $ $1,478,364.70
35 Citywide White Striping Biennially 905,000 LF $0.15
$135,750.00
36 Citywide Yellow Striping Biennially 237,052 LF $0.24 $56,892.48 37 Stop Bars, Diagonal Markings,
and Chevrons Biennially 7,200 LF $1.46 $10,512.00
39 White Crosswalks Biennially 54,275 LF $1.46 $79,241.50 45 Paint White Legends Biennially 4,300 EACH $15.66 $67,338.00 46 Paint White Arrow/ Bike Lane
Legends Biennially 1,600 EACH $36.90 $59,040.00
49 Interstate 5 Shield Legend
Painting Biennially 11 EACH $605.58 $6,661.38
$415,435.36
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55136.00200\31919334.1 Exhibit “D”-1-
EXHIBIT “D”
INSURANCE REQUIREMENTS
1.1 Insurance.
1.1.1 Time for Compliance . Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In additio n, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section.
1.1.2 Types of Insurance Required . As a con dition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Contractor, in partial performance of its obligations under such Agreement, shall procure and ma intain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Contractor agrees to amend, supplement or endorse the policies to do so.
Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, or the exact equivalent, with limits of not less than $ 5,000,000 per occurrence and not less than $ 10,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
Workers’ Compensation: Workers’ Compe nsation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may poten tially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
Contractors Polluti on Liability: Contractors Pollution Liability Insurance covering all of the contractor’s operations to include onsite and offsite coverage for bodily injury (including death and mental anguish), property damage, defense costs and cleanup costs with minimu m limits of $5,000,000 per loss and $10,000,000 total all losses. The policy shall contain no endorsements DocuSign Envelope ID: D480FCFE-A5E2-40C7-8D79-8A85A3A849C2 Item: 7
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55136.00200\31919334.1 Exhibit “D”-2-
or provisions limiting contractual liability or coverage for cross liability of claims or suits by one insured against another.
If coverage is writt en on a claims -made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
1.1.3 Endorsements. Required insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability Contractor’s Pollution Liability:
Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. For all policies of Commercial General Liability insurance, Contractor shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement.
Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Contractor; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement.
Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
Automobile Liability:
Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
Professional Liability (Errors & Omissions):
Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
Workers’ Compensation:
Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
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55136.00200\31919334.1 Exhibit “D”-3-
Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
1.1.4 Primary and Non -Contributing Insurance . All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
1.1.5 Waiver of Subrogation . All required policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor he reby waives its own right of recovery against the City, its officials, officers, employees, agents and volunteers and shall require similar written express waivers and insurance clauses from each of its subcontractors.
1.1.6 Deductibles and Self -Insured Retentions. Any deductible or self -insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
1.1.7 Evidence of Insurance. The Contractor, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that h as not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any s uch policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
1.1.8 Failure to Maintain Coverage. In the event any policy of insurance required under this Contract does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement.
1.1.9 Acceptability of Insurers . Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
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55136.00200\31919334.1 Exhibit “D”-4-
1.1.10 Enforcement of Contract Prov isions (non estoppel) . Contractor acknowledges and agrees that actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposed no additional obligation on the City nor does it waive any rights hereunder.
1.1.11 Requirements Not Limiting . Requirement of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
1.1.12 Insurance for Subcontractors. Contractor shall include all subcontractors engaged in any work for Contractor relating to this Agreement as additional insureds under the Contractor’s policies, or the Contractor shall be responsible for causing subcontractors to purchase t he appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents and volunteers as Additional Insureds to the subcontractor’s policies. All policies of Commercial General Liability insurance provided by Contractor’s subcontractors performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO C G 20 38 04 13 or an endorsement providing equivalent coverage. Contractor shall not allow any subcontractor to commence work until it has received satisfactory evidence of s ubcontractor’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Contractor shall provide satisfactory evidence of compliance with this section upon request of the City.
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Attachment 2
Item: 7
175
STREET MAINTENANCE AND ENGINEERING SUPPORT SERVICES
(2022-107.1)
City of Lake Forest
100 Civic Center Dr.
Lake Forest, CA 92630
Docusign Envelope ID: 241DF1EB-18D1-429F-BB83-D55969832F77 Item: 7
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City of Lake Forest
First Amendment to Professional Services Agreement
Street Maintenance and Engineering Support Services
I. PARTIES AND DATE. ................................ ................................ ..............
II. RECITALS. ................................ ................................ ..............................
III. TERMS................................. ................................ ................................ ..
IV. SIGNATURES. ................................ ................................ ........................
V. EXHIBIT "C" - COMPENSATION ................................ ..............................
Docusign Envelope ID: 241DF1EB-18D1-429F-BB83-D55969832F77 Item: 7
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Title: Street Maintenance and Engineering Support Services 3 1. PARTIES AND DATE.
This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, California 92630 (“City”) and Charles Abbott Associates, a California Corporation (Inc.) , with its principal place of business at 27201 Puerta Real, Suite 200, Mission Viejo, CA 92691 (“Contractor”). City and Contractor are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: 241DF1EB-18D1-429F-BB83-D55969832F77 Item: 7
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Title: Street Maintenance and Engineering Support Services 4 2. RECITALS.
2.1. Agreement
The Parties entered into that certain Agreement for Street Maintenance and Engineering Support Services dated December 22, 2022 (“Agreement”).
2.2. First Amendment
The Parties now desire to amend the Agreement in order to extend the term of the Agreement and increase the total amount of compensation under the Agreement.
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Title: Street Maintenance and Engineering Support Services 5 3. TERMS.
3.1. Term.
Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows:
The term of this Agreement shall be from December 31, 2022 to December 30, 2026, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than one (1) additional one-year terms. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
3.2. Compensation.
Section 3.3.1 of the Agreement is hereby amended in its entirety to read as follows:
Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed SIX MILLION SEVEN HUNDRED FORTY - FOUR
THOUSAND THREE HUNDRED TWENTY-NINE DOLLARS AND FIFTY-TWO CENTS DOLLARS ($6,744,329.52) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3. Remaining Provisions of Agreement.
Except as otherwise specifically set forth in this First Amendment, the remaining provisions of the Agreement shall remain in full force and effect.
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Title: Street Maintenance and Engineering Support Services 6 4. SIGNATURES.
4.1. SIGNATURES.
CITY OF LAKE FOREST Charles Abbott Associates
By: [AUTHORIZED CITY SIGNATURE]
Scott Voigts
Mayor
By: [VENDOR SIGNATURE 1]
Rusty R. Reed
President
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:
By: [CITY CLERK SIGNATURE]
Thy Merritt
City Clerk
By: [VENDOR SIGNATURE 2]
Diann Nolte
Assistant Secretary (Corporation or LLC)
APPROVED AS TO FORM:
By: [CITY ATTORNEY SIGNATURE]
Best Best & Krieger LLP
City Attorney
[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
Docusign Envelope ID: 241DF1EB-18D1-429F-BB83-D55969832F77 Item: 7
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Title: Street Maintenance and Engineering Support Services 7 5. EXHIBIT "C" - COMPENSATION
5.1. EXHIBIT "C" - COMPENSATION
Consultant shall be paid for services in accordance with Section 3.3 of the Agreement and as described above under Exhibit “A” Scope of Services and the not to exceed fee of SIX MILLION SEVEN HUNDRED
FORTY- FOUR THOUSAND THREE HUNDRED TWENTY-NINE DOLLARS AND FIFTY-TWO CENTS ($6,744,329.52). Compensation shall be paid per the following schedule and terms.
Item # Description Frequency Quantity Unit Unit Price Total $ 1 Contract
Administration
As needed 1 Lump Sum $57,600.00
2A
Public Works
General Labor A – 1
Person Crew
Daily
600
Person-
Hrs.
$95.00
$57,000.00
2B
Public Works General
Labor B – 2 Person
Crew
Daily
1,370
Person-
Hrs.
$215.00
$294,550.00
2C
Public Works General
Labor C – 3 Person
Crew
Daily
8 Person-
Hrs
$250.00
$2,000.00
2D
Public Works
General Labor D – 4
Person Crew
Daily
8 Person-
Hrs
$300.00
$2,400.00
3 Road Maintenance
Supervisor
Daily
970
Person/
$87.00
$84,390.00
4 Engineering Support As needed 0 T&M. N/A $10,000.00
5 Tree Pruning 1” to 12”
Diameter
As Requested
100
EACH
$110.25
$11,025.00
6 Tree Pruning 13”
to 30” Diameter
As Requested
1 EACH
$1,050.00
$1,050.00
7 Tree Pruning 31” and
Above Diameter
As Requested
1 EACH
$1,365.00
$1,365.00
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Title: Street Maintenance and Engineering Support Services 8 8
Tree Removal 1”
to 12” Diameter
As Requested
1 EACH
$1,575.00
$1,575.00
9 Tree Removal 13”
to 30” Diameter
As Requested
1 EACH
$2,625.00
$2,625.00
10 Tree Removal 31” and
Above Diameter
As Requested
1 EACH
$4,200.00
$4,200.00
11 Spray pre- emergent
herbicide (RD Shldr)
1x/Year
1000
SF
$0.031
$31.00
12 Spray post- emergent
herbicide (C&G)
2x/Year
589,392
LF
$0.031
$36,542.30
13 Remove and replace
4” AC
As Requested 300 SF $36.75 $11,025.00
14 Remove and replace
6” AC
As Requested
300
SF
$52.50
$15,750.00
15 Remove and replace
8” AC
As Requested
300
SF
$68.25
$20,475.00
16 Remove and replace
10” AC
As Requested
250
SF
$78.75
$19,687.50
17 Remove and replace
12” AC
As Requested
100
SF
$89.25
$8,925.00
18 AC Berm – Type D2 6” As Requested
100
LF
$63.00
$6,300.00
19 AC Berm – Type D2 8” As Requested
100
LF
$64.00
$6,400.00
20 AC Crack Repair
Cleaning & Filling
As Requested
0 T&M
N/A
$15,000.00
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Title: Street Maintenance and Engineering Support Services 9 21
Cold Patch of AC
Pavement - Temporary
As Needed
1,500
SF
$16.80
$25,200.00
22 Patch of AC
Pavement –
Permanent
As Requested
250
SF
$15.75
$3,937.50
23 AC Cold
Plane/Milling up to 2”
As Requested
1,000
SF
$12.60
$12,600.00
24 AC Hot Mix 2” Overlay As Requested
12 Tons
$551.25
$6,615.00
25 Pave A.C. Slot in 3
working days 4”
As Requested 60 SF $128.21 $7,692.60
26 Pave A.C. Slot in 3
working days 6”
As Requested 10 SF $136.29 $1,362.90
27 Remove and replace 4-
inch
sidewalk
As Requested
1,000
SF
$31.50
$31,500.00
28 Remove and replace 6-
inch
sidewalk
As Requested
1,000
SF
$52.50
$52,500.00
29 Remove and replace
curb and gutter
As Requested
100
LF
$105.00
$10,500.00
30 Repair Drive Approach As Requested
1 SF
$63.53
$63.53
31 Repair Access Ramp As Requested
1 EACH
$10,500.00
$10,500.00
32 Sidewalk
Inspection Program
As Requested
148 miles
Crew- Hrs.
$85.00
$12,580.00
33 Sidewalk Grinding As Requested 3500 LF $12.08 $42,280.00 Docusign Envelope ID: 241DF1EB-18D1-429F-BB83-D55969832F77 Item: 7
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Title: Street Maintenance and Engineering Support Services 10 34
Sidewalk Ramping
As Requested
600
LF
$20.69
$12,414.00
38 Thermoplastic Stop
Bars, Diagonal
Markings, and
Chevrons
As Requested
50 LF
$2.73
$136.50
40 Yellow Crosswalks Annually 8600 LF $1.46 $12,556.00
41 Thermoplastic
Crosswalks
As Requested
100
LF
$2.73
$273.00
42 Ladder Crosswalks Annually 5,400 LF $1.46 $7,884.00
43 Thermoplastic Ladder
Crosswalk
As Requested
100
LF
$2.73
$273.00
44 Paint Yellow Standard
Legends
Annually 550 EACH $15.66 $8,613.00
47 Install Thermoplastic
Legend
As Requested
10 EACH
$30.92
$309.20
48 Install White
Thermoplastic Arrow/
Bike Lane Legends
As Requested
10 EACH
$104.76
$1,047.60
50 Striping Layout
As Requested
1,000
LF
$0.21
$210.00
51 Removal of Markings
or Striping: Wet
Sandblasting
As Requested
750
SF
$5.88
$4,410.00
52 Removal of Markings
or Striping: Micro-
grinding
As Requested
750
SF
$4.54
$3,405.00
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Title: Street Maintenance and Engineering Support Services 11 53
Pavement Markers
As Requested
400
EACH
$6.93
$2,772.00
54 Curb Paint
As Requested
10,000
LF
$1.31
$13,100.00
55 Supply Standard
Sign Post for
Installation
As Requested COST
+
N/A
$25,000.00
56 Sign Post
Installation and
Replacement
As Requested
250
Each
$157.50
$39,375.00
57 Supply Standard
Traffic Sign for
Installation
As Requested COST
+
N/A
$25,000.00
58 Remove and Replace
Traditional Traffic Sign
As Requested
1,000
EACH
$73.50
$73,500.00
59 Nighttime Sign
Reflectivity Survey
As Requested As Requested Lump Sum
$14,175.00
$14,175.00
60 Guardrail Repair As Requested 100 LF $131.25 $13,125.00 61 City Events Support Annually 165 Crew
Hours
$205.00 $33,825.00
62 Nighttime Streetlight
Outage Surveys
As Requested
1 Lump Sum
$9,975.00
$9,975.00
63 Storm Patrol Response As Requested
Yearly
T&M
N/A
$50,000.00
64 Emergency Repairs As Requested
Yearly
T&M
N/A
$50,000.00
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Title: Street Maintenance and Engineering Support Services 12 65
Thermoplastic Drain
Stencil
As Requested
100
EACH
$89.25
$8,925.00
66 Painted Drain Stencil As Requested
25 EACH
$78.75
$1,968.75
67 Clean drains-Vac Truck As Requested
1 EACH
$3,381.84
$3,381.84
68 Clean/Inspect drains-
Manual
Annually 1,060 EACH $60.00 $63,600.00
69 Clean ARS/CPS Drain
Units
Annually 700 EACH $68.25 $47,775.00
70 Clean CDS Annually 2 EACH $3,386.10 $6,772.20
71 Clean Dissipaters
Annually
4 EACH
$1,693.07
$6,772.28
72 Raise Storm Drain
Manhole to Grade
As Requested
1 EACH
$5,544.00
$5,544.00
73 Manual Inspection
of Underground Storm
Drains
As Requested As Requested
T&M
N/A
$500.00
74 Electronic/Video
Inspection of
Underground Storm
Drains
As Requested
Yearly
T&M
N/A
$2,500.00
75 Removal of Paint or
Material Spills
As Requested
Yearly
T&M
N/A
$1,000.00
76 Graffiti Removal &
Pressuring
Washing
As Requested
Yearly
T&M
N/A
$1,000.00
77 Extra Work
As Requested As Requested
T&M
N/A
$40,000.00
Docusign Envelope ID: 241DF1EB-18D1-429F-BB83-D55969832F77 Item: 7
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Title: Street Maintenance and Engineering Support Services 13 Total Fee Proposal: $
$1,478,364.70
35 Citywide White Striping Biennially 905,000 LF $0.15
$135,750.00
36 Citywide Yellow Striping Biennially 237,052 LF $0.24 $56,892.48
37 Stop Bars, Diagonal Markings, and
Chevrons
Biennially
7,200
LF
$1.46
$10,512.00
39 White Crosswalks Biennially 54,275 LF $1.46 $79,241.50 45 Paint White Legends Biennially 4,300 EACH $15.66 $67,338.00
46 Paint White Arrow/ Bike Lane
Legends
Biennially
1,600
EACH
$36.90
$59,040.00
49 Interstate 5 Shield Legend Painting Biennially 11 EACH $605.58 $6,661.38
Total Fee Proposal: $
$415,435.36
In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles-Long Beach-Anaheim.
Docusign Envelope ID: 241DF1EB-18D1-429F-BB83-D55969832F77 Item: 7
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 11/4/2025
DEPARTMENT: Information Technology
SUBJECT:
VONAGE CLOUD UPGRADE
RECOMMENDED ACTION(S):
1. Approve the Agreement with Vonage Business, Inc. for the City’s Business Cloud Upgrade Telephone System.
2. Authorize the Mayor to execute, and the City Clerk to attest, the Agreement with Vonage Business, Inc., substantially in the form attached.
EXECUTIVE SUMMARY:
On December 30, 2022, the City executed a contract with Vonage Business, Inc. to provide Voice Over IP telephone service system (“VoIP”) for the City, with an initial not-to-exceed amount of $244,413 (Attachment 1). On May 7, 2024, the City Manager approved the First Amendment to the Agreement in the amount of $7,587, increasing the total not-to-exceed compensation to $252,000 (Attachment 2). On May 2, 2025, the City Manager approved the Second Amendment to the Agreement in the amount of $16,850, increasing the total not- to-exceed compensation to $268,850 (Attachment 3) and, on July 1, 2025, the City Council executed the Third Amendment to the Agreement in the amount of $59,400, increasing the total not-to-exceed compensation to $328,250 (Attachment 4).
As new Vonage products and improved service models have become available, staff is recommending a transition to a cloud-based VoIP solution to reduce costs, increase bandwidth, and improve overall operational efficiency. The proposed services transition would avoid the cost and major operational disruptions that would occur during a full phone system replacement through a request for proposal process (“RFP”). Therefore, staff recommend the City Council find that it is in the best interest of the City to move forward with the proposed services transition with the current vendor without conducting an RFP process.
Staff recommends approving a new three-year agreement to transition to the Vonage Cloud System (“SmartWAN+”), a modern, cloud-based platform that Item: 8
189
would upgrade the City’s telephone and internet services for the Civic Center, Sports Park, and the Etnies Skate Park (Attachment 5). The total compensation under this new agreement is a not-to-exceed amount of $315,252 over 36 months, representing a monthly cost savings of $3,893 when compared to cost under the current agreements for telephone and internet services. Over the 36 months under the proposed agreement, cost savings would total $140,148 for both telephone and internet services.
BACKGROUND:
On December 30, 2022, the City executed a contract with Vonage Business, Inc. to provide VoIP for the City, with an initial not-to-exceed amount of $244,413 (Attachment 1). The contract included 213 telephones of varying types, distributed as shown below:
TELEPHONE TYPE
FACILITY BASIC PREMIERE CONFERENCE TOTAL
Sports Park 4 12 0 16
Skate Park 0 3 0 3
Civic Center 52 131 11 194
Total 56 146 11 213
On May 7, 2024, the City Manager approved the First Amendment to the Agreement in the amount of $7,587, increasing the total not-to-exceed compensation to $252,000 (Attachment 2). The First Amendment provided for six additional phones, associated licensing, and contingency for future needs.
On May 2, 2025, the City Manager approved the Second Amendment to the Agreement in the amount of $16,850, increasing the total not-to-exceed compensation to $268,850 (Attachment 3). The Second Amendment allocated funding to cover carrier and regulatory fees not included in the original Agreement but accrued since 2022.
On July 1, 2025, the City Council executed the Third Amendment to the Agreement in the amount of $59,400, increasing the total not-to-exceed compensation to $328,250 (Attachment 4).
In addition to adding compensation at the July 1, 2025, City Council meeting, staff discussed transitioning to a new cloud-based version of the Vonage system that would reduce costs, increase bandwidth, and improve overall operational efficiency.
Item: 8
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DISCUSSION:
The current Vonage agreement includes a level of service that is partially cloud- based and maintains some traditional phone lines. This service model previously met the needs of the City. Since the initial transition to the VoIP system, the City has gained a better understanding of service needs, call volume, and user requirements. At this point in time, the City’s current enterprise phone system presents challenges with both service and call quality, especially during instances of high call volume. Following the current period of the existing service agreement, staff recommend the City transition to a new service arrangement with Vonage to improve these services.
The proposed Vonage 2025 Agreement will replace the existing enterprise phone system with Vonage’s SmartWAN+ Cloud Solution, a fully cloud-based communications platform designed to improve system reliability, performance, and administrative control. The New Vonage SmartWAN+ platform offers integration with Microsoft Teams, enabling seamless voice communication within the City’s existing Microsoft 365 environment.
The proposed SmartWAN+ Cloud Solution provides overall cost savings to the City in two key areas – Voice over Internet Protocol (VoIP) and Internet service consolidation.
Vonage VoIP Cost Savings:
Vonage has offered reduced unit pricing for its upgraded SmartWAN+ cloud- based VoIP services, resulting in a lower monthly cost compared to the current enterprise system. The transition to a fully cloud-managed solution also eliminates many of the external services and maintenance fees associated with the existing Vonage Enterprise contract. These reductions will generate ongoing operational savings while improving reliability and performance.
Cost Amount
Current Monthly Average $9,850
New Monthly Average $6,722
Savings per month $3,128
Internet Service Cost Savings and Consolidation:
Currently, the City’s internet services are provided separately through AT&T and Cox Communications, while the City pays Vonage solely for VoIP services.
Under the proposed agreement, the City will transition its internet services to be included under the Vonage contract, integrating both VoIP and internet services into a single managed solution.
Item: 8
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Cost Amount
Current Monthly Price /Speed $1,800 / 300G
New Monthly Average $1,035 / 2000G
Savings per month $765
The proposed services transition would address service issues, provides a superior cloud-based VoIP system and internet under one agreement, and delivers a monthly savings of $3,893, all while avoiding the cost and major operational disruptions that would be required by a full phone system replacement through a request for proposal process (“RFP”). Therefore, staff recommend the City Council find that it is in the best interest of the City to move forward with the proposed services transition without conducting an RFP process. Over the 36 months under the proposed agreement, cost savings would total $140,148 for both telephone and internet services.
Staff recommends the City Council approve a new three-year agreement to transition to the Vonage Cloud System (“SmartWAN+”), a modern, cloud-based platform that would upgrade the City’s telephone and internet services for the Civic Center, Sports Park, and the Etnies Skate Park.
FISCAL IMPACT:
The total compensation under this new agreement is a not-to-exceed amount of $315,252. There is sufficient funding in the 2025-2027 Operating Budget for the recommended action.
ATTACHMENTS:
1. Vonage Business Inc. Agreement (2022)
2. First Amendment to Vonage Business Inc., Agreement
3. Second Amendment to Vonage Business Inc., Agreement
4. Third Amendment to Vonage Business Inc., Agreement
5. Proposed New Vonage Business Inc., Agreement
Initiated By: Amir Moussavinejad, IT Analyst
Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
Item: 8
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ATTACHMENT 1
Item: 8
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Sales Order#626490Account ID:911727Date:10/07/2022Sales Person:Sabrina SusurasPricing Expires11/05/2022Requested Install Date12/01/2022Term:36 MonthsCustomer Billing AddressCustomer Install AddressDouglas McBratney Douglas McBratneySkate Park Skate Park100 Civic Center Dr 20028 Lake Forest DrLake Forest, CA 92630-9202 Lake Forest, CA 92630US USPrevious Contract*plus applicable Taxes and FeesRenewalProductQuantityUnit PriceExt PriceUnit PriceExt PricePremier Plus3$0.00$0.00$25.00$75.00Polycom VVX601 POE Rental3$0.00$0.00$9.00$27.00Long Distance Outbound (2.5) andInbound Toll Free1$0.00$0.00$0.00$0.00*plus applicable Taxes and FeesCustomer Vonage Business Inc.Signature SignaturePrinted Name of Authorized Signatory Printed Name of Authorized SignatoryTitle TitleCALL 888.697.7437 Item: 8
194
Sales Order#626490Account ID:911727Date:10/07/2022Sales Person:Sabrina SusurasPricing Expires11/05/2022Requested Install Date12/01/2022Term:36 MonthsDate DateThis Sales Order constitutes the valid and binding agreement between Vonage Business and the Customer identified above to purchase and usethe Vonage Business products and services specified in this Sales Order. This Sales Order, together with any terms or conditions set forthin any applicable amendment, addendum, exhibit or schedule to this Sales Order, is subject to and governed by the Vonage Enterprise Terms ofService set forth at https://enterprise.vonage.com/terms (the "Service Terms"), which include provisions relating to payment, collection,early termination, limitations of liability and E911 service, and which are hereby made part of and incorporated by this reference into theSales Order. Any capitalized terms not otherwise defined in this Sales Order shall have the meaning ascribed to such terms in the ServiceTerms. The person whose signature appears above warrants that they are authorized to sign this Sales Order and to acknowledge and accept theService Terms.
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Sales Order#626489Account ID:908654Date:10/07/2022Sales Person:Sabrina SusurasPricing Expires11/05/2022Requested Install Date12/01/2022Term:36 MonthsCustomer Billing AddressCustomer Install AddressDouglas McBratney Douglas McBratneyCity of Lake Forest City of Lake Forest100 Civic Center Dr 100 Civic Center DrLake Forest, CA 92630-9202 Lake Forest, CA 92630-9202US USPrevious Contract*plus applicable Taxes and FeesRenewalProductQuantityUnit PriceExt PriceUnit PriceExt PricePolycom 6000 Rental11$0.00$0.00$18.00$198.00Managed Analog Port5$0.00$0.00$8.00$40.00Managed Router Rental - Ethernet up to50 mb1$0.00$0.00$15.00$15.00Premier Plus131$0.00$0.00$25.00$3,275.00Polycom VVX601 POE Rental119$0.00$0.00$9.00$1,071.00Auto Attendant10$0.00$0.00$5.00$50.00SmartWAN Mono-30 Mbps-Rental1$0.00$0.00$71.00$71.00Premier Basic52$0.00$0.00$13.00$676.00Polycom VVX Color Expansion ModuleCALL 888.697.7437 Item: 8
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Sales Order#626489Account ID:908654Date:10/07/2022Sales Person:Sabrina SusurasPricing Expires11/05/2022Requested Install Date12/01/2022Term:36 MonthsRental8$0.00$0.00$6.00$48.00Polycom VVX201 POE Rental42$0.00$0.00$3.00$126.00Managed Ethernet Loop 5 Mbps1$0.00$0.00$500.00$500.00Unified Mailbox23$0.00$0.00$5.00$115.00Hunt Group22$0.00$0.00$4.00$88.00Long Distance Outbound (2.5) andInbound Toll Free1$0.00$0.00$0.00$0.00AudioConnect Audio Conferencing - FlatRate1$0.00$0.00$20.00$20.00DID Single Number1$0.00$0.00$0.25$0.25Polycom VVX 250 POE - Rental7$0.00$0.00$3.00$21.00Group Page 101$0.00$0.00$8.00$8.00*plus applicable Taxes and FeesCustomer Vonage Business Inc.Signature SignaturePrinted Name of Authorized Signatory Printed Name of Authorized SignatoryCALL 888.697.7437 Item: 8
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Sales Order#626489Account ID:908654Date:10/07/2022Sales Person:Sabrina SusurasPricing Expires11/05/2022Requested Install Date12/01/2022Term:36 MonthsTitle TitleDate DateThis Sales Order constitutes the valid and binding agreement between Vonage Business and the Customer identified above to purchase and usethe Vonage Business products and services specified in this Sales Order. This Sales Order, together with any terms or conditions set forthin any applicable amendment, addendum, exhibit or schedule to this Sales Order, is subject to and governed by the Vonage Enterprise Terms ofService set forth at https://enterprise.vonage.com/terms (the "Service Terms"), which include provisions relating to payment, collection,early termination, limitations of liability and E911 service, and which are hereby made part of and incorporated by this reference into theSales Order. Any capitalized terms not otherwise defined in this Sales Order shall have the meaning ascribed to such terms in the ServiceTerms. The person whose signature appears above warrants that they are authorized to sign this Sales Order and to acknowledge and accept theService Terms.
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Sales Order#626491Account ID:911724Date:10/07/2022Sales Person:Sabrina SusurasPricing Expires11/05/2022Requested Install Date12/01/2022Term:36 MonthsCustomer Billing AddressCustomer Install AddressDouglas McBratney Douglas McBratneySports Park Sports Park100 Civic Center Dr 28000 Rancho PkwyLake Forest, CA 92630-9202 Lake Forest, CA 92630-8723US USPrevious Contract*plus applicable Taxes and FeesRenewalProductQuantityUnit PriceExt PriceUnit PriceExt PricePremier Plus5$0.00$0.00$25.00$125.00Polycom VVX601 POE Rental4$0.00$0.00$9.00$36.00Premier Basic12$0.00$0.00$13.00$156.00Polycom VVX201 POE Rental12$0.00$0.00$3.00$36.00Hunt Group1$0.00$0.00$4.00$4.00Long Distance Outbound (2.5) andInbound Toll Free1$0.00$0.00$0.00$0.00Group Page 101$0.00$0.00$8.00$8.00*plus applicable Taxes and FeesCALL 888.697.7437 Item: 8
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Sales Order#626491Account ID:911724Date:10/07/2022Sales Person:Sabrina SusurasPricing Expires11/05/2022Requested Install Date12/01/2022Term:36 MonthsCustomer Vonage Business Inc.Signature SignaturePrinted Name of Authorized Signatory Printed Name of Authorized SignatoryTitle TitleDate DateThis Sales Order constitutes the valid and binding agreement between Vonage Business and the Customer identified above to purchase and usethe Vonage Business products and services specified in this Sales Order. This Sales Order, together with any terms or conditions set forthin any applicable amendment, addendum, exhibit or schedule to this Sales Order, is subject to and governed by the Vonage Enterprise Terms ofService set forth at https://enterprise.vonage.com/terms (the "Service Terms"), which include provisions relating to payment, collection,early termination, limitations of liability and E911 service, and which are hereby made part of and incorporated by this reference into theSales Order. Any capitalized terms not otherwise defined in this Sales Order shall have the meaning ascribed to such terms in the ServiceTerms. The person whose signature appears above warrants that they are authorized to sign this Sales Order and to acknowledge and accept theService Terms.
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Vonage Business Communications Global Terms of Service AgreementEffective Date: October 5, 2020THESE ONLINE TERMS OF SERVICE (“Service Terms” or “Terms of Service”), including the Sales Order(s), which by this reference are incorporated herein (“Agreement”), govern Customer’s use of the Services provided by Vonage and its Affiliates (individually or collectively “Vonage”), and constitutes a binding agreement between Vonage and the Customer legal entity identified in a Sales Order (“Customer”). Vonage and Customer may be individually referred to as a “Party” or collectively as the “Parties”.The Vonage Affiliate providing Services under a Sales Order shall be as set forth in Schedule 2 (based on Customer’s domicile), unless otherwise set forth in a Sales Order), and all references to “Vonage” shall be deemed to refer to such Vonage Affiliate. Vonage may update the applicable Vonage Affiliate (within domicile) by providing reasonable written notice in accordance with this Agreement.Country-specific terms and conditions are set forth in Schedule 3 and shall apply to Customers domiciled in those countries. Vonage provides services and equipment intended solely for business use, pursuant to the terms and conditions set forth in this Agreement, and on the condition that customer Accepts a Sales Order and complies with this Agreement. By Accepting a Sales Order, Customer (a) accepts this Agreement and agrees that Customer is legally bound by its terms; and (b) represents and warrants that it has the right, power, and authority to enter into this Agreement on behalf of the corporation, governmental organization, or other legal entity, and to bind such organization to these Service Terms. If Customer does not agree to the terms of this Agreement, Customer may not download, install, or use the Services or Vonage Equipment.
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1. DEFINITIONSCapitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such terms in Schedule 1 and/or in the Sales Order. 2. SUBSCRIPTION SERVICES; SALES ORDERSA. Subscription Servicesa.Pursuant to the terms of this Agreement, Vonage shall provide to Customer: (i) telephony, conferencing, messaging and related subscription-based services as described in one or more Sales Order(s), and the Service Descriptions which describe the features and functionality of the Services, or other documentation Vonage may provide from time-to-time; and (ii) the set-up, installation, implementation, configuration, and other Professional Services identified in Sales Orders (if applicable) and a Statement of Work (if applicable) in connection with the Subscription Services. Customer’s use of the Subscription Services are governed by Vonage’s Acceptable Use Policy. b.Subject to Customer’s compliance with this Agreement, Vonage hereby grants Customer and its Affiliates, a limited, revocable, personal, non-exclusive, non-transferable, and non-sublicensable license during the Service Term to: (i) provide Authorized Users access to the Services via Customer’s Account; and (ii) download, install, and use Software made available by Vonage in connection with the Services, subject to any additional terms and conditions accompanying such Software, as applicable.c.Certain Software Vonage provided to Customer may contain third-party software ("Third-Party Software"), including open source software. Use of such Third-Party Software may be governed by separate copyright notices and license provisions, which will be provided to Customer and which are incorporated by reference into this Agreement. Such provisions shall govern the use of Third-Party Software. Customer agrees to comply with the terms and conditions of all end user license agreements accompanying any Software (including Third-Party Software) or plug-ins to such Software distributed in connection with the Service. All end user licenses shall immediately terminate on the date that the Service expires, or this Agreement is terminated. d. To access the Services, Customer must maintain an active Account in good standing. Customer shall provide and maintain accurate, complete, and up-to-date information within its Account. Customer is solely responsible for the activity that occurs on its Account (which includes its sub-Accounts), and for keeping its Account credentials secure. Vonage will not be liable for losses caused by any unauthorized use of the Account; provided, however, that Customer shall not be responsible for unauthorized Charges on its Account to the extent that it took reasonable precautions and the unauthorized use is demonstrated to be solely due to Vonage’s gross negligence or willful Item: 8
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misconduct. Customer represents and warrants that it is duly authorized to do business and use the Services in all jurisdictions in which Customer operates. Customer must notify Vonage promptly of any change in Customer’s eligibility to use the Services, breach of security, or any unauthorized use of Customer’s Account. Notwithstanding closure of Customer’s Account, Vonage may retain Customer Data as reasonably necessary for compliance with applicable law.e.The foregoing licenses shall extend to Customer Affiliates, provided that such Customer Affiliates are acting via Customer’s Account (or subaccounts thereof), and provided further that Customer remains liable to Vonage for all acts and omissions of such Affiliates (or any other entities authorized by Customer to use the Services or act via Customer’s Account) as if they were Customer’s own acts or omissions, including payment for the Services.f.Vonage may use or rely on one or more licensors, service providers, and/or equipment providers or equipment lessors whose products, equipment and/or services are providedin conjunction with, or incorporated into, the Services and/or Vonage Equipment ("Third-Party Services"). Such Third-Party Services may also be provided under Vonage's trademarks or otherwise branded as a Vonage Service. Third-Party Services may be governed by Third-Party Terms, or identified in documentation or on other media delivered with the Third-Party Services and will be provided to Customer; such Third-Party Terms are incorporated by reference into this Agreement and shall govern the use of Third-Party Services. Customer agrees to comply with such terms and conditions of all Third-Party Services. Such Third-Party Terms are deemed to be between Vonage and Customer and do not create a contractual relationship between Customer and such third party. Any non-compliance with terms and conditions of Third-Party Services shall be considered non-compliance with this Agreement. B. CX Contact Center Services Terms applicable to Vonage Contact Center Services (including VCXC-CC Extension and CX Cloud Express) are set forth here. The Service Description and the scope of Professional Services for the Vonage CX Contact Center Service identified on the Sales Order is set forthhere. C. Sales Order Submission and Acceptance Customer may order Subscription Services by accepting or executing one or more Sales Orders in a manner and format as required by Vonage, including via Vonage’s ordering portal. Applicable Professional Service Fees and/or installation Charges will be set forth in a Sales Order. Vonage may, in its sole discretion, accept or reject a Sales Order prior to Acceptance or execution. Once a Sales Order is accepted or executed, along with an Item: 8
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executed SOW (if applicable), Vonage shall provision the Subscription Services and provide access credentials to the Account or applicable sub-account thereof. Customer may also order additional Subscription Services via Vonage’s online ordering portal (described below).D. Service Term and Automatic Renewal Each Sales Order shall state the Initial Term. The Initial Term will commence on the date set forth in the Sales Order as the Subscription Service Term Start Date. Sales Orders which describe delivery of Subscription Services to multiple Customer Locations will identify multiple Subscription Service Term Start Dates and Subscription Terms. The Initial Term will automatically renew for successive periods of the same length as the previous Initial Term or Renewal Term (as applicable) except where either Party provides written notice of intent not to renew at least ninety days prior to the end of the then-current Initial Term or Renewal Term. Upon termination of the applicable Initial Term or Renewal Term, Vonage will not be obligated to furnish the Subscription Services to Customer; provided however, if Customer continues to use the Subscription Services after termination of the Initial Term or Renewal Term, such use shall be on a month-to-month basis and Customer shall be obligated to pay for such Subscription Services at Vonage’s then-current monthly rates. Either party may terminate such month-to-month term by providing at least thirty days advance notice. Except as expressly provided in the applicable Sales Order, renewal of promotional or one-time priced subscriptions may be, in Vonage’s discretion, at Vonage’s applicable list price in effect at the commencement of the applicable Renewal Term. E. Service Adds; Co-Term Services added to an existing Customer Location will be deemed to be part of the existing Sales Order for the purposes of determining the remaining Subscription Term for such additional Service (i.e. co-term). However, some Services require a minimum commitment term which may not be co-terminus with the Subscription Term of the existing Sales Order (e.g. Vonage Equipment and CX Contact Center Services). For any such Services, a separate Sales Order is required, and the Subscription Term will be set forth in the applicable Sales Order. Services ordered for additional Customer Locations (i.e. multi-locations) will have separate Subscription Terms as stated in the Sales Order unless the Parties mutually agree otherwise via an addendum executed by both Parties. F. Service Platform Migration Item: 8
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When Customer migrates from the Vonage Enterprise service platform to the VBC service platform, Customer acknowledges that upon Acceptance of a VBC Sales Order, the Vonage Enterprise services and all associated agreements shall be terminated, effective upon migration of the services.G. ChangesVonage may update, upgrade, discontinue, or otherwise modify the Services or specific Services in whole or in part in accordance with this section. Vonage shall make commercially reasonable efforts to provide at least ninety days’ notice prior to any material changes of the specific Services, subject without limitation to urgency and security issues. Customer shall use commercially reasonable efforts to cooperate with Vonage to effect modifications to the Services, including by promptly implementing all fixes, updates, upgrades, and replacements of Software as reasonably required by Vonage, and Vonage shall not be responsible for Customer’s failure to do so. Notwithstanding the foregoing, modifications to the Services shall not materially reduce the features, level of functionality, performance, availability, or security of the Services during the Service Term, unless Vonage makes available to Customer, at no additional cost, an alternative Service that is substantially equivalent to the modified Service; provided that Customer’s sole remedy for non-compliance with the foregoing shall be the right to terminate any affected Service within ninety days of receiving written notice of the modification. H. Reservation of RightsNotwithstanding anything to the contrary herein, Vonage reserves the right, but is not obligated, to (i) monitor and review Customer’s use of the Services, including to ensure Customer’s compliance with the Agreement; (ii) reject, refuse to transmit, block, or remove any content (including Customer Data); and (iii) access, read, preserve, or disclose any information that Vonage reasonably believes is necessary to (a) comply with applicable law, regulation, legal process, or government request, (b) enforce the Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to Customer’s support requests, or (e) protect the rights, property or safety of Vonage, its customers, its customers’ end users, and/or the public. Customer agrees to provide Vonage with any information Vonage reasonably requests to investigate and resolve issues relating to Customer’s Account. I. Required Maintenance; Customer Support Item: 8
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a.Vonage has the right to perform repair and maintenance or to upgrade, update or enhance (collectively, the "Maintenance") its network, infrastructure, website(s), Services and/or Vonage Equipment with prior notice per the Service Level Agreement if such Maintenance would cause a partial or full disruption of the Services. b.Customer will timely report any issues, trouble or problems affecting Service to Vonage using a Customer-initiated trouble ticket (a “Trouble Ticket”). Trouble Ticket procedures and additional information for Vonage support can be found here. Calls to and from Vonage customer service, sales or other representatives may be recorded and/or monitored for quality assurance and training purposes. Customer's sole remedies for any non-performance, outages, failures to deliver or defects in Service are set forth in the applicable service level agreement and these Service Terms. J. Voice-to-Text and Text-to-Voice Limitations. Certain Vonage Services may provide a function that allows voicemails to be converted to text and vice-versa. Customer understands and agrees that Vonage’s voice-to-text ("VTT") and text-to-voice ("TTV") features may not accurately transcribe voicemails or articulate text messages, respectively. Customer is solely responsible for checking the original message and verifying the accuracy of the message when using any VTT or TTV features. Vonage expressly disclaims all liability with respect to the conversion of voicemails to text or vice-versa. K. Acceptable Use Policy Customer shall not, and shall ensure that end users and Affiliates do not, and shall not authorize, assist, or enable any other third party to, use the Services in any manner that violates the AUP. L. No ResaleCustomer represents and warrants that it will be the ultimate end user of the Service. Customer shall not in any way resell, license, permit nor allow any third party to use the Services without receiving Vonage's prior written consent.M. Electronic Recording Item: 8
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Customer acknowledges that there are laws governing the electronic recording of telephone conversations and that Vonage is not liable for any illegal use of the Services. It is Customer's responsibility to determine and comply in full with its own compliance obligations. No Services or products offered by Vonage are represented or warranted to comply with electronic recording laws. Customer agrees that Vonage may, in its sole discretion, record any call between Customer and Vonage for quality control and training purposes.3. FEES AND PAYMENTA. Invoices; Billing and Payment Terms Vonage will invoice Customer pursuant to the Subscription Services Invoicing Frequency and Customer shall pay pursuant to the Payment Terms as set forth in the Sales Order. Charges are based on Subscription Services and equipment purchased and not actual usage. Recurring charges for the Subscription Services begin on the Subscription Service Term Start Date and will continue for the Term. Payment obligations are non-cancellable, and Charges paid are non-refundable unless otherwise set forth in this Agreement. Quantities purchased cannot be decreased during the relevant Subscription Term without the imposition of the applicable early termination charges. Usage based Charges (including Charges for international calls), Marketplace Service Charges, Change Order fees, and ancillary expenses (e.g. incurred in connection with the Professional Services, if any, such as travel, hotel and subsistence expenses; such expenses to be invoiced by Vonage at cost) are payable in arrears. Equipment purchase Charges are billable upon Acceptance of a Sales Order. Professional Services provided on a fixed price basis will be billed in advance and Professional Services provided on a time and material basis will be billed as completed monthly in arrears pursuant to the Payment Terms. An invoice for Professional Services will be sent promptly following Acceptance of the Sales Order, with payment due per the Payment Terms. Invoices will be sent by email to the address specified in Customer’s Account. The foregoing shall not apply to In-App Purchases. The terms of service for the app store from which Customer downloaded the mobile application shall govern the Payment Terms and taxes and fees for the in-app Services, if any, and such terms are hereby incorporated by reference. Overdue amounts other than amounts disputed in good faith bear interest at the lower of 1.5% per month or the maximum rate allowed by governing law. Vonage may suspend the Subscription Services upon prior written notice if Customer’s payment on any undisputed amounts remains overdue at the end of the tenth day following such notice. Customer agrees to supply Vonage with the information necessary for Vonage to complete an initial credit evaluation prior to providing Customer with access to the Services or the Vonage Equipment. Vonage may also update its information regarding Customer’s credit rating from time to time. Vonage may limit Customer’s purchasing of Item: 8
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additional Services or Vonage Equipment or require another form of payment such as auto-payment in its reasonable discretion based on changes in Customer’s creditworthiness or habitual payment delinquency.B. Pricing Pricing shall be set forth in the applicable Accepted Sales Order or as stated in the Vonage ordering portal and shall remain fixed until the end of the applicable Subscription Term. Upon auto-renewal of the Subscription Services, the Subscription Charges will increase by 7%. In the event Vonage continues to provide Services to Customer on a month-to-month basis following a committed term, Vonage reserves the right to increase pricing to Vonage’s then-current month-to-month pricing. C. CommitmentCustomer agrees it is responsible for the full value of each Sales Order effective upon Acceptance of the applicable Sales Order, subject to termination due to Vonage’s uncured default. Notwithstanding anything to the contrary herein, if Subscription Services are reduced or terminated other than due to a Party’s uncured default, all Charges due under the reduced or terminated Sales Order will be accelerated and Customer shall pay Vonage the sum of all unpaid amounts for Subscription Services actually provided, plus the remaining contracted Charges as of the date of termination through the end of the Subscription Term stated in the Sales Order(s), as well as any additional incurred Charges (e.g. usage, Equipment purchases, etc.); or, if such termination is prior to the Subscription Service Term Start Date, the total amount of the Sales Order, and applicable Taxes and Fees on all of the foregoing.D. Taxes and Fees Prices for Subscription Services and Equipment purchases do not include applicable Taxes, Fees, Duty and Customs charges. Customer will be solely liable for and will pay upon demand all Taxes, Fees, Duty and Customs charges associated with Customer’s purchase of Equipment, and access to or use of the Services as set forth in the applicable Invoice, and shall not deduct any such amounts, or any other withholdings, set-offs, or deductions, from owed amounts, but will not be responsible for taxes based on Vonage’s net income. Customer may present Vonage with an exemption certificate eliminating Customer’s and Vonage’s liability to pay certain Taxes. Once Vonage has approved the exemption certificate in writing, Customer shall be exempt from those Taxes on a go-forward basis. If a tax authority determines that Customer is not exempt from Taxes and assesses those Taxes, Customer shall pay those Taxes to Vonage, plus any Item: 8
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applicable interest or penalties. Customer may be charged Taxes and Fees by a marketing partner or authorized distributor for non-Vonage products and services sold or licensed by that marketing partner or authorized distributor in connection with a Sales Order. In addition, a regulatory recovery fee for every phone number assigned to Customer's account, including toll free and virtual numbers, may be charged monthly to offset costs incurred by Vonage in complying with inquiries and obligations imposed by regulatory bodies/governments and related legal and billing expenses. This recovery fee may also include recovery of costs for legal, intellectual property, cybersecurity, compliance and other related expenses, including those related to number portability, customer privacy protection and anti-fraud protection. This fee is not a tax or charge required or assessed by any government and may be recovered by Vonage through imposition of a surcharge on the cost of the Service. E. Billing DisputesBilling disputes must be initiated within ninety days of the disputed invoice date. Upon expiration of such ninety-day period, Customer waives its right to dispute any fees paid or payable to Vonage. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt Customer from timely paying any undisputed amounts. Other than as stated in this Agreement, fees paid are non-refundable.4. PROFESSIONAL SERVICES A. Performance a. Vonage will provide and Customer shall pay for Professional Services (set up/installation Charges) as applicable and as specified in the Sales Order(s) and/or SOW using trained and qualified personnel, who will provide such Professional Services in a professional and workmanlike manner.b.Customer’s exclusive remedy for breach of the foregoing shall be the re-performance of such Professional Services, except where Vonage is unable to re-perform the Professional Services, in which case, Customer may recover fees paid with respect to such deficient Professional Services by written claim no later than ninety days after the claimed deficient performance.
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c.Professional Services are available either on a time-and-materials or fixed-fee basis (as determined by Vonage) as described in the relevant Sales Order and/or SOW. Professional Service Fees may be subject to change if Customer modifies the scope of the Services or delays the Services to be installed.d.A change to the scope or execution of the Professional Services shall be agreed via Change Order prior to implementation of the changes. The Change Order shall set out the proposed changes and the likely effect on the Professional Services and/or the Professional Service Charges. e. Upon completion of the Professional Services, if the Customer uses the Subscription Services or part thereof for any purpose other than for testing, such use shall constitute Acceptance of the Subscription Services. f. Vonage may subcontract the performance of, or Customer may utilize a third-party to perform any or all of the Professional Services. Any subcontract by Vonage shall not affect Vonage’s liability to the Customer for the performance of its contractual obligations, and Customer shall be solely responsible for any Professional Services performed by Customer’s third-party. B. Scheduling The Parties will mutually agree upon the scheduling of Professional Services ordered by the Customer. Vonage shall use all reasonable efforts to meet the agreed-upon schedule. In the event Customer reschedules or cancels scheduled Professional Services, Vonage shall make reasonable efforts to mitigate incurred expenses and reschedule its resources to other engagements; provided that, to the extent Vonage cannot reasonably avoid such expenses or reschedule the applicable resources, Customer shall be responsible for such losses. In addition, in the event Customer reschedules the Professional Services and the rescheduling is not due to delays caused by Vonage, the Subscription Service Term Start Date will commence on the date stated in the Sales Order unless otherwise agreed by the Parties in writing. C. Cooperation Customer shall cooperate reasonably, timely, and in good faith with Vonage (including its subcontractors and personnel) in its performance of Professional Services, including by providing to Vonage in a timely manner and without charge (a) support as reasonably requested by Vonage; (b) information regarding health and safety rules and regulations and any other reasonable security requirements that apply at the applicable service location; (c) physical space, equipment, telephone and internet access, and access to other facilities; (d) access to appropriate and knowledgeable personnel; and (e) as Item: 8
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applicable, permissions, consents, or authorizations reasonably necessary to activate, maintain, inspect, or repair applicable Services or Vonage Equipment, including (if applicable) the right to access and enter the applicable service location upon reasonable prior notice.D. Special Install Costs Vonage may charge, and Customer shall pay, all recurring and nonrecurring costs, Charges and expenses incurred by Vonage for Customer’s benefit in connection with non-standard installation, delivery or implementation of the Services (collectively, the “Special Install Costs”). For clarification and by way of example, standard installation does not include (and the following may comprise a portion of any Special Install Costs) core drilling, wiring extensions for excessive distances, installation of new conduit runs, installation of water proof shielding, installation of aerial circuit runs, or removal of hazard materials, as determined by Vonage Business at its sole discretion, as well as after-hours installation of Services (“Non-Standard Installation”). Non-Standard Installation will be purchased by Customer as an additional Service. Non-Standard Installation is the installation of Services Monday to Friday between 5pm to 8am (local time), any time on Saturday and/or Sunday, and holidays. Non-Standard Installation will include appointment coordination, the provisioning of the Service, basic external wiring, call tests, and remote Vonage technical support as needed. Special Install Costs will be invoiced to Customer as soon as practicable following the Subscription Service Term Start Date for the applicable Services.E. Telephone Number Porting Vonage’s policies and procedures for telephone number porting is set forth here.5. FREE TRIAL SERVICES; BETA SERVICESA. Free Trial Services If Customer’s Sales Order or registration with Vonage includes a free trial (“Free Services”), then the applicable Services will be made available to Customer until (i) the end of the free trial period; (ii) the Subscription Service Term Start Date for Free Services, or (iii) the termination of Free Services for cause by Vonage, whichever is earlier. Any additional terms upon which the Free Services are provided as part of the trial registration process, are incorporated herein. Use of Free Services is subject to the terms and conditions of this Agreement. Customer agrees that Vonage, in its sole discretion and for Item: 8
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any or no reason, may terminate Customer’s access to the Free Services or any part thereof.B. Beta ServicesCertain Services or Software may be designated or offered as a beta version ("Beta Version") of a Service or Software, which may or may not be released as a full commercial service in the future. Customer may choose to try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to this Agreement. Customer agrees that Beta Versions may contain errors. The fact and existence of any Beta Version shall be deemed to be Vonage Confidential Information under this Agreement. NOTWITHSTANDING SECTION 11 (INDEMNIFICATION), VONAGE SHALL HAVE NO LIABILITY NOR INDEMNIFICATION OBLIGATIONS OF ANY KIND; WHERE LIABILITY CANNOT BE EXCLUDED BY APPLICABLE LAW, VONAGE’S LIABILITY IS LIMITED TO $500.00 USD. CUSTOMER WILL BE FULLY LIABLE FOR CUSTOMER’S USE OF SERVICES DURING ANY FREE TRIAL OR BETA SERVICE PERIOD, ITS INDEMNIFICATION OBLIGATIONS AND ANY BREACH OF THIS AGREEMENT.6. TECHNICAL REQUIREMENTS; EQUIPMENT a.It is Customer’s sole responsibility to ensure that it meets the minimum hardware, Software, connectivity, and other technical requirements for accessing the Subscription Services. Vonage’s minimum technical prerequisites are available upon request.b. Customer understands, acknowledges, and agrees that: (i) Customer must have a high-quality high-speed internet connection to use the Services; and (ii) Vonage is not providing an internet connection for Customer. Vonage does not control and is not responsible for: (a) Customer's internet connection; (b) the quality of Customer's internet connection; (c) any third party products and/or services related to Customer's internet connection; or (d) problems with the Services that are caused by or related to Customer's internet connection. Vonage will not contact any of the internet providers and/or service or product providers on Customer's behalf. c. Customer understands and acknowledges that use of the Services may require the use of certain Customer Equipment, Vonage Equipment, and/or Third-Party Equipment. Vonage’s Equipment Policy is set forth here and shall apply to all equipment used, purchased or leased in connection with the Services.
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7. SUPPLEMENTAL TERMS; POLICIES; APPS MARKETPLACEa.These Service Terms incorporate applicable Supplemental Terms set forthhere, which shall apply to the specific Third-Party Services purchased by Customer, if any. Certain Subscription Services may be subject to other third-party terms which shall be made available to Customer prior to the purchase of such Third-Party Services, and shall supersede any conflicting terms with respect to such Subscription Services. b. These Service Terms also incorporate all additional terms, conditions and policies that are set forth in an addendum, schedule or exhibit, as well set forth in the Legal Policy Center here under the heading “Unified Communications – VBC” (collectively, the “Additional Terms”), and supersede and replace all terms and conditions set forth in any documents issued by Customer, including purchase orders and specifications not agreed to in writing by the Parties. c.Vonage may update or replace the AUP, Privacy Policy, Copyright Policy, Telephone Number Porting Policy and Emergency Services Acknowledgement (“Policies”) from time to time (a “Policy Change”), and will provide notice to Customer either via email to the address on file, or through Customer’s invoice. If such Policy Change is (a) applicable to Customer, and (b) materially and detrimentally impacts the Services, upon receipt of notice, Customer will have thirty days to notify Vonage that such changes are materially and adversely impacting, stating specifically which changes are impactful. The Parties will then attempt to reach a mutually agreeable workaround agreement. If agreement cannot be reached, Vonage may either waive or modify the requirement to Customer's reasonable satisfaction. If Vonage does neither, then Customer can either, within thirty days following Vonage’s notice of its refusal to waive or modify the requirement, accept the Policy Change or terminate those Services affected without termination liability, without the right to continue to use those Services thereafter. Notwithstanding the foregoing, Customer’s right to object or terminate shall not apply to Policy Changes required by applicable law, regulation or governmental authority, or to changes required to protect the security and operability of Vonage, the Services, Vonage’s other customers.d.Vonage offers third party products and services on its App Marketplace (“Third-Party Apps”). When Customer subscribes to use such Third-Party Apps, Customer shall agree separately to the required terms of use or service with such Third-Party App provider (“App Terms”), in addition to these Service Terms. Vonage is responsible for the billing and collection of amounts owed to such third-party provider and to tax and regulatory authorities, and will charge Customer’s method of payment. Charges for these services will appear on Customer’s monthly Vonage invoice. Vonage will also handle all billing questions. Customer acknowledges that Vonage is not responsible for support or technical assistance with respect to any Third-Party App and that Customer’s use of the App itself is subject to the App Terms; Customer shall direct its App questions and support requests directly to the provider of the Third-Party App at the contact email address or number set forth on the Marketplace and/or in the App Terms. However, Customer may only modify or terminate Third-Party Apps or related accounts through the App Marketplace in order to modify or terminate billing for such Third-Party Apps. Failure to Item: 8
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do so through the App Marketplace will not modify or terminate billing, for which Customer is liable. Customer is solely responsible for its use of the Third-Party App, and will indemnify Vonage and its Affiliates against any and all claims arising from Customer’s misuse of the Third-Party App or its breach of the App Terms.e.Vonage may enter into marketing arrangements with marketing partners (each a "Marketing Partner") or resale/distribution agreements with authorized distributors (each an "Authorized Distributor") who market Vonage Services to prospective customers who then subscribe to these Service Terms. When these Service Terms are accepted by a Customer, the Customer is considered a customer of Vonage only with respect to Vonage Services. As an example, if the distributor of internet services also markets Vonage-branded solutions and a Customer subscribes to both internet services and Vonage Services with Vonage under these Service Terms, the customer is considered, with respect to Vonage Services, only a customer of Vonage. The terms, conditions and policies pursuant to a Marketing Partner or Authorized Distributor's contractual arrangement with Customer for other products and services may differ from these Terms of Service, Privacy Policy and other policies applied by Vonage to similarly situated customers, but such Marketing Partner's or Authorized Distributor's terms, conditions and policies will not apply to Vonage Services, nor supersede these Service Terms as applicable to Vonage Services. 8. INTELLECTUAL PROPERTY; CUSTOMER DATA AND DATA DELETION A. Customer Data. As between Customer and Vonage, Customer owns and reserves all right, title, and interest in Customer Data. Customer authorizes Vonage to use the Customer Data to provide the Services and perform in accordance with the Agreement. B. Retention and Deletion of Call Recordings and Voicemails. Except as agreed by Vonage and Customer in writing, Vonage shall delete Call Recordings and Voicemails as follows: a. if CX Contact Center Services, in accordance with data storage terms set forth in the CX Service Description set forth here; b.if VBC Services, call recordings are retained until Customer deletes the data, or the Service(s) are cancelled, or until Customer utilizes all allotted storage space. Customer may download the data at any time prior to cancellation or termination of Service(s). Voicemail messages are retained for 90 days from the date the message was recorded and 7 days after cancellation or termination of the Service(s).
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c.Following the stated retention periods, the VBC Call Recordings and Voicemails are purged.C. Suggestions.Customer’s suggested improvements to and feedback regarding the Services are not Confidential Information, and Customer grants to Vonage an unrestricted, irrevocable, fully paid-up, and non-exclusive right to use such suggestions and feedback for any purpose. D. Vonage Services and Vonage Content.Vonage owns and reserves all right, title and interest in and to the Services and all improvements, modifications, and derivative works thereof. Other than the Customer Data, all Vonage Content is as between Customer and Vonage owned by Vonage. Customer shall not (and shall not allow third parties to) (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of Vonage Content, except to the limited extent applicable laws specifically prohibit such reverse-engineering restrictions; or (ii) alter, modify, translate, or otherwise create derivative works of any part of the Vonage Content, except as may be authorized by specific licensing terms accompanying certain Software. E. Other Rights.Except as explicitly granted herein, neither Party is granted a license or other right (express, implied, or otherwise) to use any trademarks, copyrights, service marks, logos, trade names, patents, trade secrets, or other intellectual property of the other Party or its Affiliates without the express prior written authorization of the other Party. F. Restrictions. The Services may contain Vonage Content provided by Vonage, Vonage’s partners and customers, or other third parties, that are subject to and protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Customer shall abide by and maintain all copyright notices, information, and restrictions contained in any Vonage Content accessed through the Services.
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9. CONFIDENTIALITY AND DATA PROTECTIONA. Confidential Information“Confidential Information” means any non-public information or data, regardless of whether it is in tangible form, disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure, including the material terms of this Agreement. The terms of the Agreement are the Confidential Information of both Parties. Neither Party may identify the other Party using its name, trademarks, and/or logos in marketing collateral, press releases, presentations, websites, and/or case studies without the other Party’s written consent. Confidential Information does not include any information which: (i) is publicly available through no fault of receiving Party, (ii) was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party, (iii) was properly disclosed to receiving Party, without restriction, by another person without violation of disclosing Party’s rights, or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. B. Restrictions Each Party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of the Agreement (and for Vonage to provide the Services) and it will not disclose such Confidential Information to any third party without the other Party’s prior written consent, except as otherwise permitted hereunder or for Vonage to provide the Services or make other uses and disclosures identified in Vonage’s Privacy Policy. Each Party agrees to exercise due care in protecting the other Party’s Confidential Information from unauthorized use and disclosure. Each Party may also disclose the Confidential Information of the other Party to its employees, representatives, actual or potential investors, and subcontractors who have a need to know and are bound to keep such information confidential consistent with the terms of this section. In addition, Vonage may disclose the Agreement under a comparable non-disclosure agreement in response to a third-party due diligence request supporting a financing or non-ordinary course of business corporate transaction. Either Party may disclose the Confidential Information of the other as required by law, legal process, or court order; provided that, subject to applicable law, it promptly notifies the other Party of such required disclosure in order to allow the other Party to seek a protective order or other appropriate remedy. C. Data Security Vonage agrees to use commercially reasonable efforts to safeguard the security of Customer Data it handles, stores, processes, or transmits within its reasonable span of Item: 8
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control in accordance with applicable law. If Vonage discovers or is notified of a breach of security relating to Customer Data, Vonage shall promptly (a) notify Customer of such breach; and (b) if the applicable Customer Data was within the reasonable span of control of Vonage at the time of such breach, Vonage shall: (i) use commercially reasonable efforts to mitigate the effects of the breach; and (ii) take commercially reasonable steps to institute safeguards that are designed to prevent or attempt to prevent the recurrence of such breach.D. Personal Data Processing of personal data by Vonage on behalf of Customer shall be subject to the terms of the Vonage Data Processing Addendum (“DPA”), which is automatically incorporated into the Agreement by this reference.10. WARRANTIES AND DISCLAIMERS. A. Vonage Warranty Vonage will provide the Services using a commercially reasonable level of skill and care, in material compliance with all applicable laws and otherwise subject to the terms of this Agreement. To the extent permitted by law, Vonage shall pass through to Customer any and all warranties Vonage receives in connection with equipment provided to Customer. The Services will be provided substantially in accordance with the applicable Service Level Agreement. Customer’s exclusive remedy and Vonage’s entire liability for a breach of this Section are set forth in the applicable Service Level Agreement and Section 13 (Termination). B. Customer Warranty Customer and its Authorized Users’ use of the Services must at all times comply with all applicable laws and this Agreement. C. Assumption of Risk Vonage has no special relationship with or fiduciary duty to Customer. Notwithstanding anything to the contrary herein, Vonage shall have no liability for acts, faults, or omissions of any third party telecommunications systems, networks, or operators (including, without Item: 8
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limitation, suspension or termination of Vonage’s connections, or faults in or failures of such apparatus or network).D. Disclaimer of WarrantiesEXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SALES ORDER, OR APPLICABLE SERVICE LEVEL AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND VONAGE CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY (E.G., AS TO LATENCY AND THROUGHPUT), AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. VONAGE, AND VONAGE’S SUPPLIERS, PARTNERS, AND LICENSORS, AND EACH OF VONAGE’S AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DO NOT WARRANT (AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES) THAT: (I) THE SERVICES (OR ANY MOBILE OPERATORS) WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED, (III) THE CONTENT ON THE VONAGE WEBSITES OR SERVICES (OR ANY THIRD PARTY SITES OR SERVICES LINKED THERETO) IS ACCURATE, ERROR-FREE, OR COMPLETE, OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. VONAGE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT OF, COMMUNICATION BY, OR PRODUCT OR SERVICE ADVERTISED OR OFFERED BY, A THIRD PARTY THROUGH THE SERVICES, AND VONAGE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND THIRD PARTIES. EXCEPT AS OTHERWISE AGREED IN A BUSINESS ASSOCIATE AGREEMENT SIGNED BY VONAGE, VONAGE MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES OR THEIR USE WILL COMPLY WITH HIPAA OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA, AND IS RELEASED FROM ANY LIABILITY FOR ITS ACTS OR OMISSIONS RELATING TO HIPAA. 11. INDEMNIFICATION A. By Customer Customer agrees to defend, indemnify, and hold harmless Vonage, its Affiliates, and each of their respective employees, licensors, contractors, directors, officers and representatives, from and against any damages, liabilities, claims, demands, obligations, Item: 8
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losses, fines, penalties, and expenses (including reasonable attorney’s fees) (collectively, “Losses”) incurred in connection with claims made or brought by a third party arising from or relating to: (i) use of the Services in a manner not authorized by this Agreement, including violations of the AUP or applicable law, by Customer, its Affiliates, or its or their Authorized Users, employees, agents, or subcontractors; (ii) claims relating to Customer Data; or (iii) gross negligence, fraud or willful misconduct of Customer, its Affiliates, or its or their employees, agents or subcontractors.B. By Vonage Vonage agrees to defend, indemnify and hold harmless Customer from and against any Losses incurred in connection with claims made or brought by a third party arising from or relating to (i) infringement of third-party Intellectual Property Rights due to Customer’s authorized use of the Services (other than Customer Data); or (ii) gross negligence, fraud or willful misconduct of Vonage or its employees, agents, or subcontractors. Notwithstanding any of the foregoing, Vonage shall have no liability for Losses arising out of (x) any combination, operation, or use of the Services with any hardware, software, or services not provided by Vonage, except to the extent such combination, operation, or use is necessary for the use of the Services; or (y) use of any sample or reference code made available by Vonage or any third party, via the Vonage Website or otherwise.C. ProcedureThe indemnified Party shall notify indemnitor promptly after the indemnified Party learns of the existence of an indemnifiable claim hereunder; provided, however, that failure to give such notice shall only affect the rights of the indemnified Party to the extent that indemnitor is prejudiced. The indemnified Party shall not admit any liability whatsoever. The indemnitor shall be entitled to take sole control of the defense and investigation of the indemnifiable claim at its own expense, by providing prompt written notice to the indemnified Party. The indemnified Party shall cooperate in all reasonable respects with the indemnitor and its attorneys in the defense of the claim (including by making available books, records, and personnel), and may reasonably participate at its own expense, through its attorneys or otherwise, provided that such participation does not interfere with the indemnitor’s defense. All settlements of indemnifiable claims under this Section shall: (i) be entered into only with the indemnified Party’s consent if such settlement requires any admission of guilt or imposes any restriction or obligation on the indemnified Party; and (ii) include an appropriate confidentiality agreement prohibiting disclosure of the terms of such settlement. 12. LIMITATION OF LIABILITY Item: 8
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A. ExclusionsTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR VONAGE’S SUPPLIERS, LICENSORS, PARENT, SUBSIDIARY, AFFILIATE, CONTENT PROVIDERS, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE UNDER ANY CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, LOST PROFITS, GOODWILL, REVENUE, INCOME OR BUSINESS, DATA LOSS, INTERRUPTION OF BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS, OR SERVICES (HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); B. Direct Damages; Limitationsa.VONAGE'S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS PAID OR ARE PAYABLE TO VONAGE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM SUBJECT TO THIS SECTION. THE PARTIES ACKNOWLEDGE AND ACCEPT THE REASONABLENESS OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION. b.NOTWITHSTANDING THE PROVISIONS IN THIS SECTION, NOTHING IN THIS AGREEMENT SHALL LIMIT FINANCIAL LIABILITY IN RESPECT OF THE CUSTOMER’S PAYMENT OBLIGATIONS, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, OR EITHER PARTY’S LIABILITY FOR DEATH, BODILY INJURY, OR DAMAGE TO TANGIBLE PERSONAL PROPERTY, OR ANY OTHER ACT OR OMISSION FOR WHICH LIABILITY SHALL NOT BE LIMITED UNDER APPLICABLE LAW.13. TERM AND TERMINATIONA. TermThis Agreement shall be effective beginning on the Effective Date and continue for so long as Services are being provided to Customer.
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B. TerminationEither Party may terminate the Agreement for cause: (i) if the other Party is in material breach of the Agreement and has failed to cure such breach within thirty days after written notice thereof, or (ii) upon the other Party’s liquidation, commencement of dissolution proceedings, disposal of substantially all assets, failure to continue its business in the ordinary course, assignment for the benefit of creditors, or becoming the subject of a voluntary or involuntary bankruptcy or similar proceeding.C. Effect of Termination and SurvivalUpon termination of the Agreement, and without limiting any of Vonage’s other remedies hereunder: (i) Customer remains liable for all Charges and any other obligations accrued and owed by Customer through the effective date of such termination, and (ii) except in the case of termination owing to Vonage breach, Customer remains liable for all Charges and any other obligations accrued and owed by Customer from the date of termination through the end of the contracted Service Term, and (iii) except as expressly set forth herein, all of Customer’s rights and licenses under the Agreement will immediately terminate and Customer shall cease using the Services. All amounts accrued or owed to Vonage in connection with the Agreement, and any other provisions which by their nature would reasonably survive, shall survive any termination of the Agreement. Following any suspension or termination of the Agreement or Customer’s Account other than for breach, Customer may request any post-termination assistance that Vonage may elect to make generally available with respect to the Services, subject to and conditioned upon Customer’s advance payment of any applicable fees and acceptance of all terms and conditions that Vonage specifies in writing with respect thereto.14. NOTICESa. Vonage shall send notices hereunder via email to the email address Customer provides in its Account. It is Customer’s responsibility to keep its email address current, and Customer will be deemed to have received any email sent to the last known email address Vonage has on record for Customer.b.Customer shall send notices hereunder as follows:i. Formal Legal Notices - via email to [email protected]. Billing Disputes- via email [email protected].
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iii. Cancellation/Non-Renewal of Services- by contacting Vonage Customer Care, or Customer’s account manager via email..c. The addresses to which notices may be given by either Party may be changed upon written notice given to the other Party pursuant to this Section (Notices) or by Customer via the Customer portal. 15. EMERGENCY SERVICESBY USING THE SERVICE AND/OR VONAGE EQUIPMENT, CUSTOMER ACKNOWLEDGES THE LIMITATIONS OF VONAGE’S EMERGENCY SERVICE AS DESCRIBED IN ITS EMERGENCY SERVICES POLICY, AS WELL AS THOSE SET FORTH IN THIS SECTION. CUSTOMER AGREES AND ACKNOWLEDGES THAT WHILE MOST VONAGE SERVICES OFFER ACCESS TO APPLICABLE EMERGENCY SERVICES, OTHERS MAY NOT. CUSTOMER IS ADVISED TO THOROUGHLY READ AND UNDERSTAND THE APPLICABLE EMERGENCY SERVICES ACKNOWLEDGEMENT AND THE OPTIONS AVAILABLE. CUSTOMER ACKNOWLEDGES THAT IT ASSUMES THE RISKS ASSOCIATED WITH THE EMERGENCY SERVICE LIMITATIONS AS SET FORTH IN THE EMERGENCY SERVICES DISCLOSURE NOTICE AND ACKNOWLEDGMENT. 16. GOVERNING LAW AND VENUEThis Agreement shall be governed by and construed in accordance with the laws of the country indicated on Schedule 2 based on Customer’s domicile, in any case without reference to conflicts of law rules, and jurisdiction and venue for all claims shall be held in accordance with Schedule 2. The United Nations Convention on Contracts for the International Sale of Goods shall be inapplicable hereto. 17. ARBITRATION AND DISPUTE RESOLUTIONA. Management Resolution In the event either Party has a dispute or claim against the other Party, the disputing Party shall provide written notice to the other Party per Section 14 (Notices). The Parties agree to escalate disputes (other than invoice disputes) to their respective management, who will use commercially reasonable efforts to resolve the dispute by consulting with each other in good faith to reach an equitable resolution satisfactory to both parties within thirty days of the receipt of notice. Neither Party shall pursue or commence proceedings Item: 8
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regarding the dispute in any court, administrative arbitral, or other adjudicative body prior to engaging in such consultations and negotiations.B. Binding ArbitrationIf negotiations fail to resolve the dispute within thirty days, and/or small claims court is not a valid option due to the size or nature of the claim, all disputed claims (except for claims relating to Intellectual Property Rights, indemnity, or confidentiality obligations, fraudulent or unauthorized use, theft, or piracy of service, or matters relating to injunctions or other equitable relief) must be resolved by binding arbitration before a single arbitrator, in the English language. This agreement to arbitrate is intended to be given the broadest possible meaning under applicable law. The initiation of an arbitration dispute shall not otherwise prevent Vonage or Customer from terminating Services in accordance with the Agreement. C. Location and Procedure A Party who intends to seek arbitration must first send to the other Party a written notice of dispute per Section 14 (Notices), which must describe the nature and basis of the dispute and set forth the specific relief sought. The arbitration location and arbitration organization will be according to the terms of Schedule 2, based on the principal business location of Customer. The amount of any settlement offer made by Customer or Vonage shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Customer or Vonage is entitled. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. The prevailing Party in any action or proceeding to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs. D. Jury Trial and Class Action Waiver Subject to applicable law, each Party waives its right to a trial by jury for claims subject to arbitration hereunder. The arbitrator may award relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party's individual claim. The arbitrator may not award special, indirect, punitive, incidental or consequential damages. CUSTOMER MAY BRING CLAIMS AGAINST VONAGE ONLY IN CUSTOMER’S INDIVIDUAL CAPACITY AND NOT AS A CLAIMANT / PLAINTIFF, CLASS MEMBER OR GROUP ACTION IN ANY PURPORTED CLASS OR GROUP ACTION OR REPRESENTATIVE PROCEEDING AND CUSTOMER EXPRESSLY Item: 8
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WAIVES ITS RIGHT TO BRING A CLASS OR GROUP ACTION SUIT. The arbitrator may not consolidate more than one person's or entity's claims and may not otherwise preside over any form of a representative or class proceeding.E. Equitable Relief Notwithstanding the foregoing, each Party shall be entitled to enforce its Intellectual Property Rights and seek equitable relief in any court of competent jurisdiction at any time.18. MISCELLANEOUS A. Entire Agreement; Headings This Agreement constitutes the entire agreement between Customer and Vonage with respect to the Services, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the Parties with respect thereto. The section and paragraph headings in the Agreement are for convenience of reference only and shall not affect their interpretation. No oral or written information or advice given by Vonage or its employees and other representatives will create any obligations or warranty on behalf of Vonage unless otherwise agreed in a writing signed by an authorized Vonage representative. Any purchase orders, confirmations, payment documentation, or other terms provided by Customer, even if signed by the Parties after the date hereof, shall have no force or effect. In the event that the Parties have executed versions of the Agreement drafted in more than one language, the English language version shall govern and prevail. Customer represents that Vonage has made no commitments or promises orally or in writing with respect to delivery of any future features or functions. In relation to any future features or functions, all presentations, RFP responses, and/or product roadmap documents, information or discussions are informational only and are not the basis for, nor part of this Agreement or any Sales Order.B. Modifications and Waivers Except as expressly provided elsewhere in the Agreement, the Agreement may not be changed or modified, nor may any provisions hereof be waived, nor may any consent or confirmation be considered to have been given, except by an agreement in writing signed by the Party against whom enforcement of the change or modification is asserted, and any such modification, change, waiver, consent, or confirmation on Vonage’s behalf may only be given by an authorized signatory of Vonage. The failure of either Party to exercise Item: 8
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in any respect any right provided for herein shall not be deemed a waiver of any other rights hereunder.C. SeverabilityIf any provision of the Agreement, or any part thereof, is found to be unenforceable or invalid, that provision will be (to the minimum extent necessary) replaced by a valid and enforceable provision the effect of which comes as close as possible to the intended economic effect of the unenforceable or invalid provision, so that the Agreement will otherwise remain in full force and effect. D. Force MajeureNeither Party is liable for any failure of performance (other than for delay or performance in the payment of money due and payable hereunder) to the extent such failure is due to any cause or causes beyond such Party’s reasonable control, including acts of God, fire, explosion, vandalism, adverse weather conditions, governmental action, acts of terrorism, strikes and similar labor difficulties, war, pandemic, sabotage, or denial of service attacks. Neither Party’s invocation of this clause will relieve Customer of its obligation to pay for any Services actually provided or permit Customer to terminate any Services except as expressly provided herein. The affected Party shall make all reasonable efforts to mitigate the effects of the force majeure event on the performance of its obligations under this Agreement. E. Relationship of the Parties; No Third-Party Beneficiaries The relationship of the Parties shall not be that of partners, agents, or joint venturers for one another, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between the Parties for any purpose. Vonage and Customer are independent contractors and shall discharge their contractual obligations at their own risk subject to the terms of the Agreement. Except as explicitly stated herein, nothing in the Agreement shall confer upon any third parties any rights, benefits, or remedies. F. Assignment This Agreement inures to and is binding upon the Parties’ successors and permitted assignees. Neither Party shall assign the Agreement without the other Party’s prior written Item: 8
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consent, not to be unreasonably conditioned, withheld or delayed; provided that such assigning Party may, without consent, but with reasonable prior written notice, assign its rights and obligations hereunder to any parent, affiliate, or subsidiary of such assigning Party or pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all its assets; provided, further, that with respect to an assignment by Customer, (i) the successor shall not provide services that compete with Vonage; (ii) the successor must be at least as creditworthy as Customer, as reasonably determined by Vonage; (iii) the successor shall agree in advance and in writing to assume and be bound by all provisions of the Agreement, and shall deliver to Vonage upon request fully-executed documents reasonably acceptable to Vonage establishing the terms of such an assignment; (iv) such assignment may not constitute or result in a violation of applicable trade control, export, or other law; and (v) Customer shall remain liable for all of Customer’s obligations that accrued prior to such assignment. Any assignment by a Party other than as permitted by this section shall be void and of no force or effect. G. Trade Compliance By using the Services, Customer represents and warrants that (i) its use of the Services will not violate any embargoes, sanctions, trade restrictions, or similar restrictions issued by any applicable governmental entity; and (ii) Customer, its Affiliates, and its Authorized Users have not been designated by any applicable government or any government agency as a prohibited or restricted party under any trade restrictions, export laws, or the like. Customer shall not use the Vonage Website or Services for any purpose prohibited by applicable law, including the development, design, manufacture, or production of missiles, or nuclear, chemical or biological weapons. Customer may not use, export, re-export, import, or transfer any technology or data related to the Services except as authorized by the Agreement and all applicable laws, rules, and regulations. H. Government Terms If Customer is an agency, department or other entity of any government, then any use, modification, duplication, reproduction, release, performance, display, transfer, or disclosure of the Services and accompanying documentation shall be governed solely by this Agreement. Any other use shall be prohibited and no other rights are granted. I. Authority and Execution Each Party represents that (i) it has full authority to enter into and perform under this Agreement; (ii) the person accepting the Sales Order(s) and any other applicable documents on its behalf is properly authorized; and (iii) it has read the Agreement, Item: 8
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understands it, and agrees to be bound by all of its terms, conditions, and provisions. This Agreement shall become effective upon Acceptance of a Sales Order. Electronic Acceptance of Sales Orders and any other applicable documents, and the incorporation by reference of this Agreement into all applicable documents shall be deemed valid, binding and enforceable by and against both Parties. J. Basis of Bargain; Failure of Essential PurposeCustomer acknowledges and agrees that Vonage has established its prices and entered into this Agreement in reliance upon the limitations and exclusions of liability and the warranty disclaimers set forth in this Agreement, and that they are an essential basis of the bargain between the parties and are material terms of this Agreement. The Parties agree that the limitations and exclusions of liability and warranty disclaimers specified in this Agreement will survive and apply even if found to have failed their essential purpose, and Customer hereby waives its right to contest the enforceability of any provision of this Agreement by reason of such failure. K. Export ComplianceThe Services and any derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on the United States’ government denied-party list. Additionally, the Customer shall not permit its Authorized Users to access or use the Services while located in a United States embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any United States’ export law or regulation. L. Order of PrecedenceIn the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the DPA and BAA (if applicable); (b) the Sales Order; (c) Product-Specific Terms (where relevant); (d) the Service Descriptions and Service Level Agreement (if applicable); (e) this Agreement; (f) the Statement of Work (if applicable). M. Choice of Language Each Party hereby confirms its express wish that this Agreement and all related documents be prepared in the English language only.
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N. SurvivalSurvival. The terms and conditions of this Agreement will survive the expiration or other termination of this Agreement to the fullest extent necessary for their enforcement and for the realization of the benefit thereof by the Party in whose favor they operate. SCHEDULE 1Definitions“Acceptance” of an Sales Order (or “Accepts” or “Accepted”) shall mean (a) with respect to the Customer: (i) clicking a box indicating acceptance; (ii) executing a Sales Order, amendment or Change Order, (iii) using Vonage’s online portal to order Services; (iv) conveying Sales Ordering instructions to Vonage followed by implementation of such Sales Order instructions; (v) using free or N/C Services; and (b) as to Vonage, the written or electronic confirmation of its acceptance of an Sales Order.“Account” means the numbered account established with Vonage and associated with Customer and the Services provided to Customer under this Agreement. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.“Agreement” means a Sales Order, this Agreement, and all applicable documents incorporated by reference and/or mutually Accepted by the Parties, which shall collectively form a legally binding agreement.“AUP” means the Acceptable Use Policy accessible here.“Authorized User” means the authorized individual accepting this Agreement on behalf of Customer, and to whom Vonage has supplied a user identification and password. Authorized Users may include, for example, employees, consultants, contractors and Item: 8
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agents of Customer and its Affiliates, and third parties with which Customer authorizes to access Customer’s Account and use the Services.“Change Order” means any mutually agreed change to a SOW affected by a Change Order form, signed by the Customer and Vonage detailing the relevant change.“Charges” or“Subscription Charges”means the charges and fees payable under this Agreement.“Customer” means the customer identified in the Sales Order.“Customer Data” means all data, information or material submitted by the Customer or the persons to whom the Customer Data relates, or Authorized Users to the Subscription Services, in connection with Customer’s use of the Services.“Customer Equipment” means any equipment, software, software data storage, systems, cabling or facilities provided by the Customer and used directly or indirectly with the Services. “Customer Location”means the physical location(s) where the Services are provided.“Effective Date” means the date of acceptance or execution of the applicable Sales Order. “Initial Term” means the initial term of the Subscription Services as stated on a Sales Order. “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.“Marketplace” means an online exchange, catalogue or marketplace of applications, sponsored or operated by Vonage, that interoperate with the Services. “Other Data” means information obtained by Vonage from publicly available sources or its third-party content providers and made available to Customer through the Services, Beta Services or pursuant to a Sales Order.“Payment Terms”means the period of time Customer is required to remit payment for an invoice in full, without deduction or set-off, as stated in the Sales Order.
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“Professional Services” means the set-up, installation, configuration and other professional services identified in a Sales Order (and more fully described in an applicable SOW) that are to be provided by Vonage in connection with the Subscription Services.“Professional Service Fees” means the fees for the Professional Services as set out in the Sales Order.“Renewal Term” means the period immediately following expiration of the Initial Term which is the same duration as the Initial Term except as otherwise set forth in the Sales Order or amendment. “Sales Order” means the Vonage Services ordering document, electronic or paper format, (together with any schedules), accepted by Customer and Vonage detailing the specific products and Services purchased by the Customer. By entering into a Sales Order Customer agrees to be bound by the terms of this Agreement. “Service Description” means individually or collectively the documentation that describes the Subscription Services. “Services” or “Subscription Services” means all products, software and services provided under this Agreement (including Vonage Equipment) that are ordered by Customer, which are provided on a recurring or subscription basis, and for which the Customer pays one or more Charges, and that are provided by Vonage as detailed on the Sales Order. Services exclude non-Vonage products and services and Other Data. “Shipping and Handling” means any fees and costs payable by Customer to Vonage in connection with packaging, shipping, or processing Vonage Equipment or purchased equipment to a Customer Service location. "Software" means proprietary software (including documentation relating to such software) owned or licensed by Vonage, or which Vonage has a right to sublicense under this Agreement, which software is either provided to Customer under this Agreement or is used by Customer in connection with the Services. “Statement of Work” or “SOW” means the document signed by Parties which describes the Professional Services to be provided. “Subscription Services Invoicing Frequency” means the intervals at which Vonage will deliver its invoices for Subscription Charges as detailed on the Sales Order. “Subscription Term” means the term of the Subscription Services and shall include the Initial Term together with any Renewal Term. The term of Subscription Services shall be as specified in the applicable Sales Order. “Subscription Service Term Start Date” means the date that the Account is created, Customer has platform access, the subscription licenses are first made available Item: 8
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(activated), and the Subscription Term and payment obligation for the Subscription Services commences.“Taxes and Fees”means those country, province, federal, state, or local taxes, including without limitation, use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments, and withholdings assessed against Customer or the Subscription Services, equipment purchases and Professional Services. Taxes and Fees do not include Vonage fees, recovery fees and surcharges that may be imposed on specific Services, and which are described in the applicable Sales Order and/or Invoice.“Usage Charges” means the variable, usage-based charges payable by the Customer for connected minutes of telephony not falling within a relevant bundle of pre-purchased connected minutes of telephony or other monthly recurring charges for Services including minutes of telephony, or for SMS texts (if any) at the rates set out in the applicable Service Description or as otherwise defined in the Agreement. “Vonage” means the Vonage business entity identified on the Sales Order. “Vonage Content” means all content made available by Vonage through the Vonage Website or the Services. “Vonage Business Communications Services” or “VBC Services” means the telephony, conferencing, messaging and related Subscription-based services. “Vonage Contact Center Services or VCC Services” means the contact center services provided by Vonage. “Vonage Equipment” means all equipment that is used, leased or otherwise provided by Vonage to Customer for use in connection with the Services, including phone hardware (e.g., phones, routers, switches, SD-Wan devices, and battery backup). Vonage Equipment does not include Customer Equipment or Third-Party Equipment. “Vonage Website” means the website set forth at https://www.vonage.com/ and/or other localized Vonage website as may be available or applicable in certain countries, through which Vonage’s products and services are described, as well as the online administrative portal through which Customer manages the Account and/or can makeadditional purchases for the Account.
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SCHEDULE 2Vonage Contracting Entities, Governing Law, VenueCustomer Domiciled InSupplier Contacting Entity Address For Notices Governing Law Courts Having Exclusive JurisdictionArbitration Association and Place of ArbitrationEurope, Middle East or Africa Vonage Business Limited, a company registered in England and Wales. Registered Number: 3602868 Legal Department,Vonage Business Limited Rosalind House, Jays Close,Basingstoke, Hampshire, RG22 4BS, UK England EnglandLondon Court of International Arbitration (LCIA) having its seat of arbitration in London North America or South AmericaVonage Business Inc., a company registered in theUnited States of America.Registered Number: 4437638 Legal Department,23 Main Street, Holmdel, NJ 07733Email: [email protected] Delaware Delaware American Arbitration AssociationThe Asia Pacific Region Vonage Australia Pty Ltd,a company registered in Australia. Registered Number: 153693326 Legal Department,Level 12680, George Street, Sydney, NSW 2000, Australia New South Wales, Australia New South Wales, AustraliaThe Institute of Arbitrators & Mediators Australia having its seat in Sydney Item: 8
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SCHEDULE 3Country-Specific TermsThe following additional terms and conditions (“Country-Specific Terms”) shall apply if and to the extent the Customer is domiciled under the laws of one of the countries listed below. In the event of a conflict between the Country-Specific Terms and the other provisions of the Agreement, the Country-Specific Terms shall prevail.AustraliaExcept to the extent permitted by law, nothing in this Agreement has the effect of excluding, restricting or modifying:1. The application of any Consumer Guarantee that applies to the supply of the Services (“Consumer Guarantees” means, if applicable to the Parties, the consumer guarantees in Division 1 of Part 3-2 of the Australian Consumer Law); 2. The exercise of a right under any Consumer Guarantee that applies to the supply of the Services; or 3. Any liability of Vonage for a failure to comply with a Consumer Guarantee that applies to the supply of the Services.4. To the extent permitted by law, Vonage’s liability for breach of any Consumer Guarantee is limited,at the Vonage’s option to: i. the re-supply of the Services that breached the Consumer Guarantee; orii. the payment of the cost of having those Services supplied again. Belgium Customer may terminate a Sales Order for convenience at any time, provided that (a) if Customer terminates the Sales Order for convenience prior to the end of the sixth month of the Subscription Service Term, it shall be liable to Vonage for all Charges that would have been due under the applicable Sales Order through the end of the sixth month of the Subscription Service Term; and (b) Customer shall not be liable for any early Item: 8
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termination charges if it terminates the Sales Order for convenience on or after the end of the sixth month of the Subscription Service Term.CanadaEach Party hereby confirms its express wish that this Agreement and all related documents be prepared in the English language only. Les parties reconnaissent avoir exigé que le présente convention et tous les documents connexes soient rédigés en anglais seulement.European Union The following terms (“EU Terms”) shall apply to the extent the Customer is organized under the laws of a Member State of the European Union. 1. Changes to the Agreement. A unilateral change to the Agreement by Vonage shall be effective thirty days after Vonage provides notice to Customer. If Customer reasonably objects to such change and such change is not to the exclusive benefit of Customer, it may terminate the Agreement by providing notice of termination to Vonage no later than thirty days following Vonage’s notification of the change to Customer. 2. Use of Customer Data. Customer shall ensure that Vonage is enabled to use all Customer Data (including content) necessary to provide the Services). 3. Primary Characteristics of Services. The primary characteristics of the Services will remain available to the Customer during the Subscription Service Term of the Agreement.4. Waiver of Certain Provisions of the European Electronic Communications Code. If Customer is a microenterprise, small enterprise, or not-for-profit organization (as defined under European Union law), it hereby explicitly waives the applicability of sections 102, 105, and 107 of Directive 2018/1972 of the European Parliament and of the Council of December 11, 2018 establishing the European Electronic Communications Code (“EECC”), and any Member State law or regulation implementing these EECC provisions.GermanyCustomer may dispute an invoice by providing written notice within eight weeks after receipt. Handling of the dispute shall be in accordance with the German Telecommunications Act.
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Sweden1. Limits on Usage Charges. Customer may at any time during the Term, free of charge, request the Services be suspended when call and other charges have reached an amount specified by Customer. The specified amount may be amended by Customer without additional charges. 2. Blocking High-Cost Calls. Customer may at any time during the Term, free of charge, request that numbers with elevated calling fees be blocked.The NetherlandsNo limitations on liability shall apply to losses arising from Vonage’s deliberate recklessness or intentional misconduct. United Kingdom1.Waiver of Certain Provisions of the European Electronic Communications Code.If Customer is a microenterprise, small enterprise, or not-for-profit organization (as defined under European Union law), it hereby explicitly waives the applicability of sections 102, 105, and 107 of Directive 2018/1972 of the European Parliament and of the Council of December 11, 2018 establishing the European Electronic Communications Code (“EECC”), and any Member State law or regulation or the UK General Conditions of Entitlement (GCs) implementing these EECC provisions. 2. Emergency Services. 2.1 For Customers accessing the Telephony Services via a VBC-UK Plan; where such service is fully operational, 999/112 public emergency call services can be accessed from within England, Wales, Scotland and Northern Ireland. However, the Customer understands and acknowledges that Users may experience some service limitations as follows:
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2.1.1 If using the Telephony Services outside England, Wales, Scotland and Northern Ireland a User will not be able to call emergency services for the country in which the User is located. The Customer is responsible for ensuring that a line from another communications provider is set up to call emergency services within the relevant country. 2.1.2 If there is a Telephony Service outage for any reason, such outage may prevent access to 999/112 dialing.2.1.3 The Customer must register with the Supplier the primary physical location where it will be using the Telephony Service. The Customer’s main location will be registered as a part of receiving the Telephony Service. It is the Customer’s responsibility to maintain the accuracy of its location address if there are any changes. The Customer can do this by telephoning the Supplier’s support team on 0800 316 1317 or +44 207 760 8888. If the Customer fails to update the Supplier with changes, it may or may not be possible for emergency operators and authorities to identify the User’s location and phone number when he/she dials 999/112. Location information of the Customer’s main office (as notified) will only be provided to emergency services; extension information may not be provided to emergency services. When dialing 999/112, the User will need to state his/her location and phone number promptly and clearly, as emergency operators and authorities may not have this information. 2.1.4 Emergency operators and authorities may or may not be able to identify the User’s phone number in order to call the User back if the call is unable to be completed, is dropped or disconnected, or if the User is unable to speak to state his/her phone number and/or if the Telephony Service is not operational for any reason. Emergency operators and authorities may also not be able to hold the line open in the event that the User hangs up. 2.1.5 The Customer agrees to inform Users and potential users of the Telephony Service of the above limitations and understands and accepts that it should always have an alternative means of accessing 999/112 emergency services. 2.1.6 If the Supplier has cause to suspend the Telephony Service, a User will still be able to dial 999. 2.2 Outbound dialling to emergency services is not available if the Telephony Services are accessed via the Vonage Contact Centre contact-pad (which is the interface used by Authorized Users providing voice capabilities, features and functions). 2.2 Outbound dialing to emergency services is not available if the Telephony Services are accessed via the Vonage Contact Centre contact-pad (which is the interface used by Authorized Users providing voice capabilities, features and functions).
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3.Number Porting.3.1 Although unlikely, number portability (which is the process for moving Customer’s telephone number from one communications provider to another) may not be possible. If the Customer wishes to port its telephone number to the Supplier or its telephone number from the Supplier to another provider, the Supplier cannot guarantee that the Customer will be able to retain its telephone number.
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ADDENDUM TO VONAGE BUSINESS SERVICE TERMSSales Order #(s): 626491,626490, 626489This Addendum is executed by and between Vonage Business Inc. ("Vonage Business") and the customer identified in the signature block below ("Customer") in connection with the above-referenced Sales Order ("Sales Order"). This Addendum supplements or amends the terms and conditions set forth athttps://www.vonage.com/legal/unified-communications/tos/global-vbc-tos/(the "Service Terms"), which are referenced in and made part of the Sales Order. To the extent of any inconsistency between this Addendum and the Service Terms, this Addendum will control. Except as amended or supplemented by this Addendum, the Service Terms otherwise remain unchanged and in full force and effect. Defined terms in this Addendum have the same meaning given such terms in the Service Terms.Notwithstanding anything to the contrary in the Service Terms, the Parties hereby agree as follows:1. PRICINGCustomer will pay Vonage Business up to $244,413 for Products and Services over the 36-month Service Term. All quoted prices in the above-referenced Sales Order may not include Taxes and Fees.The authorized representatives of Vonage Business and Customer have executed this Addendum below:Vonage Business Inc. The City of Lake ForestBy: Name: Title: By: Name: Title: Date: Date:
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ADDENDUM TO VONAGE BUSINESS SERVICE TERMSSales Orders # 559833 & 559855This Addendum is executed by and between Vonage Business Inc. ("Vonage Business") and the customer identified in the signature block below ("Customer") in connection with the above-referenced Sales Orders("Sales Orders"). This Addendum supplements or amends the terms and conditions set forth in the Master Services Agreement between Vonage Business and Customer dated May 21, 2019 (the "Service Terms"), which are referenced in and made part of the Sales Orders. To the extent of any inconsistency between this Addendum and the Service Terms, this Addendum will control. Except as amended or supplemented by this Addendum, the Service Terms otherwise remain unchanged and in full force and effect. Defined terms in this Addendum have the same meaning given such terms in the Service Terms.Notwithstanding anything to the contrary in the Service Terms, the Parties hereby agree as follows:1. EXHIBIT V-B, PRODUCTS AND PRICING.The language contained in the Exhibit V-B, Products and Pricing, Section 3 of the Service Terms is hereby deleted in its entirety and replaced with the following language:City will pay Vonage Business up to $242,881.00 for products and services over the 36-month period of the Agreement.All other Service Terms remain unchanged and in full force and effect.The authorized representatives of Vonage Business and Customer have executed this Addendum below:Vonage Business Inc. City of Lake ForestBy: Name: Title: By: Name: Title: Date: Date:
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2ndADDENDUM TO VONAGE BUSINESS SERVICE TERMSSales Orders # 626489, 626490 and 626491This Addendum is executed by and between Vonage Business Inc. ("Vonage Business") and the customer identified in the signature block below ("Customer") in connection with the above-referenced Sales Order ("Sales Order"). This Addendum supplements or amends the terms and conditions set forth at https://www.vonage.com/legal/unified-communications/enterprise/tos/(the "Service Terms"), which are referenced in and made part of the Sales Order. To the extent of any inconsistency between this Addendum and the Service Terms, this Addendum will control. Except as amended or supplemented by this Addendum, the Service Terms otherwise remain unchanged and in full force and effect. Defined terms in this Addendum have the same meaning given such terms in the Service Terms. Notwithstanding anything to the contrary in the Service Terms, the Parties hereby agree as follows:1. MONTHLY CHARGES UNDER SALES ORDERSThe Parties agree and confirm that the total monthly charges for the Services under Sales Order numbers 62648 (Civic Center), 626490 (Skate Park) and 626491(Sports Park) is$7167.50 not including Taxes and Fees as set out in the table below: Location: Civic CenterName Quantity Rate TotalAudioConnect Audio Conferencing -Flat Rate12020Hunt Group 22 4 88Long Distance Outbound (2.5) and Inbound Toll Free (2.5) service100Managed Ethernet Loop 5 Mbps1500500Managed Router Rental - Ethernet up to 50 mb 1 15 15Polycom 6000 Rental 11 18 198Polycom CCX 500 & Handset no Power Supply -Rental 11 9 99Polycom VVX 250 POE - Rental 6 3 18Polycom VVX Color Expansion Module Rental8648Polycom VVX201 POE Rental423126Polycom VVX601 POE Rental 115 9 1035Premier Basic5113663Premier Plus134253350 Item: 8
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Premier Plus 6 29 174SmartWAN Mono-30 Mbps-Rental 1 71 71Auto Attendant 10 5 50DID Single Number 2 0.25 0.5Equipment Shipping/Handling -Ground200Group Page 10188Managed Analog Port 10 8 80Phone Shipping and Handling - 2 Day 1 0 0Phone Shipping and Handling -Ground700Unified Mailbox225110Total:$6,653.50Location: Skate ParkName Quantity Rate TotalLong Distance Outbound (2.5) and Inbound Toll Free (2.5) service1 $0.00 $0.00Polycom VVX601 POE Rental3 $9.00 $27.00Premier Plus6$25.00$150.00Unified Mailbox1 $5.00 $5.00Total:$182.00Location: Sports ParkName Quantity Rate TotalHunt Group1 $4.00 $4.00Long Distance Outbound (2.5) and Inbound Toll Free (2.5) service1 $0.00 $0.00Polycom VVX201 POE Rental12 $3.00 $36.00Polycom VVX601 POE Rental4 $9.00 $36.00Premier Basic12$13.00$156.00Premier Plus4 $25.00 $100.00Total:$332.002. PRICINGCustomer will pay Vonage Business up to $268,850 for the Products and Services over the 36-month Service Term. All quoted prices in the above referenced Sales Order do not include Taxes and Fees.
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The authorized representatives of Vonage Business and Customer have executed this Addendum below:Vonage Business Inc. City of Lake ForestBy: Name: Title: By: Name: Title: Date: Date:
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ATTACHMENT 2
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Sales Order#662947Account ID:908654Date:04/16/2024Sales Person:Sabrina SusurasPricing Expires:04/30/2024Requested Install Date:04/30/2024Term:24 MonthsCustomer Billing AddressCustomer Install AddressDouglas McBratney Douglas McBratneyCity of Lake Forest City of Lake Forest100 Civic Center Dr 100 Civic Center DrLake Forest, CA 92630-9202 Lake Forest, CA 92630-9202US USProductQuantityUnit PriceExt PriceUnit PriceExt PricePolycom CCX 500 & Handset no PowerSupply - Rental6$0.00$0.00$9.00$54.00Phone Shipping and Handling - Ground6$14.99$89.94$0.00$0.00Premier Plus6$29.00$174.00$29.00$174.00*plus applicable Taxes and FeesCustomer Vonage Business Inc.Signature SignaturePrinted Name of Authorized Signatory Printed Name of Authorized SignatoryTitle TitleDate DateBy signing this Sales Order, Customer agrees to the changes and hereby accepts the Services described above and agrees to pay all relatedfees and charges, including any Taxes and Fees, by the due date. Customer further agrees to adhere to the terms and conditions of theCALL 888.697.7437 Item: 8
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Sales Order#662947Account ID:908654Date:04/16/2024Sales Person:Sabrina SusurasPricing Expires:04/30/2024Requested Install Date:04/30/2024Term:24 MonthsCustomer's existing Vonage Business service agreement. The person whose signature appears above represents and warrants that they areauthorized to approve, accept and sign this Sales Order.
CALL 888.697.7437
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ADDENDUM TO VONAGE BUSINESS SERVICE TERMSSales Order #(s): 626491,626490, 626489, 662947This Addendum is executed by and between Vonage Business Inc. ("Vonage Business") and the customer identified in the signature block below ("Customer") in connection with the above-referencedSales Order ("Sales Order"). This Addendum supplements or amends the terms and conditions set forth at https://www.vonage.com/legal/unified-communications/tos/global-vbc-tos/(the "Service Terms"), which are referenced in and made part of the Sales Order. To the extent of any inconsistency between this Addendum and the Service Terms, this Addendum will control. Except as amended orsupplemented by this Addendum, the Service Terms otherwise remain unchanged and in full force and effect. Defined terms in this Addendum have the same meaning given such terms in the Service Terms.Notwithstanding anything to the contrary in the Service Terms, the Parties hereby agree as follows:1. PRICINGCustomer will pay Vonage Business up to $252,000 for Products and Services over the 36-month Service Term. All quoted prices in the above-referenced Sales Order may not include Taxes and Fees.The authorized representatives of Vonage Business and Customer have executed this Addendum below:Vonage Business Inc. The City of Lake ForestBy: By:Name: Name:Title: Title:Date: Date:
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Sales Order#626490Account ID:911727Date:10/07/2022Sales Person:Sabrina SusurasPricing Expires11/05/2022Requested Install Date12/01/2022Term:36 MonthsCustomer Billing AddressCustomer Install AddressDouglas McBratney Douglas McBratneySkate Park Skate Park100 Civic Center Dr 20028 Lake Forest DrLake Forest, CA 92630-9202 Lake Forest, CA 92630US USPrevious Contract*plus applicable Taxes and FeesRenewalProductQuantityUnit PriceExt PriceUnit PriceExt PricePremier Plus3$0.00$0.00$25.00$75.00Polycom VVX601 POE Rental3$0.00$0.00$9.00$27.00Long Distance Outbound (2.5) andInbound Toll Free1$0.00$0.00$0.00$0.00*plus applicable Taxes and FeesCustomer Vonage Business Inc.Signature SignaturePrinted Name of Authorized Signatory Printed Name of Authorized SignatoryTitle TitleCALL 888.697.7437 Item: 8
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Sales Order#626490Account ID:911727Date:10/07/2022Sales Person:Sabrina SusurasPricing Expires11/05/2022Requested Install Date12/01/2022Term:36 MonthsDate DateThis Sales Order constitutes the valid and binding agreement between Vonage Business and the Customer identified above to purchase and usethe Vonage Business products and services specified in this Sales Order. This Sales Order, together with any terms or conditions set forthin any applicable amendment, addendum, exhibit or schedule to this Sales Order, is subject to and governed by the Vonage Enterprise Terms ofService set forth at https://enterprise.vonage.com/terms (the "Service Terms"), which include provisions relating to payment, collection,early termination, limitations of liability and E911 service, and which are hereby made part of and incorporated by this reference into theSales Order. Any capitalized terms not otherwise defined in this Sales Order shall have the meaning ascribed to such terms in the ServiceTerms. The person whose signature appears above warrants that they are authorized to sign this Sales Order and to acknowledge and accept theService Terms.
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Sales Order#626489Account ID:908654Date:10/07/2022Sales Person:Sabrina SusurasPricing Expires11/05/2022Requested Install Date12/01/2022Term:36 MonthsCustomer Billing AddressCustomer Install AddressDouglas McBratney Douglas McBratneyCity of Lake Forest City of Lake Forest100 Civic Center Dr 100 Civic Center DrLake Forest, CA 92630-9202 Lake Forest, CA 92630-9202US USPrevious Contract*plus applicable Taxes and FeesRenewalProductQuantityUnit PriceExt PriceUnit PriceExt PricePolycom 6000 Rental11$0.00$0.00$18.00$198.00Managed Analog Port5$0.00$0.00$8.00$40.00Managed Router Rental - Ethernet up to50 mb1$0.00$0.00$15.00$15.00Premier Plus131$0.00$0.00$25.00$3,275.00Polycom VVX601 POE Rental119$0.00$0.00$9.00$1,071.00Auto Attendant10$0.00$0.00$5.00$50.00SmartWAN Mono-30 Mbps-Rental1$0.00$0.00$71.00$71.00Premier Basic52$0.00$0.00$13.00$676.00Polycom VVX Color Expansion ModuleCALL 888.697.7437 Item: 8
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Sales Order#626489Account ID:908654Date:10/07/2022Sales Person:Sabrina SusurasPricing Expires11/05/2022Requested Install Date12/01/2022Term:36 MonthsRental8$0.00$0.00$6.00$48.00Polycom VVX201 POE Rental42$0.00$0.00$3.00$126.00Managed Ethernet Loop 5 Mbps1$0.00$0.00$500.00$500.00Unified Mailbox23$0.00$0.00$5.00$115.00Hunt Group22$0.00$0.00$4.00$88.00Long Distance Outbound (2.5) andInbound Toll Free1$0.00$0.00$0.00$0.00AudioConnect Audio Conferencing - FlatRate1$0.00$0.00$20.00$20.00DID Single Number1$0.00$0.00$0.25$0.25Polycom VVX 250 POE - Rental7$0.00$0.00$3.00$21.00Group Page 101$0.00$0.00$8.00$8.00*plus applicable Taxes and FeesCustomer Vonage Business Inc.Signature SignaturePrinted Name of Authorized Signatory Printed Name of Authorized SignatoryCALL 888.697.7437 Item: 8
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Sales Order#626489Account ID:908654Date:10/07/2022Sales Person:Sabrina SusurasPricing Expires11/05/2022Requested Install Date12/01/2022Term:36 MonthsTitle TitleDate DateThis Sales Order constitutes the valid and binding agreement between Vonage Business and the Customer identified above to purchase and usethe Vonage Business products and services specified in this Sales Order. This Sales Order, together with any terms or conditions set forthin any applicable amendment, addendum, exhibit or schedule to this Sales Order, is subject to and governed by the Vonage Enterprise Terms ofService set forth at https://enterprise.vonage.com/terms (the "Service Terms"), which include provisions relating to payment, collection,early termination, limitations of liability and E911 service, and which are hereby made part of and incorporated by this reference into theSales Order. Any capitalized terms not otherwise defined in this Sales Order shall have the meaning ascribed to such terms in the ServiceTerms. The person whose signature appears above warrants that they are authorized to sign this Sales Order and to acknowledge and accept theService Terms.
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Sales Order#626491Account ID:911724Date:10/07/2022Sales Person:Sabrina SusurasPricing Expires11/05/2022Requested Install Date12/01/2022Term:36 MonthsCustomer Billing AddressCustomer Install AddressDouglas McBratney Douglas McBratneySports Park Sports Park100 Civic Center Dr 28000 Rancho PkwyLake Forest, CA 92630-9202 Lake Forest, CA 92630-8723US USPrevious Contract*plus applicable Taxes and FeesRenewalProductQuantityUnit PriceExt PriceUnit PriceExt PricePremier Plus5$0.00$0.00$25.00$125.00Polycom VVX601 POE Rental4$0.00$0.00$9.00$36.00Premier Basic12$0.00$0.00$13.00$156.00Polycom VVX201 POE Rental12$0.00$0.00$3.00$36.00Hunt Group1$0.00$0.00$4.00$4.00Long Distance Outbound (2.5) andInbound Toll Free1$0.00$0.00$0.00$0.00Group Page 101$0.00$0.00$8.00$8.00*plus applicable Taxes and FeesCALL 888.697.7437 Item: 8
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Sales Order#626491Account ID:911724Date:10/07/2022Sales Person:Sabrina SusurasPricing Expires11/05/2022Requested Install Date12/01/2022Term:36 MonthsCustomer Vonage Business Inc.Signature SignaturePrinted Name of Authorized Signatory Printed Name of Authorized SignatoryTitle TitleDate DateThis Sales Order constitutes the valid and binding agreement between Vonage Business and the Customer identified above to purchase and usethe Vonage Business products and services specified in this Sales Order. This Sales Order, together with any terms or conditions set forthin any applicable amendment, addendum, exhibit or schedule to this Sales Order, is subject to and governed by the Vonage Enterprise Terms ofService set forth at https://enterprise.vonage.com/terms (the "Service Terms"), which include provisions relating to payment, collection,early termination, limitations of liability and E911 service, and which are hereby made part of and incorporated by this reference into theSales Order. Any capitalized terms not otherwise defined in this Sales Order shall have the meaning ascribed to such terms in the ServiceTerms. The person whose signature appears above warrants that they are authorized to sign this Sales Order and to acknowledge and accept theService Terms.
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Vonage Business Communications Global Terms of Service AgreementEffective Date: October 5, 2020THESE ONLINE TERMS OF SERVICE (“Service Terms” or “Terms of Service”), including the Sales Order(s), which by this reference are incorporated herein (“Agreement”), govern Customer’s use of the Services provided by Vonage and its Affiliates (individually or collectively “Vonage”), and constitutes a binding agreement between Vonage and the Customer legal entity identified in a Sales Order (“Customer”). Vonage and Customer may be individually referred to as a “Party” or collectively as the “Parties”.The Vonage Affiliate providing Services under a Sales Order shall be as set forth in Schedule 2 (based on Customer’s domicile), unless otherwise set forth in a Sales Order), and all references to “Vonage” shall be deemed to refer to such Vonage Affiliate. Vonage may update the applicable Vonage Affiliate (within domicile) by providing reasonable written notice in accordance with this Agreement.Country-specific terms and conditions are set forth in Schedule 3 and shall apply to Customers domiciled in those countries. Vonage provides services and equipment intended solely for business use, pursuant to the terms and conditions set forth in this Agreement, and on the condition that customer Accepts a Sales Order and complies with this Agreement. By Accepting a Sales Order, Customer (a) accepts this Agreement and agrees that Customer is legally bound by its terms; and (b) represents and warrants that it has the right, power, and authority to enter into this Agreement on behalf of the corporation, governmental organization, or other legal entity, and to bind such organization to these Service Terms. If Customer does not agree to the terms of this Agreement, Customer may not download, install, or use the Services or Vonage Equipment.
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1. DEFINITIONSCapitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such terms in Schedule 1 and/or in the Sales Order. 2. SUBSCRIPTION SERVICES; SALES ORDERSA. Subscription Servicesa.Pursuant to the terms of this Agreement, Vonage shall provide to Customer: (i) telephony, conferencing, messaging and related subscription-based services as described in one or more Sales Order(s), and the Service Descriptions which describe the features and functionality of the Services, or other documentation Vonage may provide from time-to-time; and (ii) the set-up, installation, implementation, configuration, and other Professional Services identified in Sales Orders (if applicable) and a Statement of Work (if applicable) in connection with the Subscription Services. Customer’s use of the Subscription Services are governed by Vonage’s Acceptable Use Policy. b.Subject to Customer’s compliance with this Agreement, Vonage hereby grants Customer and its Affiliates, a limited, revocable, personal, non-exclusive, non-transferable, and non-sublicensable license during the Service Term to: (i) provide Authorized Users access to the Services via Customer’s Account; and (ii) download, install, and use Software made available by Vonage in connection with the Services, subject to any additional terms and conditions accompanying such Software, as applicable.c.Certain Software Vonage provided to Customer may contain third-party software ("Third-Party Software"), including open source software. Use of such Third-Party Software may be governed by separate copyright notices and license provisions, which will be provided to Customer and which are incorporated by reference into this Agreement. Such provisions shall govern the use of Third-Party Software. Customer agrees to comply with the terms and conditions of all end user license agreements accompanying any Software (including Third-Party Software) or plug-ins to such Software distributed in connection with the Service. All end user licenses shall immediately terminate on the date that the Service expires, or this Agreement is terminated. d. To access the Services, Customer must maintain an active Account in good standing. Customer shall provide and maintain accurate, complete, and up-to-date information within its Account. Customer is solely responsible for the activity that occurs on its Account (which includes its sub-Accounts), and for keeping its Account credentials secure. Vonage will not be liable for losses caused by any unauthorized use of the Account; provided, however, that Customer shall not be responsible for unauthorized Charges on its Account to the extent that it took reasonable precautions and the unauthorized use is demonstrated to be solely due to Vonage’s gross negligence or willful Item: 8
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misconduct. Customer represents and warrants that it is duly authorized to do business and use the Services in all jurisdictions in which Customer operates. Customer must notify Vonage promptly of any change in Customer’s eligibility to use the Services, breach of security, or any unauthorized use of Customer’s Account. Notwithstanding closure of Customer’s Account, Vonage may retain Customer Data as reasonably necessary for compliance with applicable law.e.The foregoing licenses shall extend to Customer Affiliates, provided that such Customer Affiliates are acting via Customer’s Account (or subaccounts thereof), and provided further that Customer remains liable to Vonage for all acts and omissions of such Affiliates (or any other entities authorized by Customer to use the Services or act via Customer’s Account) as if they were Customer’s own acts or omissions, including payment for the Services.f.Vonage may use or rely on one or more licensors, service providers, and/or equipment providers or equipment lessors whose products, equipment and/or services are providedin conjunction with, or incorporated into, the Services and/or Vonage Equipment ("Third-Party Services"). Such Third-Party Services may also be provided under Vonage's trademarks or otherwise branded as a Vonage Service. Third-Party Services may be governed by Third-Party Terms, or identified in documentation or on other media delivered with the Third-Party Services and will be provided to Customer; such Third-Party Terms are incorporated by reference into this Agreement and shall govern the use of Third-Party Services. Customer agrees to comply with such terms and conditions of all Third-Party Services. Such Third-Party Terms are deemed to be between Vonage and Customer and do not create a contractual relationship between Customer and such third party. Any non-compliance with terms and conditions of Third-Party Services shall be considered non-compliance with this Agreement. B. CX Contact Center Services Terms applicable to Vonage Contact Center Services (including VCXC-CC Extension and CX Cloud Express) are set forth here. The Service Description and the scope of Professional Services for the Vonage CX Contact Center Service identified on the Sales Order is set forthhere. C. Sales Order Submission and Acceptance Customer may order Subscription Services by accepting or executing one or more Sales Orders in a manner and format as required by Vonage, including via Vonage’s ordering portal. Applicable Professional Service Fees and/or installation Charges will be set forth in a Sales Order. Vonage may, in its sole discretion, accept or reject a Sales Order prior to Acceptance or execution. Once a Sales Order is accepted or executed, along with an Item: 8
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executed SOW (if applicable), Vonage shall provision the Subscription Services and provide access credentials to the Account or applicable sub-account thereof. Customer may also order additional Subscription Services via Vonage’s online ordering portal (described below).D. Service Term and Automatic Renewal Each Sales Order shall state the Initial Term. The Initial Term will commence on the date set forth in the Sales Order as the Subscription Service Term Start Date. Sales Orders which describe delivery of Subscription Services to multiple Customer Locations will identify multiple Subscription Service Term Start Dates and Subscription Terms. The Initial Term will automatically renew for successive periods of the same length as the previous Initial Term or Renewal Term (as applicable) except where either Party provides written notice of intent not to renew at least ninety days prior to the end of the then-current Initial Term or Renewal Term. Upon termination of the applicable Initial Term or Renewal Term, Vonage will not be obligated to furnish the Subscription Services to Customer; provided however, if Customer continues to use the Subscription Services after termination of the Initial Term or Renewal Term, such use shall be on a month-to-month basis and Customer shall be obligated to pay for such Subscription Services at Vonage’s then-current monthly rates. Either party may terminate such month-to-month term by providing at least thirty days advance notice. Except as expressly provided in the applicable Sales Order, renewal of promotional or one-time priced subscriptions may be, in Vonage’s discretion, at Vonage’s applicable list price in effect at the commencement of the applicable Renewal Term. E. Service Adds; Co-Term Services added to an existing Customer Location will be deemed to be part of the existing Sales Order for the purposes of determining the remaining Subscription Term for such additional Service (i.e. co-term). However, some Services require a minimum commitment term which may not be co-terminus with the Subscription Term of the existing Sales Order (e.g. Vonage Equipment and CX Contact Center Services). For any such Services, a separate Sales Order is required, and the Subscription Term will be set forth in the applicable Sales Order. Services ordered for additional Customer Locations (i.e. multi-locations) will have separate Subscription Terms as stated in the Sales Order unless the Parties mutually agree otherwise via an addendum executed by both Parties. F. Service Platform Migration Item: 8
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When Customer migrates from the Vonage Enterprise service platform to the VBC service platform, Customer acknowledges that upon Acceptance of a VBC Sales Order, the Vonage Enterprise services and all associated agreements shall be terminated, effective upon migration of the services.G. ChangesVonage may update, upgrade, discontinue, or otherwise modify the Services or specific Services in whole or in part in accordance with this section. Vonage shall make commercially reasonable efforts to provide at least ninety days’ notice prior to any material changes of the specific Services, subject without limitation to urgency and security issues. Customer shall use commercially reasonable efforts to cooperate with Vonage to effect modifications to the Services, including by promptly implementing all fixes, updates, upgrades, and replacements of Software as reasonably required by Vonage, and Vonage shall not be responsible for Customer’s failure to do so. Notwithstanding the foregoing, modifications to the Services shall not materially reduce the features, level of functionality, performance, availability, or security of the Services during the Service Term, unless Vonage makes available to Customer, at no additional cost, an alternative Service that is substantially equivalent to the modified Service; provided that Customer’s sole remedy for non-compliance with the foregoing shall be the right to terminate any affected Service within ninety days of receiving written notice of the modification. H. Reservation of RightsNotwithstanding anything to the contrary herein, Vonage reserves the right, but is not obligated, to (i) monitor and review Customer’s use of the Services, including to ensure Customer’s compliance with the Agreement; (ii) reject, refuse to transmit, block, or remove any content (including Customer Data); and (iii) access, read, preserve, or disclose any information that Vonage reasonably believes is necessary to (a) comply with applicable law, regulation, legal process, or government request, (b) enforce the Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to Customer’s support requests, or (e) protect the rights, property or safety of Vonage, its customers, its customers’ end users, and/or the public. Customer agrees to provide Vonage with any information Vonage reasonably requests to investigate and resolve issues relating to Customer’s Account. I. Required Maintenance; Customer Support Item: 8
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a.Vonage has the right to perform repair and maintenance or to upgrade, update or enhance (collectively, the "Maintenance") its network, infrastructure, website(s), Services and/or Vonage Equipment with prior notice per the Service Level Agreement if such Maintenance would cause a partial or full disruption of the Services. b.Customer will timely report any issues, trouble or problems affecting Service to Vonage using a Customer-initiated trouble ticket (a “Trouble Ticket”). Trouble Ticket procedures and additional information for Vonage support can be found here. Calls to and from Vonage customer service, sales or other representatives may be recorded and/or monitored for quality assurance and training purposes. Customer's sole remedies for any non-performance, outages, failures to deliver or defects in Service are set forth in the applicable service level agreement and these Service Terms. J. Voice-to-Text and Text-to-Voice Limitations. Certain Vonage Services may provide a function that allows voicemails to be converted to text and vice-versa. Customer understands and agrees that Vonage’s voice-to-text ("VTT") and text-to-voice ("TTV") features may not accurately transcribe voicemails or articulate text messages, respectively. Customer is solely responsible for checking the original message and verifying the accuracy of the message when using any VTT or TTV features. Vonage expressly disclaims all liability with respect to the conversion of voicemails to text or vice-versa. K. Acceptable Use Policy Customer shall not, and shall ensure that end users and Affiliates do not, and shall not authorize, assist, or enable any other third party to, use the Services in any manner that violates the AUP. L. No ResaleCustomer represents and warrants that it will be the ultimate end user of the Service. Customer shall not in any way resell, license, permit nor allow any third party to use the Services without receiving Vonage's prior written consent.M. Electronic Recording Item: 8
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Customer acknowledges that there are laws governing the electronic recording of telephone conversations and that Vonage is not liable for any illegal use of the Services. It is Customer's responsibility to determine and comply in full with its own compliance obligations. No Services or products offered by Vonage are represented or warranted to comply with electronic recording laws. Customer agrees that Vonage may, in its sole discretion, record any call between Customer and Vonage for quality control and training purposes.3. FEES AND PAYMENTA. Invoices; Billing and Payment Terms Vonage will invoice Customer pursuant to the Subscription Services Invoicing Frequency and Customer shall pay pursuant to the Payment Terms as set forth in the Sales Order. Charges are based on Subscription Services and equipment purchased and not actual usage. Recurring charges for the Subscription Services begin on the Subscription Service Term Start Date and will continue for the Term. Payment obligations are non-cancellable, and Charges paid are non-refundable unless otherwise set forth in this Agreement. Quantities purchased cannot be decreased during the relevant Subscription Term without the imposition of the applicable early termination charges. Usage based Charges (including Charges for international calls), Marketplace Service Charges, Change Order fees, and ancillary expenses (e.g. incurred in connection with the Professional Services, if any, such as travel, hotel and subsistence expenses; such expenses to be invoiced by Vonage at cost) are payable in arrears. Equipment purchase Charges are billable upon Acceptance of a Sales Order. Professional Services provided on a fixed price basis will be billed in advance and Professional Services provided on a time and material basis will be billed as completed monthly in arrears pursuant to the Payment Terms. An invoice for Professional Services will be sent promptly following Acceptance of the Sales Order, with payment due per the Payment Terms. Invoices will be sent by email to the address specified in Customer’s Account. The foregoing shall not apply to In-App Purchases. The terms of service for the app store from which Customer downloaded the mobile application shall govern the Payment Terms and taxes and fees for the in-app Services, if any, and such terms are hereby incorporated by reference. Overdue amounts other than amounts disputed in good faith bear interest at the lower of 1.5% per month or the maximum rate allowed by governing law. Vonage may suspend the Subscription Services upon prior written notice if Customer’s payment on any undisputed amounts remains overdue at the end of the tenth day following such notice. Customer agrees to supply Vonage with the information necessary for Vonage to complete an initial credit evaluation prior to providing Customer with access to the Services or the Vonage Equipment. Vonage may also update its information regarding Customer’s credit rating from time to time. Vonage may limit Customer’s purchasing of Item: 8
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additional Services or Vonage Equipment or require another form of payment such as auto-payment in its reasonable discretion based on changes in Customer’s creditworthiness or habitual payment delinquency.B. Pricing Pricing shall be set forth in the applicable Accepted Sales Order or as stated in the Vonage ordering portal and shall remain fixed until the end of the applicable Subscription Term. Upon auto-renewal of the Subscription Services, the Subscription Charges will increase by 7%. In the event Vonage continues to provide Services to Customer on a month-to-month basis following a committed term, Vonage reserves the right to increase pricing to Vonage’s then-current month-to-month pricing. C. CommitmentCustomer agrees it is responsible for the full value of each Sales Order effective upon Acceptance of the applicable Sales Order, subject to termination due to Vonage’s uncured default. Notwithstanding anything to the contrary herein, if Subscription Services are reduced or terminated other than due to a Party’s uncured default, all Charges due under the reduced or terminated Sales Order will be accelerated and Customer shall pay Vonage the sum of all unpaid amounts for Subscription Services actually provided, plus the remaining contracted Charges as of the date of termination through the end of the Subscription Term stated in the Sales Order(s), as well as any additional incurred Charges (e.g. usage, Equipment purchases, etc.); or, if such termination is prior to the Subscription Service Term Start Date, the total amount of the Sales Order, and applicable Taxes and Fees on all of the foregoing.D. Taxes and Fees Prices for Subscription Services and Equipment purchases do not include applicable Taxes, Fees, Duty and Customs charges. Customer will be solely liable for and will pay upon demand all Taxes, Fees, Duty and Customs charges associated with Customer’s purchase of Equipment, and access to or use of the Services as set forth in the applicable Invoice, and shall not deduct any such amounts, or any other withholdings, set-offs, or deductions, from owed amounts, but will not be responsible for taxes based on Vonage’s net income. Customer may present Vonage with an exemption certificate eliminating Customer’s and Vonage’s liability to pay certain Taxes. Once Vonage has approved the exemption certificate in writing, Customer shall be exempt from those Taxes on a go-forward basis. If a tax authority determines that Customer is not exempt from Taxes and assesses those Taxes, Customer shall pay those Taxes to Vonage, plus any Item: 8
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applicable interest or penalties. Customer may be charged Taxes and Fees by a marketing partner or authorized distributor for non-Vonage products and services sold or licensed by that marketing partner or authorized distributor in connection with a Sales Order. In addition, a regulatory recovery fee for every phone number assigned to Customer's account, including toll free and virtual numbers, may be charged monthly to offset costs incurred by Vonage in complying with inquiries and obligations imposed by regulatory bodies/governments and related legal and billing expenses. This recovery fee may also include recovery of costs for legal, intellectual property, cybersecurity, compliance and other related expenses, including those related to number portability, customer privacy protection and anti-fraud protection. This fee is not a tax or charge required or assessed by any government and may be recovered by Vonage through imposition of a surcharge on the cost of the Service. E. Billing DisputesBilling disputes must be initiated within ninety days of the disputed invoice date. Upon expiration of such ninety-day period, Customer waives its right to dispute any fees paid or payable to Vonage. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt Customer from timely paying any undisputed amounts. Other than as stated in this Agreement, fees paid are non-refundable.4. PROFESSIONAL SERVICES A. Performance a. Vonage will provide and Customer shall pay for Professional Services (set up/installation Charges) as applicable and as specified in the Sales Order(s) and/or SOW using trained and qualified personnel, who will provide such Professional Services in a professional and workmanlike manner.b.Customer’s exclusive remedy for breach of the foregoing shall be the re-performance of such Professional Services, except where Vonage is unable to re-perform the Professional Services, in which case, Customer may recover fees paid with respect to such deficient Professional Services by written claim no later than ninety days after the claimed deficient performance.
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c.Professional Services are available either on a time-and-materials or fixed-fee basis (as determined by Vonage) as described in the relevant Sales Order and/or SOW. Professional Service Fees may be subject to change if Customer modifies the scope of the Services or delays the Services to be installed.d.A change to the scope or execution of the Professional Services shall be agreed via Change Order prior to implementation of the changes. The Change Order shall set out the proposed changes and the likely effect on the Professional Services and/or the Professional Service Charges. e. Upon completion of the Professional Services, if the Customer uses the Subscription Services or part thereof for any purpose other than for testing, such use shall constitute Acceptance of the Subscription Services. f. Vonage may subcontract the performance of, or Customer may utilize a third-party to perform any or all of the Professional Services. Any subcontract by Vonage shall not affect Vonage’s liability to the Customer for the performance of its contractual obligations, and Customer shall be solely responsible for any Professional Services performed by Customer’s third-party. B. Scheduling The Parties will mutually agree upon the scheduling of Professional Services ordered by the Customer. Vonage shall use all reasonable efforts to meet the agreed-upon schedule. In the event Customer reschedules or cancels scheduled Professional Services, Vonage shall make reasonable efforts to mitigate incurred expenses and reschedule its resources to other engagements; provided that, to the extent Vonage cannot reasonably avoid such expenses or reschedule the applicable resources, Customer shall be responsible for such losses. In addition, in the event Customer reschedules the Professional Services and the rescheduling is not due to delays caused by Vonage, the Subscription Service Term Start Date will commence on the date stated in the Sales Order unless otherwise agreed by the Parties in writing. C. Cooperation Customer shall cooperate reasonably, timely, and in good faith with Vonage (including its subcontractors and personnel) in its performance of Professional Services, including by providing to Vonage in a timely manner and without charge (a) support as reasonably requested by Vonage; (b) information regarding health and safety rules and regulations and any other reasonable security requirements that apply at the applicable service location; (c) physical space, equipment, telephone and internet access, and access to other facilities; (d) access to appropriate and knowledgeable personnel; and (e) as Item: 8
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applicable, permissions, consents, or authorizations reasonably necessary to activate, maintain, inspect, or repair applicable Services or Vonage Equipment, including (if applicable) the right to access and enter the applicable service location upon reasonable prior notice.D. Special Install Costs Vonage may charge, and Customer shall pay, all recurring and nonrecurring costs, Charges and expenses incurred by Vonage for Customer’s benefit in connection with non-standard installation, delivery or implementation of the Services (collectively, the “Special Install Costs”). For clarification and by way of example, standard installation does not include (and the following may comprise a portion of any Special Install Costs) core drilling, wiring extensions for excessive distances, installation of new conduit runs, installation of water proof shielding, installation of aerial circuit runs, or removal of hazard materials, as determined by Vonage Business at its sole discretion, as well as after-hours installation of Services (“Non-Standard Installation”). Non-Standard Installation will be purchased by Customer as an additional Service. Non-Standard Installation is the installation of Services Monday to Friday between 5pm to 8am (local time), any time on Saturday and/or Sunday, and holidays. Non-Standard Installation will include appointment coordination, the provisioning of the Service, basic external wiring, call tests, and remote Vonage technical support as needed. Special Install Costs will be invoiced to Customer as soon as practicable following the Subscription Service Term Start Date for the applicable Services.E. Telephone Number Porting Vonage’s policies and procedures for telephone number porting is set forth here.5. FREE TRIAL SERVICES; BETA SERVICESA. Free Trial Services If Customer’s Sales Order or registration with Vonage includes a free trial (“Free Services”), then the applicable Services will be made available to Customer until (i) the end of the free trial period; (ii) the Subscription Service Term Start Date for Free Services, or (iii) the termination of Free Services for cause by Vonage, whichever is earlier. Any additional terms upon which the Free Services are provided as part of the trial registration process, are incorporated herein. Use of Free Services is subject to the terms and conditions of this Agreement. Customer agrees that Vonage, in its sole discretion and for Item: 8
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any or no reason, may terminate Customer’s access to the Free Services or any part thereof.B. Beta ServicesCertain Services or Software may be designated or offered as a beta version ("Beta Version") of a Service or Software, which may or may not be released as a full commercial service in the future. Customer may choose to try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to this Agreement. Customer agrees that Beta Versions may contain errors. The fact and existence of any Beta Version shall be deemed to be Vonage Confidential Information under this Agreement. NOTWITHSTANDING SECTION 11 (INDEMNIFICATION), VONAGE SHALL HAVE NO LIABILITY NOR INDEMNIFICATION OBLIGATIONS OF ANY KIND; WHERE LIABILITY CANNOT BE EXCLUDED BY APPLICABLE LAW, VONAGE’S LIABILITY IS LIMITED TO $500.00 USD. CUSTOMER WILL BE FULLY LIABLE FOR CUSTOMER’S USE OF SERVICES DURING ANY FREE TRIAL OR BETA SERVICE PERIOD, ITS INDEMNIFICATION OBLIGATIONS AND ANY BREACH OF THIS AGREEMENT.6. TECHNICAL REQUIREMENTS; EQUIPMENT a.It is Customer’s sole responsibility to ensure that it meets the minimum hardware, Software, connectivity, and other technical requirements for accessing the Subscription Services. Vonage’s minimum technical prerequisites are available upon request.b. Customer understands, acknowledges, and agrees that: (i) Customer must have a high-quality high-speed internet connection to use the Services; and (ii) Vonage is not providing an internet connection for Customer. Vonage does not control and is not responsible for: (a) Customer's internet connection; (b) the quality of Customer's internet connection; (c) any third party products and/or services related to Customer's internet connection; or (d) problems with the Services that are caused by or related to Customer's internet connection. Vonage will not contact any of the internet providers and/or service or product providers on Customer's behalf. c. Customer understands and acknowledges that use of the Services may require the use of certain Customer Equipment, Vonage Equipment, and/or Third-Party Equipment. Vonage’s Equipment Policy is set forth here and shall apply to all equipment used, purchased or leased in connection with the Services.
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7. SUPPLEMENTAL TERMS; POLICIES; APPS MARKETPLACEa.These Service Terms incorporate applicable Supplemental Terms set forthhere, which shall apply to the specific Third-Party Services purchased by Customer, if any. Certain Subscription Services may be subject to other third-party terms which shall be made available to Customer prior to the purchase of such Third-Party Services, and shall supersede any conflicting terms with respect to such Subscription Services. b. These Service Terms also incorporate all additional terms, conditions and policies that are set forth in an addendum, schedule or exhibit, as well set forth in the Legal Policy Center here under the heading “Unified Communications – VBC” (collectively, the “Additional Terms”), and supersede and replace all terms and conditions set forth in any documents issued by Customer, including purchase orders and specifications not agreed to in writing by the Parties. c.Vonage may update or replace the AUP, Privacy Policy, Copyright Policy, Telephone Number Porting Policy and Emergency Services Acknowledgement (“Policies”) from time to time (a “Policy Change”), and will provide notice to Customer either via email to the address on file, or through Customer’s invoice. If such Policy Change is (a) applicable to Customer, and (b) materially and detrimentally impacts the Services, upon receipt of notice, Customer will have thirty days to notify Vonage that such changes are materially and adversely impacting, stating specifically which changes are impactful. The Parties will then attempt to reach a mutually agreeable workaround agreement. If agreement cannot be reached, Vonage may either waive or modify the requirement to Customer's reasonable satisfaction. If Vonage does neither, then Customer can either, within thirty days following Vonage’s notice of its refusal to waive or modify the requirement, accept the Policy Change or terminate those Services affected without termination liability, without the right to continue to use those Services thereafter. Notwithstanding the foregoing, Customer’s right to object or terminate shall not apply to Policy Changes required by applicable law, regulation or governmental authority, or to changes required to protect the security and operability of Vonage, the Services, Vonage’s other customers.d.Vonage offers third party products and services on its App Marketplace (“Third-Party Apps”). When Customer subscribes to use such Third-Party Apps, Customer shall agree separately to the required terms of use or service with such Third-Party App provider (“App Terms”), in addition to these Service Terms. Vonage is responsible for the billing and collection of amounts owed to such third-party provider and to tax and regulatory authorities, and will charge Customer’s method of payment. Charges for these services will appear on Customer’s monthly Vonage invoice. Vonage will also handle all billing questions. Customer acknowledges that Vonage is not responsible for support or technical assistance with respect to any Third-Party App and that Customer’s use of the App itself is subject to the App Terms; Customer shall direct its App questions and support requests directly to the provider of the Third-Party App at the contact email address or number set forth on the Marketplace and/or in the App Terms. However, Customer may only modify or terminate Third-Party Apps or related accounts through the App Marketplace in order to modify or terminate billing for such Third-Party Apps. Failure to Item: 8
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do so through the App Marketplace will not modify or terminate billing, for which Customer is liable. Customer is solely responsible for its use of the Third-Party App, and will indemnify Vonage and its Affiliates against any and all claims arising from Customer’s misuse of the Third-Party App or its breach of the App Terms.e.Vonage may enter into marketing arrangements with marketing partners (each a "Marketing Partner") or resale/distribution agreements with authorized distributors (each an "Authorized Distributor") who market Vonage Services to prospective customers who then subscribe to these Service Terms. When these Service Terms are accepted by a Customer, the Customer is considered a customer of Vonage only with respect to Vonage Services. As an example, if the distributor of internet services also markets Vonage-branded solutions and a Customer subscribes to both internet services and Vonage Services with Vonage under these Service Terms, the customer is considered, with respect to Vonage Services, only a customer of Vonage. The terms, conditions and policies pursuant to a Marketing Partner or Authorized Distributor's contractual arrangement with Customer for other products and services may differ from these Terms of Service, Privacy Policy and other policies applied by Vonage to similarly situated customers, but such Marketing Partner's or Authorized Distributor's terms, conditions and policies will not apply to Vonage Services, nor supersede these Service Terms as applicable to Vonage Services. 8. INTELLECTUAL PROPERTY; CUSTOMER DATA AND DATA DELETION A. Customer Data. As between Customer and Vonage, Customer owns and reserves all right, title, and interest in Customer Data. Customer authorizes Vonage to use the Customer Data to provide the Services and perform in accordance with the Agreement. B. Retention and Deletion of Call Recordings and Voicemails. Except as agreed by Vonage and Customer in writing, Vonage shall delete Call Recordings and Voicemails as follows: a. if CX Contact Center Services, in accordance with data storage terms set forth in the CX Service Description set forth here; b.if VBC Services, call recordings are retained until Customer deletes the data, or the Service(s) are cancelled, or until Customer utilizes all allotted storage space. Customer may download the data at any time prior to cancellation or termination of Service(s). Voicemail messages are retained for 90 days from the date the message was recorded and 7 days after cancellation or termination of the Service(s).
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c.Following the stated retention periods, the VBC Call Recordings and Voicemails are purged.C. Suggestions.Customer’s suggested improvements to and feedback regarding the Services are not Confidential Information, and Customer grants to Vonage an unrestricted, irrevocable, fully paid-up, and non-exclusive right to use such suggestions and feedback for any purpose. D. Vonage Services and Vonage Content.Vonage owns and reserves all right, title and interest in and to the Services and all improvements, modifications, and derivative works thereof. Other than the Customer Data, all Vonage Content is as between Customer and Vonage owned by Vonage. Customer shall not (and shall not allow third parties to) (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of Vonage Content, except to the limited extent applicable laws specifically prohibit such reverse-engineering restrictions; or (ii) alter, modify, translate, or otherwise create derivative works of any part of the Vonage Content, except as may be authorized by specific licensing terms accompanying certain Software. E. Other Rights.Except as explicitly granted herein, neither Party is granted a license or other right (express, implied, or otherwise) to use any trademarks, copyrights, service marks, logos, trade names, patents, trade secrets, or other intellectual property of the other Party or its Affiliates without the express prior written authorization of the other Party. F. Restrictions. The Services may contain Vonage Content provided by Vonage, Vonage’s partners and customers, or other third parties, that are subject to and protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Customer shall abide by and maintain all copyright notices, information, and restrictions contained in any Vonage Content accessed through the Services.
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9. CONFIDENTIALITY AND DATA PROTECTIONA. Confidential Information“Confidential Information” means any non-public information or data, regardless of whether it is in tangible form, disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure, including the material terms of this Agreement. The terms of the Agreement are the Confidential Information of both Parties. Neither Party may identify the other Party using its name, trademarks, and/or logos in marketing collateral, press releases, presentations, websites, and/or case studies without the other Party’s written consent. Confidential Information does not include any information which: (i) is publicly available through no fault of receiving Party, (ii) was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party, (iii) was properly disclosed to receiving Party, without restriction, by another person without violation of disclosing Party’s rights, or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. B. Restrictions Each Party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of the Agreement (and for Vonage to provide the Services) and it will not disclose such Confidential Information to any third party without the other Party’s prior written consent, except as otherwise permitted hereunder or for Vonage to provide the Services or make other uses and disclosures identified in Vonage’s Privacy Policy. Each Party agrees to exercise due care in protecting the other Party’s Confidential Information from unauthorized use and disclosure. Each Party may also disclose the Confidential Information of the other Party to its employees, representatives, actual or potential investors, and subcontractors who have a need to know and are bound to keep such information confidential consistent with the terms of this section. In addition, Vonage may disclose the Agreement under a comparable non-disclosure agreement in response to a third-party due diligence request supporting a financing or non-ordinary course of business corporate transaction. Either Party may disclose the Confidential Information of the other as required by law, legal process, or court order; provided that, subject to applicable law, it promptly notifies the other Party of such required disclosure in order to allow the other Party to seek a protective order or other appropriate remedy. C. Data Security Vonage agrees to use commercially reasonable efforts to safeguard the security of Customer Data it handles, stores, processes, or transmits within its reasonable span of Item: 8
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control in accordance with applicable law. If Vonage discovers or is notified of a breach of security relating to Customer Data, Vonage shall promptly (a) notify Customer of such breach; and (b) if the applicable Customer Data was within the reasonable span of control of Vonage at the time of such breach, Vonage shall: (i) use commercially reasonable efforts to mitigate the effects of the breach; and (ii) take commercially reasonable steps to institute safeguards that are designed to prevent or attempt to prevent the recurrence of such breach.D. Personal Data Processing of personal data by Vonage on behalf of Customer shall be subject to the terms of the Vonage Data Processing Addendum (“DPA”), which is automatically incorporated into the Agreement by this reference.10. WARRANTIES AND DISCLAIMERS. A. Vonage Warranty Vonage will provide the Services using a commercially reasonable level of skill and care, in material compliance with all applicable laws and otherwise subject to the terms of this Agreement. To the extent permitted by law, Vonage shall pass through to Customer any and all warranties Vonage receives in connection with equipment provided to Customer. The Services will be provided substantially in accordance with the applicable Service Level Agreement. Customer’s exclusive remedy and Vonage’s entire liability for a breach of this Section are set forth in the applicable Service Level Agreement and Section 13 (Termination). B. Customer Warranty Customer and its Authorized Users’ use of the Services must at all times comply with all applicable laws and this Agreement. C. Assumption of Risk Vonage has no special relationship with or fiduciary duty to Customer. Notwithstanding anything to the contrary herein, Vonage shall have no liability for acts, faults, or omissions of any third party telecommunications systems, networks, or operators (including, without Item: 8
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limitation, suspension or termination of Vonage’s connections, or faults in or failures of such apparatus or network).D. Disclaimer of WarrantiesEXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SALES ORDER, OR APPLICABLE SERVICE LEVEL AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND VONAGE CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY (E.G., AS TO LATENCY AND THROUGHPUT), AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. VONAGE, AND VONAGE’S SUPPLIERS, PARTNERS, AND LICENSORS, AND EACH OF VONAGE’S AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DO NOT WARRANT (AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES) THAT: (I) THE SERVICES (OR ANY MOBILE OPERATORS) WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED, (III) THE CONTENT ON THE VONAGE WEBSITES OR SERVICES (OR ANY THIRD PARTY SITES OR SERVICES LINKED THERETO) IS ACCURATE, ERROR-FREE, OR COMPLETE, OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. VONAGE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT OF, COMMUNICATION BY, OR PRODUCT OR SERVICE ADVERTISED OR OFFERED BY, A THIRD PARTY THROUGH THE SERVICES, AND VONAGE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND THIRD PARTIES. EXCEPT AS OTHERWISE AGREED IN A BUSINESS ASSOCIATE AGREEMENT SIGNED BY VONAGE, VONAGE MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES OR THEIR USE WILL COMPLY WITH HIPAA OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA, AND IS RELEASED FROM ANY LIABILITY FOR ITS ACTS OR OMISSIONS RELATING TO HIPAA. 11. INDEMNIFICATION A. By Customer Customer agrees to defend, indemnify, and hold harmless Vonage, its Affiliates, and each of their respective employees, licensors, contractors, directors, officers and representatives, from and against any damages, liabilities, claims, demands, obligations, Item: 8
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losses, fines, penalties, and expenses (including reasonable attorney’s fees) (collectively, “Losses”) incurred in connection with claims made or brought by a third party arising from or relating to: (i) use of the Services in a manner not authorized by this Agreement, including violations of the AUP or applicable law, by Customer, its Affiliates, or its or their Authorized Users, employees, agents, or subcontractors; (ii) claims relating to Customer Data; or (iii) gross negligence, fraud or willful misconduct of Customer, its Affiliates, or its or their employees, agents or subcontractors.B. By Vonage Vonage agrees to defend, indemnify and hold harmless Customer from and against any Losses incurred in connection with claims made or brought by a third party arising from or relating to (i) infringement of third-party Intellectual Property Rights due to Customer’s authorized use of the Services (other than Customer Data); or (ii) gross negligence, fraud or willful misconduct of Vonage or its employees, agents, or subcontractors. Notwithstanding any of the foregoing, Vonage shall have no liability for Losses arising out of (x) any combination, operation, or use of the Services with any hardware, software, or services not provided by Vonage, except to the extent such combination, operation, or use is necessary for the use of the Services; or (y) use of any sample or reference code made available by Vonage or any third party, via the Vonage Website or otherwise.C. ProcedureThe indemnified Party shall notify indemnitor promptly after the indemnified Party learns of the existence of an indemnifiable claim hereunder; provided, however, that failure to give such notice shall only affect the rights of the indemnified Party to the extent that indemnitor is prejudiced. The indemnified Party shall not admit any liability whatsoever. The indemnitor shall be entitled to take sole control of the defense and investigation of the indemnifiable claim at its own expense, by providing prompt written notice to the indemnified Party. The indemnified Party shall cooperate in all reasonable respects with the indemnitor and its attorneys in the defense of the claim (including by making available books, records, and personnel), and may reasonably participate at its own expense, through its attorneys or otherwise, provided that such participation does not interfere with the indemnitor’s defense. All settlements of indemnifiable claims under this Section shall: (i) be entered into only with the indemnified Party’s consent if such settlement requires any admission of guilt or imposes any restriction or obligation on the indemnified Party; and (ii) include an appropriate confidentiality agreement prohibiting disclosure of the terms of such settlement. 12. LIMITATION OF LIABILITY Item: 8
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A. ExclusionsTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR VONAGE’S SUPPLIERS, LICENSORS, PARENT, SUBSIDIARY, AFFILIATE, CONTENT PROVIDERS, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE UNDER ANY CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, LOST PROFITS, GOODWILL, REVENUE, INCOME OR BUSINESS, DATA LOSS, INTERRUPTION OF BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS, OR SERVICES (HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); B. Direct Damages; Limitationsa.VONAGE'S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS PAID OR ARE PAYABLE TO VONAGE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM SUBJECT TO THIS SECTION. THE PARTIES ACKNOWLEDGE AND ACCEPT THE REASONABLENESS OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION. b.NOTWITHSTANDING THE PROVISIONS IN THIS SECTION, NOTHING IN THIS AGREEMENT SHALL LIMIT FINANCIAL LIABILITY IN RESPECT OF THE CUSTOMER’S PAYMENT OBLIGATIONS, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, OR EITHER PARTY’S LIABILITY FOR DEATH, BODILY INJURY, OR DAMAGE TO TANGIBLE PERSONAL PROPERTY, OR ANY OTHER ACT OR OMISSION FOR WHICH LIABILITY SHALL NOT BE LIMITED UNDER APPLICABLE LAW.13. TERM AND TERMINATIONA. TermThis Agreement shall be effective beginning on the Effective Date and continue for so long as Services are being provided to Customer.
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B. TerminationEither Party may terminate the Agreement for cause: (i) if the other Party is in material breach of the Agreement and has failed to cure such breach within thirty days after written notice thereof, or (ii) upon the other Party’s liquidation, commencement of dissolution proceedings, disposal of substantially all assets, failure to continue its business in the ordinary course, assignment for the benefit of creditors, or becoming the subject of a voluntary or involuntary bankruptcy or similar proceeding.C. Effect of Termination and SurvivalUpon termination of the Agreement, and without limiting any of Vonage’s other remedies hereunder: (i) Customer remains liable for all Charges and any other obligations accrued and owed by Customer through the effective date of such termination, and (ii) except in the case of termination owing to Vonage breach, Customer remains liable for all Charges and any other obligations accrued and owed by Customer from the date of termination through the end of the contracted Service Term, and (iii) except as expressly set forth herein, all of Customer’s rights and licenses under the Agreement will immediately terminate and Customer shall cease using the Services. All amounts accrued or owed to Vonage in connection with the Agreement, and any other provisions which by their nature would reasonably survive, shall survive any termination of the Agreement. Following any suspension or termination of the Agreement or Customer’s Account other than for breach, Customer may request any post-termination assistance that Vonage may elect to make generally available with respect to the Services, subject to and conditioned upon Customer’s advance payment of any applicable fees and acceptance of all terms and conditions that Vonage specifies in writing with respect thereto.14. NOTICESa. Vonage shall send notices hereunder via email to the email address Customer provides in its Account. It is Customer’s responsibility to keep its email address current, and Customer will be deemed to have received any email sent to the last known email address Vonage has on record for Customer.b.Customer shall send notices hereunder as follows:i. Formal Legal Notices - via email to [email protected]. Billing Disputes- via email [email protected].
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iii. Cancellation/Non-Renewal of Services- by contacting Vonage Customer Care, or Customer’s account manager via email..c. The addresses to which notices may be given by either Party may be changed upon written notice given to the other Party pursuant to this Section (Notices) or by Customer via the Customer portal. 15. EMERGENCY SERVICESBY USING THE SERVICE AND/OR VONAGE EQUIPMENT, CUSTOMER ACKNOWLEDGES THE LIMITATIONS OF VONAGE’S EMERGENCY SERVICE AS DESCRIBED IN ITS EMERGENCY SERVICES POLICY, AS WELL AS THOSE SET FORTH IN THIS SECTION. CUSTOMER AGREES AND ACKNOWLEDGES THAT WHILE MOST VONAGE SERVICES OFFER ACCESS TO APPLICABLE EMERGENCY SERVICES, OTHERS MAY NOT. CUSTOMER IS ADVISED TO THOROUGHLY READ AND UNDERSTAND THE APPLICABLE EMERGENCY SERVICES ACKNOWLEDGEMENT AND THE OPTIONS AVAILABLE. CUSTOMER ACKNOWLEDGES THAT IT ASSUMES THE RISKS ASSOCIATED WITH THE EMERGENCY SERVICE LIMITATIONS AS SET FORTH IN THE EMERGENCY SERVICES DISCLOSURE NOTICE AND ACKNOWLEDGMENT. 16. GOVERNING LAW AND VENUEThis Agreement shall be governed by and construed in accordance with the laws of the country indicated on Schedule 2 based on Customer’s domicile, in any case without reference to conflicts of law rules, and jurisdiction and venue for all claims shall be held in accordance with Schedule 2. The United Nations Convention on Contracts for the International Sale of Goods shall be inapplicable hereto. 17. ARBITRATION AND DISPUTE RESOLUTIONA. Management Resolution In the event either Party has a dispute or claim against the other Party, the disputing Party shall provide written notice to the other Party per Section 14 (Notices). The Parties agree to escalate disputes (other than invoice disputes) to their respective management, who will use commercially reasonable efforts to resolve the dispute by consulting with each other in good faith to reach an equitable resolution satisfactory to both parties within thirty days of the receipt of notice. Neither Party shall pursue or commence proceedings Item: 8
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regarding the dispute in any court, administrative arbitral, or other adjudicative body prior to engaging in such consultations and negotiations.B. Binding ArbitrationIf negotiations fail to resolve the dispute within thirty days, and/or small claims court is not a valid option due to the size or nature of the claim, all disputed claims (except for claims relating to Intellectual Property Rights, indemnity, or confidentiality obligations, fraudulent or unauthorized use, theft, or piracy of service, or matters relating to injunctions or other equitable relief) must be resolved by binding arbitration before a single arbitrator, in the English language. This agreement to arbitrate is intended to be given the broadest possible meaning under applicable law. The initiation of an arbitration dispute shall not otherwise prevent Vonage or Customer from terminating Services in accordance with the Agreement. C. Location and Procedure A Party who intends to seek arbitration must first send to the other Party a written notice of dispute per Section 14 (Notices), which must describe the nature and basis of the dispute and set forth the specific relief sought. The arbitration location and arbitration organization will be according to the terms of Schedule 2, based on the principal business location of Customer. The amount of any settlement offer made by Customer or Vonage shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Customer or Vonage is entitled. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. The prevailing Party in any action or proceeding to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs. D. Jury Trial and Class Action Waiver Subject to applicable law, each Party waives its right to a trial by jury for claims subject to arbitration hereunder. The arbitrator may award relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party's individual claim. The arbitrator may not award special, indirect, punitive, incidental or consequential damages. CUSTOMER MAY BRING CLAIMS AGAINST VONAGE ONLY IN CUSTOMER’S INDIVIDUAL CAPACITY AND NOT AS A CLAIMANT / PLAINTIFF, CLASS MEMBER OR GROUP ACTION IN ANY PURPORTED CLASS OR GROUP ACTION OR REPRESENTATIVE PROCEEDING AND CUSTOMER EXPRESSLY Item: 8
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WAIVES ITS RIGHT TO BRING A CLASS OR GROUP ACTION SUIT. The arbitrator may not consolidate more than one person's or entity's claims and may not otherwise preside over any form of a representative or class proceeding.E. Equitable Relief Notwithstanding the foregoing, each Party shall be entitled to enforce its Intellectual Property Rights and seek equitable relief in any court of competent jurisdiction at any time.18. MISCELLANEOUS A. Entire Agreement; Headings This Agreement constitutes the entire agreement between Customer and Vonage with respect to the Services, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the Parties with respect thereto. The section and paragraph headings in the Agreement are for convenience of reference only and shall not affect their interpretation. No oral or written information or advice given by Vonage or its employees and other representatives will create any obligations or warranty on behalf of Vonage unless otherwise agreed in a writing signed by an authorized Vonage representative. Any purchase orders, confirmations, payment documentation, or other terms provided by Customer, even if signed by the Parties after the date hereof, shall have no force or effect. In the event that the Parties have executed versions of the Agreement drafted in more than one language, the English language version shall govern and prevail. Customer represents that Vonage has made no commitments or promises orally or in writing with respect to delivery of any future features or functions. In relation to any future features or functions, all presentations, RFP responses, and/or product roadmap documents, information or discussions are informational only and are not the basis for, nor part of this Agreement or any Sales Order.B. Modifications and Waivers Except as expressly provided elsewhere in the Agreement, the Agreement may not be changed or modified, nor may any provisions hereof be waived, nor may any consent or confirmation be considered to have been given, except by an agreement in writing signed by the Party against whom enforcement of the change or modification is asserted, and any such modification, change, waiver, consent, or confirmation on Vonage’s behalf may only be given by an authorized signatory of Vonage. The failure of either Party to exercise Item: 8
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in any respect any right provided for herein shall not be deemed a waiver of any other rights hereunder.C. SeverabilityIf any provision of the Agreement, or any part thereof, is found to be unenforceable or invalid, that provision will be (to the minimum extent necessary) replaced by a valid and enforceable provision the effect of which comes as close as possible to the intended economic effect of the unenforceable or invalid provision, so that the Agreement will otherwise remain in full force and effect. D. Force MajeureNeither Party is liable for any failure of performance (other than for delay or performance in the payment of money due and payable hereunder) to the extent such failure is due to any cause or causes beyond such Party’s reasonable control, including acts of God, fire, explosion, vandalism, adverse weather conditions, governmental action, acts of terrorism, strikes and similar labor difficulties, war, pandemic, sabotage, or denial of service attacks. Neither Party’s invocation of this clause will relieve Customer of its obligation to pay for any Services actually provided or permit Customer to terminate any Services except as expressly provided herein. The affected Party shall make all reasonable efforts to mitigate the effects of the force majeure event on the performance of its obligations under this Agreement. E. Relationship of the Parties; No Third-Party Beneficiaries The relationship of the Parties shall not be that of partners, agents, or joint venturers for one another, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between the Parties for any purpose. Vonage and Customer are independent contractors and shall discharge their contractual obligations at their own risk subject to the terms of the Agreement. Except as explicitly stated herein, nothing in the Agreement shall confer upon any third parties any rights, benefits, or remedies. F. Assignment This Agreement inures to and is binding upon the Parties’ successors and permitted assignees. Neither Party shall assign the Agreement without the other Party’s prior written Item: 8
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consent, not to be unreasonably conditioned, withheld or delayed; provided that such assigning Party may, without consent, but with reasonable prior written notice, assign its rights and obligations hereunder to any parent, affiliate, or subsidiary of such assigning Party or pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all its assets; provided, further, that with respect to an assignment by Customer, (i) the successor shall not provide services that compete with Vonage; (ii) the successor must be at least as creditworthy as Customer, as reasonably determined by Vonage; (iii) the successor shall agree in advance and in writing to assume and be bound by all provisions of the Agreement, and shall deliver to Vonage upon request fully-executed documents reasonably acceptable to Vonage establishing the terms of such an assignment; (iv) such assignment may not constitute or result in a violation of applicable trade control, export, or other law; and (v) Customer shall remain liable for all of Customer’s obligations that accrued prior to such assignment. Any assignment by a Party other than as permitted by this section shall be void and of no force or effect. G. Trade Compliance By using the Services, Customer represents and warrants that (i) its use of the Services will not violate any embargoes, sanctions, trade restrictions, or similar restrictions issued by any applicable governmental entity; and (ii) Customer, its Affiliates, and its Authorized Users have not been designated by any applicable government or any government agency as a prohibited or restricted party under any trade restrictions, export laws, or the like. Customer shall not use the Vonage Website or Services for any purpose prohibited by applicable law, including the development, design, manufacture, or production of missiles, or nuclear, chemical or biological weapons. Customer may not use, export, re-export, import, or transfer any technology or data related to the Services except as authorized by the Agreement and all applicable laws, rules, and regulations. H. Government Terms If Customer is an agency, department or other entity of any government, then any use, modification, duplication, reproduction, release, performance, display, transfer, or disclosure of the Services and accompanying documentation shall be governed solely by this Agreement. Any other use shall be prohibited and no other rights are granted. I. Authority and Execution Each Party represents that (i) it has full authority to enter into and perform under this Agreement; (ii) the person accepting the Sales Order(s) and any other applicable documents on its behalf is properly authorized; and (iii) it has read the Agreement, Item: 8
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understands it, and agrees to be bound by all of its terms, conditions, and provisions. This Agreement shall become effective upon Acceptance of a Sales Order. Electronic Acceptance of Sales Orders and any other applicable documents, and the incorporation by reference of this Agreement into all applicable documents shall be deemed valid, binding and enforceable by and against both Parties. J. Basis of Bargain; Failure of Essential PurposeCustomer acknowledges and agrees that Vonage has established its prices and entered into this Agreement in reliance upon the limitations and exclusions of liability and the warranty disclaimers set forth in this Agreement, and that they are an essential basis of the bargain between the parties and are material terms of this Agreement. The Parties agree that the limitations and exclusions of liability and warranty disclaimers specified in this Agreement will survive and apply even if found to have failed their essential purpose, and Customer hereby waives its right to contest the enforceability of any provision of this Agreement by reason of such failure. K. Export ComplianceThe Services and any derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on the United States’ government denied-party list. Additionally, the Customer shall not permit its Authorized Users to access or use the Services while located in a United States embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any United States’ export law or regulation. L. Order of PrecedenceIn the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the DPA and BAA (if applicable); (b) the Sales Order; (c) Product-Specific Terms (where relevant); (d) the Service Descriptions and Service Level Agreement (if applicable); (e) this Agreement; (f) the Statement of Work (if applicable). M. Choice of Language Each Party hereby confirms its express wish that this Agreement and all related documents be prepared in the English language only.
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N. SurvivalSurvival. The terms and conditions of this Agreement will survive the expiration or other termination of this Agreement to the fullest extent necessary for their enforcement and for the realization of the benefit thereof by the Party in whose favor they operate. SCHEDULE 1Definitions“Acceptance” of an Sales Order (or “Accepts” or “Accepted”) shall mean (a) with respect to the Customer: (i) clicking a box indicating acceptance; (ii) executing a Sales Order, amendment or Change Order, (iii) using Vonage’s online portal to order Services; (iv) conveying Sales Ordering instructions to Vonage followed by implementation of such Sales Order instructions; (v) using free or N/C Services; and (b) as to Vonage, the written or electronic confirmation of its acceptance of an Sales Order.“Account” means the numbered account established with Vonage and associated with Customer and the Services provided to Customer under this Agreement. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.“Agreement” means a Sales Order, this Agreement, and all applicable documents incorporated by reference and/or mutually Accepted by the Parties, which shall collectively form a legally binding agreement.“AUP” means the Acceptable Use Policy accessible here.“Authorized User” means the authorized individual accepting this Agreement on behalf of Customer, and to whom Vonage has supplied a user identification and password. Authorized Users may include, for example, employees, consultants, contractors and Item: 8
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agents of Customer and its Affiliates, and third parties with which Customer authorizes to access Customer’s Account and use the Services.“Change Order” means any mutually agreed change to a SOW affected by a Change Order form, signed by the Customer and Vonage detailing the relevant change.“Charges” or“Subscription Charges”means the charges and fees payable under this Agreement.“Customer” means the customer identified in the Sales Order.“Customer Data” means all data, information or material submitted by the Customer or the persons to whom the Customer Data relates, or Authorized Users to the Subscription Services, in connection with Customer’s use of the Services.“Customer Equipment” means any equipment, software, software data storage, systems, cabling or facilities provided by the Customer and used directly or indirectly with the Services. “Customer Location”means the physical location(s) where the Services are provided.“Effective Date” means the date of acceptance or execution of the applicable Sales Order. “Initial Term” means the initial term of the Subscription Services as stated on a Sales Order. “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.“Marketplace” means an online exchange, catalogue or marketplace of applications, sponsored or operated by Vonage, that interoperate with the Services. “Other Data” means information obtained by Vonage from publicly available sources or its third-party content providers and made available to Customer through the Services, Beta Services or pursuant to a Sales Order.“Payment Terms”means the period of time Customer is required to remit payment for an invoice in full, without deduction or set-off, as stated in the Sales Order.
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“Professional Services” means the set-up, installation, configuration and other professional services identified in a Sales Order (and more fully described in an applicable SOW) that are to be provided by Vonage in connection with the Subscription Services.“Professional Service Fees” means the fees for the Professional Services as set out in the Sales Order.“Renewal Term” means the period immediately following expiration of the Initial Term which is the same duration as the Initial Term except as otherwise set forth in the Sales Order or amendment. “Sales Order” means the Vonage Services ordering document, electronic or paper format, (together with any schedules), accepted by Customer and Vonage detailing the specific products and Services purchased by the Customer. By entering into a Sales Order Customer agrees to be bound by the terms of this Agreement. “Service Description” means individually or collectively the documentation that describes the Subscription Services. “Services” or “Subscription Services” means all products, software and services provided under this Agreement (including Vonage Equipment) that are ordered by Customer, which are provided on a recurring or subscription basis, and for which the Customer pays one or more Charges, and that are provided by Vonage as detailed on the Sales Order. Services exclude non-Vonage products and services and Other Data. “Shipping and Handling” means any fees and costs payable by Customer to Vonage in connection with packaging, shipping, or processing Vonage Equipment or purchased equipment to a Customer Service location. "Software" means proprietary software (including documentation relating to such software) owned or licensed by Vonage, or which Vonage has a right to sublicense under this Agreement, which software is either provided to Customer under this Agreement or is used by Customer in connection with the Services. “Statement of Work” or “SOW” means the document signed by Parties which describes the Professional Services to be provided. “Subscription Services Invoicing Frequency” means the intervals at which Vonage will deliver its invoices for Subscription Charges as detailed on the Sales Order. “Subscription Term” means the term of the Subscription Services and shall include the Initial Term together with any Renewal Term. The term of Subscription Services shall be as specified in the applicable Sales Order. “Subscription Service Term Start Date” means the date that the Account is created, Customer has platform access, the subscription licenses are first made available Item: 8
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(activated), and the Subscription Term and payment obligation for the Subscription Services commences.“Taxes and Fees”means those country, province, federal, state, or local taxes, including without limitation, use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments, and withholdings assessed against Customer or the Subscription Services, equipment purchases and Professional Services. Taxes and Fees do not include Vonage fees, recovery fees and surcharges that may be imposed on specific Services, and which are described in the applicable Sales Order and/or Invoice.“Usage Charges” means the variable, usage-based charges payable by the Customer for connected minutes of telephony not falling within a relevant bundle of pre-purchased connected minutes of telephony or other monthly recurring charges for Services including minutes of telephony, or for SMS texts (if any) at the rates set out in the applicable Service Description or as otherwise defined in the Agreement. “Vonage” means the Vonage business entity identified on the Sales Order. “Vonage Content” means all content made available by Vonage through the Vonage Website or the Services. “Vonage Business Communications Services” or “VBC Services” means the telephony, conferencing, messaging and related Subscription-based services. “Vonage Contact Center Services or VCC Services” means the contact center services provided by Vonage. “Vonage Equipment” means all equipment that is used, leased or otherwise provided by Vonage to Customer for use in connection with the Services, including phone hardware (e.g., phones, routers, switches, SD-Wan devices, and battery backup). Vonage Equipment does not include Customer Equipment or Third-Party Equipment. “Vonage Website” means the website set forth at https://www.vonage.com/ and/or other localized Vonage website as may be available or applicable in certain countries, through which Vonage’s products and services are described, as well as the online administrative portal through which Customer manages the Account and/or can makeadditional purchases for the Account.
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SCHEDULE 2Vonage Contracting Entities, Governing Law, VenueCustomer Domiciled InSupplier Contacting Entity Address For Notices Governing Law Courts Having Exclusive JurisdictionArbitration Association and Place of ArbitrationEurope, Middle East or Africa Vonage Business Limited, a company registered in England and Wales. Registered Number: 3602868 Legal Department,Vonage Business Limited Rosalind House, Jays Close,Basingstoke, Hampshire, RG22 4BS, UK England EnglandLondon Court of International Arbitration (LCIA) having its seat of arbitration in London North America or South AmericaVonage Business Inc., a company registered in theUnited States of America.Registered Number: 4437638 Legal Department,23 Main Street, Holmdel, NJ 07733Email: [email protected] Delaware Delaware American Arbitration AssociationThe Asia Pacific Region Vonage Australia Pty Ltd,a company registered in Australia. Registered Number: 153693326 Legal Department,Level 12680, George Street, Sydney, NSW 2000, Australia New South Wales, Australia New South Wales, AustraliaThe Institute of Arbitrators & Mediators Australia having its seat in Sydney Item: 8
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SCHEDULE 3Country-Specific TermsThe following additional terms and conditions (“Country-Specific Terms”) shall apply if and to the extent the Customer is domiciled under the laws of one of the countries listed below. In the event of a conflict between the Country-Specific Terms and the other provisions of the Agreement, the Country-Specific Terms shall prevail.AustraliaExcept to the extent permitted by law, nothing in this Agreement has the effect of excluding, restricting or modifying:1. The application of any Consumer Guarantee that applies to the supply of the Services (“Consumer Guarantees” means, if applicable to the Parties, the consumer guarantees in Division 1 of Part 3-2 of the Australian Consumer Law); 2. The exercise of a right under any Consumer Guarantee that applies to the supply of the Services; or 3. Any liability of Vonage for a failure to comply with a Consumer Guarantee that applies to the supply of the Services.4. To the extent permitted by law, Vonage’s liability for breach of any Consumer Guarantee is limited,at the Vonage’s option to: i. the re-supply of the Services that breached the Consumer Guarantee; orii. the payment of the cost of having those Services supplied again. Belgium Customer may terminate a Sales Order for convenience at any time, provided that (a) if Customer terminates the Sales Order for convenience prior to the end of the sixth month of the Subscription Service Term, it shall be liable to Vonage for all Charges that would have been due under the applicable Sales Order through the end of the sixth month of the Subscription Service Term; and (b) Customer shall not be liable for any early Item: 8
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termination charges if it terminates the Sales Order for convenience on or after the end of the sixth month of the Subscription Service Term.CanadaEach Party hereby confirms its express wish that this Agreement and all related documents be prepared in the English language only. Les parties reconnaissent avoir exigé que le présente convention et tous les documents connexes soient rédigés en anglais seulement.European Union The following terms (“EU Terms”) shall apply to the extent the Customer is organized under the laws of a Member State of the European Union. 1. Changes to the Agreement. A unilateral change to the Agreement by Vonage shall be effective thirty days after Vonage provides notice to Customer. If Customer reasonably objects to such change and such change is not to the exclusive benefit of Customer, it may terminate the Agreement by providing notice of termination to Vonage no later than thirty days following Vonage’s notification of the change to Customer. 2. Use of Customer Data. Customer shall ensure that Vonage is enabled to use all Customer Data (including content) necessary to provide the Services). 3. Primary Characteristics of Services. The primary characteristics of the Services will remain available to the Customer during the Subscription Service Term of the Agreement.4. Waiver of Certain Provisions of the European Electronic Communications Code. If Customer is a microenterprise, small enterprise, or not-for-profit organization (as defined under European Union law), it hereby explicitly waives the applicability of sections 102, 105, and 107 of Directive 2018/1972 of the European Parliament and of the Council of December 11, 2018 establishing the European Electronic Communications Code (“EECC”), and any Member State law or regulation implementing these EECC provisions.GermanyCustomer may dispute an invoice by providing written notice within eight weeks after receipt. Handling of the dispute shall be in accordance with the German Telecommunications Act.
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Sweden1. Limits on Usage Charges. Customer may at any time during the Term, free of charge, request the Services be suspended when call and other charges have reached an amount specified by Customer. The specified amount may be amended by Customer without additional charges. 2. Blocking High-Cost Calls. Customer may at any time during the Term, free of charge, request that numbers with elevated calling fees be blocked.The NetherlandsNo limitations on liability shall apply to losses arising from Vonage’s deliberate recklessness or intentional misconduct. United Kingdom1.Waiver of Certain Provisions of the European Electronic Communications Code.If Customer is a microenterprise, small enterprise, or not-for-profit organization (as defined under European Union law), it hereby explicitly waives the applicability of sections 102, 105, and 107 of Directive 2018/1972 of the European Parliament and of the Council of December 11, 2018 establishing the European Electronic Communications Code (“EECC”), and any Member State law or regulation or the UK General Conditions of Entitlement (GCs) implementing these EECC provisions. 2. Emergency Services. 2.1 For Customers accessing the Telephony Services via a VBC-UK Plan; where such service is fully operational, 999/112 public emergency call services can be accessed from within England, Wales, Scotland and Northern Ireland. However, the Customer understands and acknowledges that Users may experience some service limitations as follows:
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2.1.1 If using the Telephony Services outside England, Wales, Scotland and Northern Ireland a User will not be able to call emergency services for the country in which the User is located. The Customer is responsible for ensuring that a line from another communications provider is set up to call emergency services within the relevant country. 2.1.2 If there is a Telephony Service outage for any reason, such outage may prevent access to 999/112 dialing.2.1.3 The Customer must register with the Supplier the primary physical location where it will be using the Telephony Service. The Customer’s main location will be registered as a part of receiving the Telephony Service. It is the Customer’s responsibility to maintain the accuracy of its location address if there are any changes. The Customer can do this by telephoning the Supplier’s support team on 0800 316 1317 or +44 207 760 8888. If the Customer fails to update the Supplier with changes, it may or may not be possible for emergency operators and authorities to identify the User’s location and phone number when he/she dials 999/112. Location information of the Customer’s main office (as notified) will only be provided to emergency services; extension information may not be provided to emergency services. When dialing 999/112, the User will need to state his/her location and phone number promptly and clearly, as emergency operators and authorities may not have this information. 2.1.4 Emergency operators and authorities may or may not be able to identify the User’s phone number in order to call the User back if the call is unable to be completed, is dropped or disconnected, or if the User is unable to speak to state his/her phone number and/or if the Telephony Service is not operational for any reason. Emergency operators and authorities may also not be able to hold the line open in the event that the User hangs up. 2.1.5 The Customer agrees to inform Users and potential users of the Telephony Service of the above limitations and understands and accepts that it should always have an alternative means of accessing 999/112 emergency services. 2.1.6 If the Supplier has cause to suspend the Telephony Service, a User will still be able to dial 999. 2.2 Outbound dialling to emergency services is not available if the Telephony Services are accessed via the Vonage Contact Centre contact-pad (which is the interface used by Authorized Users providing voice capabilities, features and functions). 2.2 Outbound dialing to emergency services is not available if the Telephony Services are accessed via the Vonage Contact Centre contact-pad (which is the interface used by Authorized Users providing voice capabilities, features and functions).
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3.Number Porting.3.1 Although unlikely, number portability (which is the process for moving Customer’s telephone number from one communications provider to another) may not be possible. If the Customer wishes to port its telephone number to the Supplier or its telephone number from the Supplier to another provider, the Supplier cannot guarantee that the Customer will be able to retain its telephone number.
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ADDENDUM TO VONAGE BUSINESS SERVICE TERMSSales Order #(s): 626491,626490, 626489This Addendum is executed by and between Vonage Business Inc. ("Vonage Business") and the customer identified in the signature block below ("Customer") in connection with the above-referenced Sales Order ("Sales Order"). This Addendum supplements or amends the terms and conditions set forth athttps://www.vonage.com/legal/unified-communications/tos/global-vbc-tos/(the "Service Terms"), which are referenced in and made part of the Sales Order. To the extent of any inconsistency between this Addendum and the Service Terms, this Addendum will control. Except as amended or supplemented by this Addendum, the Service Terms otherwise remain unchanged and in full force and effect. Defined terms in this Addendum have the same meaning given such terms in the Service Terms.Notwithstanding anything to the contrary in the Service Terms, the Parties hereby agree as follows:1. PRICINGCustomer will pay Vonage Business up to $244,413 for Products and Services over the 36-month Service Term. All quoted prices in the above-referenced Sales Order may not include Taxes and Fees.The authorized representatives of Vonage Business and Customer have executed this Addendum below:Vonage Business Inc. The City of Lake ForestBy: Name: Title: By: Name: Title: Date: Date:
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ADDENDUM TO VONAGE BUSINESS SERVICE TERMSSales Orders # 559833 & 559855This Addendum is executed by and between Vonage Business Inc. ("Vonage Business") and the customer identified in the signature block below ("Customer") in connection with the above-referenced Sales Orders("Sales Orders"). This Addendum supplements or amends the terms and conditions set forth in the Master Services Agreement between Vonage Business and Customer dated May 21, 2019 (the "Service Terms"), which are referenced in and made part of the Sales Orders. To the extent of any inconsistency between this Addendum and the Service Terms, this Addendum will control. Except as amended or supplemented by this Addendum, the Service Terms otherwise remain unchanged and in full force and effect. Defined terms in this Addendum have the same meaning given such terms in the Service Terms.Notwithstanding anything to the contrary in the Service Terms, the Parties hereby agree as follows:1. EXHIBIT V-B, PRODUCTS AND PRICING.The language contained in the Exhibit V-B, Products and Pricing, Section 3 of the Service Terms is hereby deleted in its entirety and replaced with the following language:City will pay Vonage Business up to $242,881.00 for products and services over the 36-month period of the Agreement.All other Service Terms remain unchanged and in full force and effect.The authorized representatives of Vonage Business and Customer have executed this Addendum below:Vonage Business Inc. City of Lake ForestBy: Name: Title: By: Name: Title: Date: Date:
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ATTACHMENT 3
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MEMORANDUM
DATE: May 2, 2025
TO: DEBRA ROSE
CITY MANAGER
FROM: JOANNE JIN
INFORMATION TECHNOLOGY MANAGER
CC: KEITH NEVES
ASSISTANT CITY MANAGER
KEVIN SHIRAH
DIRECTOR OF FINANCE / CITY TREASURER
SUBJECT: SECOND AMENDMENT TO VONAGE VOIP SERVICE
CONTRACT
SUMMARY
Staff requests the City Manager’s approval of the Second Amendment to the Agreement with Vonage Business, Inc. (“Agreement”) for maintenance and support of the City’s Voice Over IP telephone service system(“VoIP”). This amendment ensures that the not-to-exceed contract amount covers services, taxes, carrier fees, and regulatory fees, by adding $16,850 to the Agreement and increasing the not-to-exceed amount from $252,000 to $268,850.
BACKGROUND
On December 30, 2022, the City executed a contract with Vonage Business, Inc. to provide VoIP for the City, with an initial not-to-exceed amount of $244,413. The contract included 213 telephones of varying types, distributed as shown below:
FACILITY
TELEPHONE TYPE
TOTAL BASIC PREMIERE
CONFEREN
CE
Sports Park 4 12 0 16
Skate Park 0 3 0 3
Civic Center 52 131 11 194
Total 56 146 11 213
Docusign Envelope ID: BF7B6211-D34D-4AE9-8354-981607E303F3 Item: 8
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