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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR CONSULTING SERVICES (this “AGREEMENT”) is made and entered into this February 24, 2026, by and between the CITY OF LANCASTER, a municipal corporation and charter city (the “OWNER”), and MYNT Systems, (the “MYNT Systems”).
RECITALS
WHEREAS, OWNER desires to engage {MYNT SYSTEMS} to perform certain technical and professional services, as provided herein, identified as:
LANCASTER POLICE STATION MICROGRID PROJECT
WHEREAS, the principal members of {MYNT SYSTEMS } are qualified and duly registered/licensed under the laws of the State of California, and {MYNT SYSTEMS } desires to accept such engagement;
NOW, THEREFORE, the parties agree as follows:
1. Parties to the AGREEMENT.
The parties to this AGREEMENT are:
A. OWNER: City of Lancaster
B. {MYNT SYSTEMS}: MYNT Systems
2. Notices. All written notices required by or related to this AGREEMENT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this AGREEMENT shall refuse to accept such mail; parties to this AGREEMENT shall promptly inform the other party of any changes of address. All notices required by this AGREEMENT are effective on the day of receipt, unless otherwise indicated herein.
OWNER Attn: Trolis Niebla, City Manager
City of Lancaster
44933 North Fern Avenue
Lancaster, California 93534
MYNT SYSTEMS Attn: Derek Hansen, CEO
MYNT Systems
111 Missions Street
Santa Cruz, CA 95060
3. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of la w, without prior written consent of the other party, and any such assignments without said consent shall be void.
4. [Reserved]
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5. Precedence of AGREEMENT Documents. If there is a conflict between AGREEMENT documents, the document highest in precedence shall control. The precedence shall be:
First: This body of this AGREEMENT
Second: Exhibit C to this Agreement
Third: The {MYNT SYSTEMS}’S Proposal
6. Description of Work. OWNER hereby engages {MYNT SYSTEMS }, and {MYNT SYSTEMS} accepts such engagement, to perform the technical and professional se rvices set forth in the “Proposal and 90P Design” attached hereto as Exhibit “A & B”. {MYNT SYSTEMS} shall perform and complete, in a manner satisfactory to OWNER, all work and services set forth in Exhibit “ A & B”. The City Manager or their designee shall have the right to review and inspect the work during the course of its performance at such times as may be specified by the City Manager, or their designee.
7. Obligations of the OWNER.
A. The total compensation to be paid by OWNER to {MYNT SYSTEMS} for all work and services described in Exhibit “A” is not to exceed amount of $901,955. {MYNT SYSTEMS}’S fees and charges for the work and services performed shall in no event exceed those set forth in Exhibit “A” attached hereto and made a part hereof.
B. No payment made hereunder by OWNER to {MYNT SYSTEMS}, other than the final payment, shall be construed as an acceptance by OWNER of any work or materials, nor as evidence of satisfactory performance by {MYNT SYSTEMS} of its obligations under this AGREEMENT.
8. Obligations of the {MYNT SYSTEMS}.
A. {MYNT SYSTEMS} and all subcontractors engaged for the performance of this AGREEMENT shall perform as required by this AGREEMENT and in accordance with all applicable Federal, State and local laws, rules, regulations and requirements (“Applicable Laws”) . {MYNT SYSTEMS} shall further ensure that all subcontractors engaged for the performance of this AGREEMENT shall comply with all Applicable Laws in the performance hereof.
B. {MYNT SYSTEMS } shall be responsible for payment of all employees' and subcontractor's wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security.
9. Audit. OWNER shall have the option of inspecting and/or auditing all records and other written materials used by {MYNT SYSTEMS } in preparing its statements to OWNER as a condition precedent to any payment to {MYNT SYSTEMS}.
10. Term. This Agreement shall become effective and shall be in full force and effect upon the execution of the Agreement by the City and the {MYNT SYSTEMS}. This Agreement shall continue in full force and effect for a period of 18 months from the effective date of the Agreement (the “Term”), unless the Agreement is sooner terminated in accordance with this Agreement; provided, however, that the City and the {MYNT SYSTEMS } may mutually agree in writing to extend the Term of this Agreement.
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11. Payment. The City of Lancaster shall reimburse the {MYNT SYSTEMS} in performance of the work, in a amount not to exceed $901,955. Actual costs shall not exceed the estimated wage rates and other costs as set forth in the {MYNT SYSTEMS }’S proposal. Source documentation supporting billed costs must be submitted with each invoice. {MYNT SYSTEMS} shall provide a cost breakdown with hourly rates for each office and field function in the event that additional work is required beyond the not to exceed amount specified above. Any additional work will require a separate Authorization for {MYNT SYSTEMS} Services signed by both parties.
{MYNT SYSTEMS} will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by the City of itemized invoices. Invoices shall be submitted no later than forty-five (45) calendar days after the performance of work for which {MYNT SYSTEMS } is billing. Invoices shall detail the work performed on each milestone, on each project, as applicable. Invoices shall follow the format stipulated for the Cost Proposal and shall reference this contract number and project title. Final invoice must contain the final cost and all credits due City. The final invoice should be submitted within sixty (60) calendar days after completion of {MYNT SYSTEMS}’S work.
{MYNT SYSTEMS} shall not be reimbursed for actual travel expenses incurred in the performance of the work.
12. Time for Commencement and Completion. {MYNT SYSTEMS } shall commence performance of the work no later than three (3) calendar days following issuance of Notice to Proceed.
It is anticipated that performance of the work will be completed within {EstCom} calendar days from commencement. In no event shall performance of the work be completed later than {Completion} calendar days from commencement without the prior written authorization of the City. If {MYNT SYSTEMS} fails to complete the work in this time period, City may avail itself of any and all remedies provided for in this Agreement.
13. Termination for Convenience. The OWNER may terminate this AGREEMENT at any time without cause by giving fifteen (15) days written notice to {MYNT SYSTEMS} of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials shall, at the option of OWNER , become the OWNER 's property. If this AGREEMENT is terminated by OWNER as provided herein, {MYNT SYSTEMS} will be paid a total amount equal to its costs as of the termination date, plus ten percent (10%) of that amount for profit. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this AGREEMENT.
14. Termination for Cause.
A. The OWNER may, by written notice to {MYNT SYSTEMS}, terminate the whole or any part of this AGREEMENT in any of the following circumstances:
(1) If {MYNT SYSTEMS } fails to perform the services required by this AGREEMENT within the time specified herein or any authorized extension thereof; or
(2) If {MYNT SYSTEMS } fails to perform the services called for by this AGREEMENT or so fails to make progress as to endanger performance of this AGREEMENT in accordance with its terms, and in either of these circumstances does not correct such failure within a period of ten (10) days (or such longer period that OWNER may authorize in writing) after receipt of notice from OWNER specifying such failure.
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B. If this AGREEMENT is terminated as provided above in paragraph A or paragraph 13, OWNER may require {MYNT SYSTEMS } to provide all finished or unfinished documents, data, studies, drawings, maps, photographs, reports, etc., prepared by {MYNT SYSTEMS }. Upon such termination, {MYNT SYSTEMS} shall be paid an amount equal to the contract amount, less the cost of hiring another {MYNT SYSTEMS } to complete {MYNT SYSTEMS }'S services. In the event no new {MYNT SYSTEMS} is employed, {MYNT SYSTEMS } shall be paid an amount equal to the value of the work performed. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to completed work and work in progress, complete and incomplete drawings, and ot her documents whether delivered to OWNER or in possession of {MYNT SYSTEMS }, and authorized reimbursement expenses.
C.. If, after notice of termination of the AGREEMENT under the provisions of this Section, it is determined, for any reason, that {MYNT SYSTEMS} was not in default, or that the default was excusable, then the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to Section 13.
15. Payment of Prevailing Wage.
A. The State of California, Department of Industrial Relations, has ascertained the general prevailing rate of wages and employer payments for health and welfare, vacation, pension, and similar purposes applicable to the work to be done. These rates shall be the minimum wage rates for this project. These rates are on file with the City and copies will be made available to any interested party upon request.
Attention is directed to the provisions of Section 1777.5 (Chapter 1411, Statutes of 1968) and Section 1777.6 of the Labor Code concerning the employment of apprentices by the {MYNT SYSTEMS} or any subcontractor under him.
Section 1777.5, as amended, requires the {MYNT SYSTEMS} or subcontractor employing tradesmen in any apprentice able occupation to apply to the joint apprenticeship committee nearest the site of the public works project and which administers the apprenticeship program in that trade for a certificate of approval.
The certificate will also fix the ratio of apprentices to journeymen that will be used in the performance of the contract. The ratio of apprentices to journeymen in such cases shall not be less than one to five except:
(1) When unemployment in the area of coverage by the joint apprenticeship committee has exceeded an average of 15% in the 90 days prior to the request for certificate; or
(2) When the number of apprentices in training in the area exceeds a ratio of one to five; or
(3) When the trade can show that it is replacing at least 1/30 of its membership through apprenticeship training on an annual basis statewide or locally; or
(4) When the {MYNT SYSTEMS} provides evidence that he employs registered apprentices on all of his contracts on an annual average of not less than one apprentice to eight journeymen.
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The {MYNT SYSTEMS} is required to make contributions to funds established for the administration of apprenticeship programs if {MYNT SYSTEMS } employs registered apprentices or journeymen in any apprenticeable trade on such contracts and if other c ontractors on the public works site are making such contributions.
The {MYNT SYSTEMS } and any subcontractor under them shall comply with the requirements of Section 1777.5 and Section 1777.6 in the employment of apprentices. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Dir ector of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices.
B. The provisions of subsection A above shall be included in all solicitations or advertisements placed by or on behalf of {MYNT SYSTEMS } for personnel to perform any services under this Agreement. City shall have access to all documents, data and records of {MYNT SYSTEMS} and its subcontractors for purposes of determining compliance with the Prevailing Wage provisions of this Section.}
16. Hold Harmless and Indemnification . {MYNT SYSTEMS } agrees to indemnify and hold harmless the OWNER, its officers and employees, from and against any and all claims, losses, obligations, or liabilities whatsoever, including reasonable attorney’s fees, expert witness fees and/or costs incurred in or in any manner arising out of or related to {MYNT SYSTEMS }’S negligent or willful wrongful acts, errors or omissions, or those of its employees or agents. {MYNT SYSTEMS } agrees to defend OWNER, it officers and employees, from and against any and all claims arising from any alleged negligent or wrongful acts, errors or omissions on the part of {MYNT SYSTEMS } or on the part of its employees.
17. Amendments. Any amendment, modification, or variation from the terms of this AGREEMENT shall be in writing and shall be effective only upon mutual written approval by the City Manager, or their designee and {MYNT SYSTEMS}.
18. Non-Discrimination and Equal Employment Opportunity.
A. In the performance of this AGREEMENT , {MYNT SYSTEMS } shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religion, ancestry, sex, national origin, physical or mental disability or age. {MYNT SYSTEMS } will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, physical or mental disability or age. Affirmative action relating to employment shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship.
B. The provisions of subsection A above shall be included in all solicitations or advertisements placed by or on behalf of {MYNT SYSTEMS } for personnel to perform any services under this A GREEMENT. OWNER shall have access to all documents, data and records of {MYNT SYSTEMS} and its subcontractors for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section.
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19. Independent Contractor. {MYNT SYSTEMS} is an independent contractor and shall have no power or authority to incur any debt, obligation or liability on behalf of the OWNER. It is expressly understood between the parties to this AGREEMENT that no employee/employer relationship is intended; {MYNT SYSTEMS} is an independent contractor.
20. Insurance.
A. The {MYNT SYSTEMS}, at its expense, shall maintain in effect at all times during the term of this AGREEMENT the following coverage and limits of insurance, which shall be maintained with insurers listed "A-, VIII" or better in the Best's Key Rating Guide:
Commercial General Liability
Each Occurrence $1,000,000
Per Project General Aggregate $2,000,000
Including Products/Completed Operations; Contractual Liability/Independent Contractors; Property Damage
(Coverage shall be at least as broad as ISO form CG2010 11/85 or CG2010 07/04 and CG2037 07/04 combined, or an equivalent providing ongoing and completed operations)
Commercial Automobile Liability
Combined Single Limit per Accident for
Bodily Injury and Property Damage $1,000,000
(Coverage shall be at least as broad as ISO form CA00 01)
Workers Compensation
As Required by the State of California Statutory Limits
Employer’s Liability
Each Accident $1,000,000
Bodily Injury by Disease $1,000,000
Each Employee $1,000,000
(A Waiver of Subrogation must be provided on behalf of the Certificate Holder for the Workers Compensation & Employers’ Liability policies)
B. The {MYNT SYSTEMS }’S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insured’s liability.
C. Professional liability insurance written on a “claims made” basis must be renewed for a period of three (3) years after this contract expires or is terminated. Such insurance must have the same coverage and limits as the policy that was in effect during the term of this contract and will cover {MYNT SYSTEMS} for all claims made by the City insured entities arising out of any acts or omissions of {MYNT SYSTEMS } or its officers, employees, or agents during the time this Agreement was in effect.
D. Any deductibles or self-insurance retentions must be declared and approved by the
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City. At the City ’s option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City insured entities or the insurer shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
E. All insurance shall be primary and non- contributory as respects the City insured entities. Any insurance or self-insurance maintained by the City insured entities shall be in excess of the {MYNT SYSTEMS}’S insurance and shall not contribute with it.
F. {MYNT SYSTEMS} shall furnish the City with Certificates of Insurance and with original endorsements effecting coverage required by this Agreement. Certificates of Insurance shall meet the following requirements:
(1) Show that the insurance policy has been endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in li mits except after 30 days prior written notice (10 days written notice for non - payment) to the City of Lancaster.
(2) List in the “Descriptions of Operations/Locations/Vehicles” section:
“City of Lancaster Police Station Microgrid Project”
The City of Lancaster, its elected officials, officers, employees, and volunteers are included as additional covered parties, but only insofar as the operations under this contract are concerned.”
(3) List in the “Certificate Holder” section:
The City of Lancaster
44933 Fern Avenue
Lancaster, California 93534
G. {MYNT SYSTEMS } shall include all subcontractors as an insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. Subcontractors are subject to the same insurance requirements as the {MYNT SYSTEMS}.
21. Commencement and Completion of Work . The execution of this AGREEMENT by the parties does not constitute an authorization to proceed. The services of {MYNT SYSTEMS } shall commence when the OWNER, acting by and through its City Manager or their designee, has issued the Notice to Proceed.
{MYNT SYSTEMS} shall have no claim for compensation for any services or work which has not been authorized by the OWNER's Notice to Proceed.
22. Extension of Time for Completion of Work.
A. If, at any time, the work is delayed due to suspension order by OWNER, or due to any other cause which, in the reasonable opinion of the OWNER, is unforeseeable and beyond the control and not attributable to the fault or negligence of {MYNT SYSTEMS}, then {MYNT SYSTEMS } shall
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be entitled to an extension of time equal to said delay, subject to the OWNER's right to terminate this AGREEMENT pursuant to Section 13.
B. {MYNT SYSTEMS} shall submit to OWNER a written request for an extension of time within ten (10) days after commencement of such delay, and failure to do so shall constitute a waiver thereof. OWNER shall, in its sole discretion, determine whether and to what extent any extensions of time shall be permitted.
C. No extension of time requested or granted hereunder shall entitle { MYNT SYSTEMS} to additional compensation unless, as a consequence of such extension, additional work must be performed. In such event, OWNER shall in good faith consider any request for additional compensation submitted by {MYNT SYSTEMS}.
23. Ownership of Documents . All plans, specifications, reports, studies, tracings, maps and other documents prepared or obtained by {MYNT SYSTEMS} in the course of performing the work required by this AGREEMENT shall be the property of the OWNER. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by {MYNT SYSTEMS } under this AGREEMENT shall, upon request, be made available to OWNER without restriction or limitation on their use.
24. Data Provided to { MYNT SYSTEMS }. OWNER shall provide to { MYNT SYSTEMS}, without charge, all data, including reports, records, maps and other information, now in the OWNER's possession which may facilitate the timely performance of the work described in Exhibit “{EXHIBITLETTER}”.
25. {MYNT SYSTEMS}'S Warranties and Representations.
{MYNT SYSTEMS} warrants and represents to OWNER as follows:
A. {MYNT SYSTEMS} has not employed or retained any person or entity, other than a bona fide employee working exclusively for {MYNT SYSTEMS }, to solicit or obtain this AGREEMENT.
B. {MYNT SYSTEMS} has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for { MYNT SYSTEMS}, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the execution of this AGREEMENT .
Upon any breach or violation of this warranty, OWNER shall have the right, in its sole discretion, to terminate this AGREEMENT without further liability, or, in the alternative, to deduct from any sums payable hereunder the full amount or value of any such fee, commission, percentage or gift.
C. {MYNT SYSTEMS } has no knowledge that any officer or employee of the OWNER has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of the {MYNT SYSTEMS }, and that if any such interest comes to the knowledge of {MYNT SYSTEMS } at any time, a complete written disclosure of such interest will be made to OWNER , even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws.
D. Upon the execution of this AGREEMENT , {MYNT SYSTEMS} has no interest, direct or indirect, in any transaction or business entity which would conflict with or in any manner hinder
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the performance of services and work required by this AGREEMENT , nor shall any such interest be acquired during the term of this AGREEMENT.
E. California Government Code section 84308 (“Levine Act”) requires a party to a contract other than competitively bid, labor, or personal employment contract, to disclose any contribution of more than $250 that the party (or their agent) has made to a member of the City Council or any other officer of the City as defined in the Levine Act within the prior 12 months. The Levine Act also prohibits for 12 months following a final decision, a party (or their agent) from making a contribution of more than $250 to any member of the City Council or any other officer as defined in the Levine Act who may participate in the making of this Agreement.
1. By its signature on this Agreement, {MYNT SYSTEMS } represents and warrants [select one]:
{if:}{if:} Neither {MYNT SYSTEMS } nor any agent acting on behalf of {MYNT SYSTEMS} has, within the 12 months preceding the commencement of negotiations of this Agreement, made any political contribution of more than $250 to any member of the City Council or any other officer as defined in the Levine Act who may have participated in the making of this Agreement.
OR
{if:}{if:} {MYNT SYSTEMS} (or an agent acting on behalf of {MYNT SYSTEMS }) has made a political contribution of more than $250 to:
Identify the person(s) or agent(s) who made the contribution:
{if:{Contributionmadeby}
}{if:N/A}
Identify the City officer(s) who received the contribution:
{if:{Contributionmadeto}
}{if:N/A}
2. By its signature on this Agreement, {MYNT SYSTEMS} further represents and warrants [select one]:
{if:}{if:} Neither {MYNT SYSTEMS } nor any agent acting on behalf of {MYNT SYSTEMS} intends, within the 12 months following the execution of this Agreement, to make any political contribution of more than $250 to any member of the City Council or any other officer as defined in the Levine Act who may have participated in the making of this Agreement.
OR
{if:}{if:} {MYNT SYSTEMS} (or an agent acting on behalf of {MYNT SYSTEMS}) intends to make a political contribution of more than $250 to:
Identify the person(s) or agent(s) who will make the contribution:
{if:{intendedcontributionby}}
{if:N/A}
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Identify the City officer(s) who will receive the contribution:
{if:{Intendedcontributionto}}
{if:N/A}
26. Resolution of Disputes.
A. Disputes regarding the interpretation or application of any provisions of this AGREEMENT shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties.
B. If the parties cannot resolve the dispute through good faith negotiations, either party may give Notice of Dispute to the other party. The Notice of Dispute shall state the nature of the dispute and the corrective action necessary to remedy the dispute.
After Notice of Dispute, the parties shall first attempt to resolve any disputes by mediation. The parties shall agree on a single mediator. Mediation shall be conducted in Lancaster, California. Each party shall pay its own attorneys’ fees and the costs of mediation shall be split equally between the parties.
If the dispute has not been resolved by mediation within 45 days after Notice of Dispute, or the parties are unable to agree to a mediator, within 15 days after Notice of Dispute, then, the dispute may, upon agreement of the parties be resolved by binding arbitration.
27. Exhibits.
The following exhibits to which reference is made in this AGREEMENT are deemed incorporated herein in their entirety:
Exhibit "A, B, C & D"
28. Governing Law.
This AGREEMENT shall be governed by the laws of the State of California.
29. Effective Date.
This AGREEMENT shall become effective as of the date set forth below on which the last of the parties, whether OWNER or {MYNT SYSTEMS}, executes said AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.
CITY OF LANCASTER
By:
Trolis Niebla, City Manager
Dated:
MYNT Systems
By:
Derek Hansen, CEO
Dated:
ATTEST:
Andrea Alexander, City Clerk
APPROVED AS TO FORM:
Allison E. Burns Esq., City Attorney Insurance Approved
CONTRACT SUBMISSION APPROVAL:
__________________________________________
George N. Harris II, Senior Director/Treasurer – Administrative Services