Final PSA Consultant SOFFA — Lomita City Council, June 2, 2026

CONTRACT FOR PROFESSIONAL SERVICES

BETWEEN
THE CITY OF LOMITA AND SOFFA ELECTRIC INC.

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This AGREEMENT for On-Call SCADA Services is entered into this __ day of ___ 20__, by and between the CITY OF LOMITA, a general law city and municipal corporation (“CITY”) and SOFFA ELECTRIC INC., a California corporation (“CONTRACTOR”).

R E C I T A L S
A. CITY does not have the personnel able and/or available to perform the services required under this agreement.

B. Therefore, CITY desires to contract out for On-Call SCADA Support Services to provide technical support, specialized preventative maintenance services, equipment calibration services, troubleshooting and repair services, and system integration services for the City of Lomita’s SCADA Control System.

C. CONTRACTOR warrants to CITY that it has the qualifications, experience and facilities to perform properly and timely the services under this Agreement.

D. CITY desires to contract with CONTRACTOR to perform the services as described in Exhibit A of this Agreement.

NOW, THEREFORE, based on the foregoing recitals, CITY and CONTRACTOR agree as follows:

1. CONSIDERATION AND COMPENSATION.

A. As partial consideration, CONTRACTOR agrees to perform the work listed in the SCOPE OF SERVICES, attached as Exhibit A;
B. As an additional consideration, CONTRACTOR and CITY agree to abide by the terms and conditions contained in this Agreement.

C. As additional consideration, CITY agrees to pay CONTRACTOR for its services satisfactory and reasonably rendered in an amount not to exceed $200,000.00, computed at a rate pursuant to the rate schedule set forth in the SCOPE OF SERVICES and attached as Exhibit A, unless otherwise specified by written amendment to this Agreement. If CONTRACTOR incurs expenses exceeding its estimated costs of $200,000.00, the CONTRACTOR must request such expenses

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in writing, and the CITY’s City Manager or his designee must approve of such requests, for CONTRACTOR to receive compensation for those costs.

D. No additional compensation shall be paid for any other expenses incurred, unless first approved by the City Manager or his designee.

E. CONTRACTOR shall submit to CITY, by not later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month. CITY shall pay CONTRACTOR all uncontested amounts set forth in the CONTRACTOR'S bill within 30 days after it is received.

2. SCOPE OF SERVICES.

A. CONTRACTOR will perform the services and activities set forth in the SCOPE OF SERVICES attached hereto as Exhibit A and incorporated herein by this reference.

If any part of Exhibit A is inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

B. Except as herein otherwise expressly specified to be furnished by CITY, CONTRACTOR will, in a professional manner, furnish all the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space, and facilities necessary or proper to perform and complete the work and provide the professional services required of CONTRACTOR by this Agreement.

C. CONTRACTOR shall not make changes to live SCADA systems without CITY authorization, except where necessary to address an emergency and prevent imminent harm. In the event of an emergency change, CONTRACTOR shall notify CITY immediately.

D. CITY is responsible for providing accurate system information, timely access, credentials, network/VPN access, equipment availability, backups, and operational personnel as reasonably required for CONTRACTOR’s services.

E. CONTRACTOR is not responsible for failures, vulnerabilities, outages, data loss, security incidents, or system performance issues caused by existing conditions, third-party hardware or software, acts or omissions of City personnel or third parties, or conditions outside Contractor’s reasonable control.

3. PAYMENTS. For CITY to pay CONTRACTOR as specified by this Agreement, CONTRACTOR must submit an invoice to CITY which lists the reimbursable costs, the specific tasks performed, and, for work that includes deliverables, the percentage of the task completed during the billing period. Nothing in this Section shall entitle CONTRACTOR for compensation not specified in Section 1 of this Agreement.

4. TIME OF PERFORMANCE. The services of CONTRACTOR are to commence upon receipt of a notice to proceed from CITY and shall continue until all authorized work is

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completed to CITY’s reasonable satisfaction, in accordance with the schedule incorporated in “Exhibit A,” unless extended in writing by CITY.

5. FAMILIARITY WITH WORK. By executing this Agreement, CONTRACTOR represents that CONTRACTOR has (a) thoroughly investigated and considered the scope of services to be performed; (b) carefully considered how the services should be performed; and (c) understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.

6. KEY PERSONNEL. CONTRACTOR’s key person assigned to perform work under this Agreement is Delven Diaz. CONTRACTOR shall not assign another person to be in charge of the work contemplated by this Agreement without the prior written authorization of CITY.

7. TERM OF AGREEMENT. The term of this Agreement shall commence upon execution by both parties and shall expire upon May 31, 2029, unless earlier termination occurs under Section 14 of this Agreement or extended in writing in advance by both parties. The CITY and CONTRACTOR may extend the term of this Agreement for up to two (2) additional one (1) year periods, upon written agreement by both parties in advance of the expiration of the then-current term.

8. BEST MANAGEMENT PRACTICES AND TRAINING. If any services or activities contemplated by this Agreement are governed or controlled by the State Water Resource Control Board or the Regional Water Quality Control Board, Los Angeles Region then those standards will apply and CONTRACTOR shall implement and maintain activity specific Best Management Practices to comply with those standards.

9. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum, and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONTRACTOR and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with the written agreement between the parties.

10. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a Taxpayer Identification Number.

11. PERMITS AND LICENSES. CONTRACTOR will obtain and maintain during the term of this Agreement all permits, licenses, and certificates that may be required by local, state, and federal laws in connection with the performance of services under this Agreement, including a business license as specified in Title VI, Chapter 2 of the Lomita Municipal Code.

12. LAWS AND REGULATIONS; EMPLOYEE/LABOR CERTIFICATION.

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

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regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for CITY to terminate the Agreement for cause.

13. PREVAILING WAGE.

A. Prevailing Wage. CONTRACTOR is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If 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.

Upon request, 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 and shall post copies at the CONTRACTOR’S principal place of business and at the project site. 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.

CONTRACTOR shall defend, indemnify and hold the CITY, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

B. Registration/DIR Compliance. If the services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, 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 registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against CONTRACTOR or any subcontractors that affect CONTRACTOR’S performance of services, including any delay, shall be CONTRACTOR’S sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered CONTRACTOR caused delay and shall not be compensable by CITY.

CONTRACTOR shall defend, indemnify and hold CITY, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against CONTRACTOR or any subcontractor.

C. Labor Certification. By its signature hereunder, CONTRACTOR 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

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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.

D. Employment of Apprentices. CONTRACTOR and all subcontractors shall comply with the requirements of Labor Code sections 1777.5 and 1777.6 in the employment of apprentices. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices.

E. CONTRACTOR or subcontractors may not perform work on a public works project with a subcontractor who is ineligible to perform work on a public project pursuant to Labor Code section 1777.1 or 1777.7. Any contract on a public works project entered into between the CONTRACTOR and a debarred subcontractor is void as a matter of law. A debarred subcontractor may not receive any public money for performing work as a subcontractor on a public works contract. Any public money that is paid or may have been paid to a debarred subcontractor by CONTRACTOR on the project shall be returned to CITY. The CONTRACTOR shall be responsible for the payment of wages to workers of a debarred subcontractor who has been allowed to work on the Project.

F. CONTRACTOR agrees to bind every subcontractor to the terms of the Agreement as far as such terms are applicable to subcontractor’s portion of the work.

CONTRACTOR shall be as fully responsible to CITY for the acts and omissions of its subcontractor and of persons either directly or indirectly employed by its subcontractor, as CONTRACTOR is for acts and omissions of persons directly employed by CONTRACTOR. Nothing contained in these Agreement shall create any contractual relationship between any subcontractor and CITY.

14. TERMINATION.

A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. Notice of termination shall be in writing.

B. CONTRACTOR may terminate this Agreement. Notice will be in writing at least 30 days before the effective termination date.

C. In the event of such termination, CONTRACTOR shall cease services as of the date of termination, all finished or unfinished documents, data, drawings, maps, and other materials prepared by CONTRACTOR shall, at CITY’s option, become CITY’s property, and CONTRACTOR will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination.

D. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated.

15. INDEMNIFICATION.

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A. CONTRACTOR shall indemnify, defend with counsel approved by CITY, and hold harmless CITY, its officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with CONTRACTOR's negligent acts, errors, omissions, recklessness, willful misconduct, or its failure to comply with any of its obligations contained in this AGREEMENT, regardless of CITY’S passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of CITY. Should CITY in its sole discretion find CONTRACTOR’S legal counsel unacceptable, then CONTRACTOR shall reimburse CITY its costs of defense, including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation. CONTRACTOR shall promptly pay any final judgment rendered against CITY (and its officers, officials, employees and volunteers) covered by this indemnity obligation. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement.

B. The requirements as to the types and limits of insurance coverage to be maintained by CONTRACTOR as required by Section 20, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONTRACTOR pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.

16. ASSIGNABILITY. This Agreement is for CONTRACTOR’s professional services.

CONTRACTOR’s attempts to assign the benefits or burdens of this Agreement without CITY’s written approval are prohibited and will be null and void.

17. INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that THE CONTRACTOR will act as an independent contractor and will have control of all work and the manner in which it is performed. THE CONTRACTOR will be free to contract for similar service to be performed for other employees while under contract with CITY. CONTRACTOR is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONTRACTOR as to the details of doing the work or to exercise a measure of control over the work means that CONTRACTOR will follow the direction of the CITY as to end results of the work only.

18. AUDIT OF RECORDS.

A. THE CONTRACTOR agrees that CITY, or designee, has the right to review, obtain, and copy all records pertaining to the performance of this Agreement.

CONTRACTOR agrees to provide CITY, or designee, with any relevant information requested and will permit CITY, or designee, access to its

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premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this Agreement.

CONTRACTOR further agrees to maintain such records for a period of three (3) years following final payment under this Agreement.

B. CONTRACTOR will keep all books, records, accounts and documents pertaining to this Agreement separate from other activities unrelated to this Agreement.

19. CORRECTIVE MEASURES. CONTRACTOR will promptly implement any corrective measures required by CITY regarding the requirements and obligations of this Agreement. CONTRACTOR will be given a reasonable amount of time as determined by CITY to implement said corrective measures. Failure of CONTRACTOR to implement required corrective measures shall result in immediate termination of this Agreement.

20. INSURANCE REQUIREMENTS.

A. CONTRACTOR, at CONTRACTOR’s own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies:

1. Workers Compensation Insurance as required by law. CONTRACTOR shall require all subcontractors similarly to provide such compensation insurance for their respective employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by CITY at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against CITY, its officers, agents, employees, and volunteers for losses arising from work performed by CONTRACTOR for CITY.

2. General Liability Coverage. CONTRACTOR shall maintain commercial general liability insurance in an amount of not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit.

3. Automobile Liability Coverage. CONTRACTOR shall maintain automobile liability insurance covering bodily injury and property damage for all activities of CONTRACTOR arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence.

4. Professional Liability Coverage. CONTRACTOR shall maintain

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professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors, or omissions which may arise from CONTRACTOR’S operations under this Agreement, whether such operations be by CONTRACTOR or by its employees, subcontractors, or subcontractors. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single-limit-per-occurrence basis. When coverage is provided on a “claims made basis,” CONTRACTOR will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated.

Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONTRACTOR for all claims made by CITY arising out of any errors or omissions of CONTRACTOR, or its officers, employees or agents during the time this Agreement was in effect.

B. Endorsements. Each general liability, automobile liability and professional liability insurance policy shall be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of California, or which is approved in writing by CITY, and shall be endorsed as follows. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise.

1. “The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations.”

2. This policy shall be considered primary insurance as respects CITY, its elected or appointed officers, officials, employees, agents, and volunteers.

Any insurance maintained by CITY, including any self-insured retention CITY may have, shall be considered excess insurance only and shall not contribute with this policy.

3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.

4. The insurer waives all rights of subrogation against CITY, its elected or appointed officers, officials, employees, or agents.

5. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to CITY, its elected or appointed officers, officials, employees, agents, or volunteers.

6. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days’ written notice has been received by CITY.

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C. CONTRACTOR agrees to provide immediate notice to CITY of any claim or loss against Contractor arising out of the work performed under this agreement.

CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.

D. Any deductibles or self-insured retentions must be declared to and approved by CITY. At CITY’s option, CONTRACTOR shall demonstrate financial capability for payment of such deductibles or self-insured retentions.

E. CONTRACTOR shall provide certificates of insurance with original endorsements to CITY as evidence of the insurance coverage required herein.

Certificates of such insurance shall be filed with CITY on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with CITY at all times during the term of this Agreement.

F. Failure on the part of CONTRACTOR to procure or maintain the required insurance shall constitute a material breach of contract under which CITY may terminate this Agreement pursuant to Section 14 above.

G. The commercial general and automobile liability policies required by this Agreement shall allow CITY, as additional insured, to satisfy the self-insured retention (“SIR”) and/or deductible of the policy in lieu of the CONTRACTOR (as the named insured) should CONTRACTOR fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City Attorney and the Finance Director. CONTRACTOR understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by CONTRACTOR as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should CITY pay the SIR or deductible on CONTRACTOR’S behalf upon CONTRACTOR’S failure or refusal to do so to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any action against Contractor for breach of this Agreement in addition to any other damages incurred by CITY due to the breach.

21. USE OF OTHER CONTRACTORS. THE CONTRACTOR must obtain CITY’s prior written approval to use any Contractors while performing any portion of this Agreement. Such approval must include approval of the proposed Contractor and the terms of compensation.

22. FINAL PAYMENT ACCEPTANCE CONSTITUTES RELEASE. The acceptance by the CONTRACTOR of the final payment made under this Agreement shall operate as and be a release of CITY from all claims and liabilities for compensation to the CONTRACTOR for anything done, furnished or relating to the CONTRACTOR’S work or services. Acceptance of final payment shall not release

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claims expressly reserved in writing that have previously been submitted to the City. Acceptance of payment shall be any negotiation of CITY’S check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by CITY shall not constitute, nor be deemed, a release of the responsibility and liability of CONTRACTOR, its employees, sub-Contractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONTRACTOR, its employees, sub-Contractors and agents.

23. CORRECTIONS. In addition to the above indemnification obligations, the CONTRACTOR shall correct, at its expense, all errors in CONTRACTOR’S work which may be disclosed during the CITY’S review of CONTRACTOR’S report or plans. Should the CONTRACTOR fail to make such correction in a reasonably timely manner, such correction shall be made by CITY, and the cost thereof shall be charged to CONTRACTOR. In addition to all other available remedies, CITY may deduct the cost of such correction from any retention amount held by CITY or may withhold payment otherwise owed CONTRACTOR under this Agreement up to the amount of the cost of correction.

24. NON-APPROPRIATION OF FUNDS. Payments to be made to CONTRACTOR by CITY for services preformed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that CITY does not appropriate sufficient funds for payment of CONTRACTOR’S services beyond the current fiscal year, the Agreement shall cover payment for CONTRACTOR’S only to the conclusion of the last fiscal year in which CITY appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:

CITY CONTRACTOR
City of Lomita
24300 Narbonne Avenue
Lomita, CA 90717
ATTN: City Manager
SOFFA Electric Inc.
5901 Corvette Street
Commerce, CA 90040
ATTN: Delven Diaz
Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. Courtesy copies of notices may

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be sent via electronic mail, provided that the original notice is deposited in the U.S. mail or personally delivered as specified in this Section.

26. SOLICITATION. CONTRACTOR maintains and warrants that it has not employed nor retained any company or person, other than CONTRACTOR’s bona fide employee, 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 CONTRACTOR’s bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONTRACTOR breach or violate this warranty, CITY may rescind this Agreement without liability.

27. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONTRACTOR and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of the CONTRACTOR’s or CITY’s obligations under this Agreement.

28. INTERPRETATION. This Agreement was drafted in and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County.

29. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written.

30. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.

31. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment with signatures of all parties to this Agreement. CITY’s city administrator, or designee, may execute any such amendment on behalf of CITY.

32. ACCEPTANCE OF FACSIMILE OR ELECTRONIC SIGNATURES. The Parties agree that this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission, scanned and delivered via electronic mail, or delivered using digital signature technology approved by CITY. Such facsimile or electronic signatures will be treated in all respects as having the same effect as an original signature.

33. FORCE MAJEURE. Should performance of this Agreement be impossible due to fire, flood, explosion, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties’ control (a “Force Majeure Event”), then the Agreement will immediately terminate without obligation

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of either party to the other. If any Force Majeure Event does not make performance impossible, but instead would delay a Party’s performance, then the affected Party may request an extension of the applicable deadline(s) in writing, and any such extension shall be effective only if agreed to in writing by the Parties.

34. TIME IS OF ESSENCE. Time is of the essence to comply with dates and schedules to be provided.

35. ATTORNEY’S FEES. The parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any party hereto to enforce this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that party or those parties may be entitled.

36. STATEMENT OF EXPERIENCE. By executing this Agreement, CONTRACTOR represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY.

CONTRACTOR represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private Contractors, and experience in dealing with public agencies all suggest that CONTRACTOR is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public agency.

37. DISCLOSURE REQUIRED. (CITY and CONTRACTOR initials required at one of the following paragraphs)
By their respective initials next to this paragraph, CITY and CONTRACTOR hereby acknowledge that CONTRACTOR is a “contractor” for the purposes of the California Political Reform Act because CONTRACTOR’S duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a)(2) or otherwise serves in a staff capacity for which disclosure would otherwise be required were CONTRACTOR employed by CITY. CONTRACTOR hereby acknowledges his or her assumingoffice, annual, and leaving-office financial reporting obligations under the California Political Reform Act and the CITY’S Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to the Contractor commencing services hereunder, the City’s Manager shall prepare and deliver to CONTRACTOR a memorandum detailing the extent of CONTRACTOR’S disclosure obligations in accordance with the CITY’S Conflict of Interest Code.

City Initials ______
Contractor Initials ______
OR

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By their initials next to this paragraph, CITY and CONTRACTOR hereby acknowledge that CONTRACTOR is not a “contractor” for the purpose of the California Political Reform Act because CONTRACTOR’S duties and responsibilities are not within the scope of the definition of contractor in Fair Political Practice Commission Regulation 18700.3(a)(2) and is otherwise not serving in staff capacity in accordance with CITY’S Conflict of Interest Code.

City Initials ______
Contractor Initials ______
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.

CITY OF LOMITA CONTRACTOR

Andrew Vialpando, City Manager By: Delven Diaz, Vice President

ATTEST:
95-2885616
Kathleen Horn Gregory, City Clerk Taxpayer ID No.

APPROVED AS TO FORM:

Trevor Rusin, City Attorney
www.soffaelectric.com
[email protected] Page | 1 of 10
City of Lomita Water Department
SCADA Integrator On-Call Services
Support Contract
NOTICE
This document contains information that is confidential and proprietary property of SOFFA ELECTRIC, INC and has been provided for the sole purpose of evaluation. Recipient agrees that this document may not be copied, published, disclosed or used for any other purpose without the express written consent of SOFFA ELECTRIC, INC.

SOFFA ELECTRIC
www.soffaelectric.com
Exhibit A
Head Office Orange County Office Northern California Offices 5901 Corvette Street,
Commerce, CA 90040
587 Apollo St,
Brea, CA 92821
4523 B Street,
Stockton, CA 95206
950 Iron Point Rd,
Folsom, CA 95630
www.soffaelectric.com
[email protected]
SOFFA T&C 2024 June 2024
Page | 2 of 10
Service Contract Proposal
To: City of Lomita Water Department Quote Date: 03/02/2026 Attn: Van Mesa Estimate No.: E-3744Q01
RE: City of Lomita – Cypress Water Treatment Plant
SCADA Integrator On-Call Support Service Contract
Ref: J-04105
Dear Van Mesa,
We are pleased to provide this proposal for an On-Call Support Service Contract to provide technical support, specialized preventative maintenance services, equipment calibration services, troubleshooting/ repair services, and system integration services for the City of Lomita’s SCADA Control System. Under this service contract, our goal is to provide support for the City’s automation assets, including SCADA system, PLC systems, communication/telemetry systems, motor controls, and instrumentation.

This Service Contract Proposal is presented as an on-call support contract, with services to be performed on a Time and Material cost basis. Services will be rendered in accordance with the included Rate Sheet and per the terms and conditions provided below.

Scope of Services
Below identifies the scope of coverage for this on-call support service contract:
• SCADA system technical support, configuration, application development, and programming. • PLC system technical support, configuration, application development, and programming. • IO Channel and Loop calibrations and tuning, as needed. • Instrumentation sensor and transmitter calibrations and signal validations as needed. • Automation and control troubleshooting, technical support, triage and repair services.

Service Coverage
Coverage for support services include the following facilities/assets:
• Cypress Water Treatment Plant
o SCADA System
o PLC Control Systems
o Instrumentation Control Systems
o Motor Controls and Automation Systems
• Remote Telemetry Units
o PLC Control Systems
o Instrumentation Control Systems
o Motor Controls and Automation Systems
• Other
o Network/Communication and Telemetry Systems
Contract Term
• 12-month service agreement, renewable upon mutual agreement.

Services covered by this service agreement include the following support and services:
• Shop Wiring Technician, as required
• Factory Field Technician, as required
• Project Manager, as required
• Field Service Engineer, as required
• Control System Engineer, as required
• PLC/SCADA Programmer, as required
• Network Systems Engineer, as required
• Misc. Materials, as required
Contract Fee
TOTAL (including applicable sales tax): PER RATE SEET
Fee Premium
• Per attached Rate Sheet below.

Clarifications
• This service support agreement includes support services of existing operational control systems at the identified above facilities, with such support service to maintain operational functionality and performance. No system modifications or upgrades to the system are included within this contract (which shall be quoted separately on an as-needed basis). If any hardware or computer equipment is required to be replaced due to component fault or failure, such replacements shall be provided by the City of Lomita or purchased by SOFFA, as pre-approved by the City of Lomita, and billed under this contract for reimbursement, or furnished and invoice.
• Unless otherwise indicated by the Scope of Work above, quote is to furnish only and does not include any trade labor, trade work, construction work, site improvement, contractor services, or any trade installation services. Any trade labor and/or related trade work shall be performed by others/contractor. • Any extra work beyond the approved scope of work will incur additional expenses based on time and materials used.
• SOFFA is not responsible for field verifying the accuracy of instrument installation, sizing type, proper electric circuits, control wire quality with their conduits, conduit fills, or process/hydraulic engineering.

Head Office Orange County Office Northern California Offices 5901 Corvette Street,
Commerce, CA 90040
587 Apollo St,
Brea, CA 92821
4523 B Street,
Stockton, CA 95206
950 Iron Point Rd,
Folsom, CA 95630
www.soffaelectric.com
[email protected]
SOFFA T&C 2024 June 2024
Page | 4 of 10
• SOFFA is not responsible for instrument signal integrity of existing instrumentation. Instrument calibration may be performed in correlation with troubleshooting efforts under this contract. Factory calibration of instruments takes precedence over field calibration, unless field-specific calibrations are provided by the Owner. SOFFA can perform instrument calibrations upon request. • This service contract does not include Electrical Power Studies, Seismic Calculation, NETA Testing or Conductor Insulation Testing.
• SOFFA is not responsible for supporting any vendor packages where such support or service would constitute a violation of vendor warranty. If vendor package requires support, the Owner will need to coordinate for vendor service and SOFFA will provide supplemental support and coordination. • Services do not include installation labor, termination, construction work, site improvements, trade labor, contractor services and/or startup and testing services. • Unless otherwise indicated by the Scope of Work above, the following is materially not included within this quotation:
o Software licenses or software subscriptions.
o Conduit, field wire, tubing, or basic trade installation materials (brackets, screws, bolts, j-box, stanchions, pull-box, etc.).
o Instrumentation mounting components, brackets, stanchions, sunshields, etc. o Local control stations and/or field mounted disconnects. o Instrumentation, devices, components, or equipment not specifically identified in the above quotation
o Antenna tower and/or mast
o Stilling wells
o Spare Parts
o Demolition and salvage
o Seismic calculations
o Raceway systems drawings
o Fiber optic patch panels, cable, splicing or terminations. o Networking infrastructure or architecture modifications to existing facilities. o Any 3rd party testing, harmonic testing/analysis, protective device coordination study, short-circuit analysis, or Arc-Flash Risk Assessment (AFRA) services. o Electrical interconnection diagrams for equipment not furnished by SOFFA. o ISA process control loop diagrams.
o Signal loop diagrams for equipment not furnished by SOFFA.

Provisions
• Quote is firm for 30 days unless otherwise stated.
• Invoicing: Upon project initialization, the Service Contract premium fee, identified above, will be invoiced within 30 days.

For any questions related to this proposal, please email [email protected].

Sincerely,
Sean Fujiyoshi
Sean Fujiyoshi
Bid Analyst
Email: [email protected]
Head Office Orange County Office Northern California Offices 5901 Corvette Street,
Commerce, CA 90040
587 Apollo St,
Brea, CA 92821
4523 B Street,
Stockton, CA 95206
950 Iron Point Rd,
Folsom, CA 95630
www.soffaelectric.com
[email protected]
SOFFA T&C 2024 June 2024
Page | 6 of 10

GENERAL TERMS & CONDITIONS

1. Work. SOFFA Electric Inc. shall execute and provide all labor, supervision, materials, and apparatus required to pursue and complete the Work described above. SOFFA shall perform the work in a professional and competent manner. Unless otherwise specified, work must be completed during normal business hours (Monday through Friday, 7 a.m. to 4 p.m.) and pricing does not include overtime, shift, or off-hours work. Work performed outside of normal business hours is compensated for at overtime rates. This includes any time worked in excess of 8 hours but less than 12 hours during the week, and the first 8 hours worked on Saturday. Work performed outside of normal business hours in excess of 12 hours, in excess of 8 hours on Saturday, and on Sundays and holidays are compensated at double time rates.

2. Non-Solicitation. To the fullest extent permitted by law, during the term of the Project and for a period of 18 months thereafter, both parties agree not to, directly or indirectly, solicit, recruit or employ any employee of either party without the prior written consent of the other.

3. Progress Payments.Prior to each Monthly Billing date, SOFFA is required to provide Owner/Contractor with a progress payment application that outlines the value of the Work delivered, also known as "Completed Work." Within 30 days of receiving this application, Owner/Contractor must make a progress payment to SOFFA that is equivalent to the value of the Completed Work as of the corresponding Monthly Billing date. As part of the Progress Payments a 5% “Project Initialization” charge will be billed upon receipt of a signed Purchase Order. When required, Retention of 5% will be billed at the point of substantial completion of SOFFA’s portion of the work.

4. Final Payment. A final payment, consisting of the unpaid balance of the Price, shall be made within 30 days after the last of the following to occur: (a) completion of the Work by the SOFFA, (b) furnishing of evidence satisfactory to Owner/Contractorthattherearenoclaims,obligations,liens outstanding or unsatisfied for labor, services,materials, equipment, taxes or other items performed, furnished or incurred in connection with the Work, (c) delivery general release, in a form satisfactory to the Owner / Contractor, executed by SOFFA in favor of Owner / Contractor and Owner.

5. Payment Terms. Interest and late charges shall accrue at 1.5% per month on any unpaid balances.

6. Change Orders. Owner / Contractor may from time to time, by written order (“Change Order”) to SOFFA, make changes in the Work. SOFFA shall thereby perform the changed Work in accordance with the terms of the Change Order. The Contract Price shall be adjusted by the net amount of any direct savings or direct cost attributable to the Change Order.

7. Storage of Materials on Site. Materials stored on site or in third party storage to be installed by others are considered delivered to the site owner's care and custody.

8. Proposal. This proposal and pricing are good for 30 days from the date of this proposal unless specified otherwise above. The proposal shall be incorporated into any contract or purchase order issued, whether or not this is expressly stated. Before beginning the task outlined here, the proposal must be accepted. Acceptance of this proposal is indicated by a notice to proceed or purchase order. Total price does not include applicable sales tax, tariffs, or shipping charges, unless otherwise noted. Lead times listed are estimates only. Fieldwork not included in the quotation will be subject to the rates and terms specified on the SOFFA Service Rate Schedule. Any exceptions must be stated and accepted in writing. Standby time is defined as the time during which the technician is available to work but is not working due to circumstances outside of the control of SOFFA, including weather conditions or by Client direction. Standby time will be billed at rates specified on the SOFFA Service Rate Schedule (including overtime if work is required outside normal business hours or the Field Technician’s daily work hours).

9. Documents. The proposal is based on the documents listed. We cannot agree to be bound by the terms of any document not furnished to us prior to bid. Costs associated with documents that are not listed or not provided prior to the date above are not included in the price above.

10. Limits of Liability.In no event, regardless of cause, shall SOFFA assume responsibility for or be liable (a) under any penalty clause of for penalties of any description, (b) for indemnification of client or others for costs, damages, or expenses arising out of or related to the goods or services provided under the contract or for certification unless otherwise specifically provided herein, or (c) for any loss of profits, loss of use, business interruption, loss of data, or indirect, incidental, special, or consequential damages of any kind in connection with or arising out of the furnishing, performance, or use of the goods or services provided to client, including related documentation, or arising from delay in delivery or furnishing of any services or products, whether alleged as a breach of contract, or tortious conduct, including negligence, or otherwise, even if SOFFA has been advised of the possibility of such damages.

Furthermore, SOFFA’s liability arising out of or related to the contract, including for direct damages, shall not exceed the purchase price stated in the attached proposal. This limitation of liability is cumulative, with all payments for claims or damages in connection with the contract being aggregated to determine satisfaction of the limit, such that the existence of one or more claims will not enlarge the limit. In addition, this limitation of liability will apply regardless of the form of action, whether in contract or tort, including negligence.

11. Liquidated Damages. SOFFA shall not be responsible for any failure to perform, or delay in performance of, its obligations resulting from acts of God, failure of its suppliers to ship or deliver on time, or other circumstances beyond SOFFA’s reasonable control, including, but not limited to, sourcing, shipment or delivery issues caused by, related to, or resulting from COVID-19 or other similar national or global health situations. Under no circumstances is SOFFA liable for any penalties related to or identified as liquidated damages for failure to meet a delivery schedule regardless of the cause.

12. Material Pricing /Delivery Delays. If, during the performance of this contract, material pricing significantly increases, through no fault of SOFFA, the proposal price shall be equitably adjusted by an amount reasonably necessary to cover any such significant price increases. As used herein, a significant Head Office Orange County Office Northern California Offices 5901 Corvette Street,
Commerce, CA 90040
587 Apollo St,
Brea, CA 92821
4523 B Street,
Stockton, CA 95206
950 Iron Point Rd,
Folsom, CA 95630
www.soffaelectric.com
[email protected]
SOFFA T&C 2024 June 2024
Page | 7 of 10
price increase shall mean any increase in price exceeding 3% as experienced by SOFFA from the date of the contract signing. Such price increases shall be documented through quotes, invoices, or receipts.

Where the delivery of material is delayed, through no fault of subcontractor, due to shortages or unavailability of materials, SOFFA shall not be liable for any additional costs or damages associated with such delay(s).

The parties understand and agree that (i) there are current issues with the manufacture and supply of various materials and equipment (all, collectively, “Goods”), which issues generally are referred to as “supply chain disruption” (“Disruption”), (ii) the Disruption arises from a variety of global, national, and local factors, all of which are beyond the control of SOFFA Systems, and (iii) the Disruption has impacted suppliers ability to provide goods by certain dates, in the quantities ordered, and/or for the specified price.

13. Accelerated/ Decelerated /Termination of Project Execution FAST TRACK:

Client acknowledges that if Client requires a Systems Integrator (as defined below) to perform on an accelerated schedule (i.e. pace faster than the Systems Integrator's normal business procedure as dictated by the Systems Integrator's standard business practices), the risk of errors in the design and development of hardware and software increases as do certain costs such as but not limited to, express shipping of incoming purchases to the Systems Integrator, charges for expedited manufacture, development and/or delivery of hardware and/or software to the Systems Integrator and, express shipping to Client by the Systems Integrator. Client agrees that upon Client's request to the Systems Integrator to perform on an accelerated basis, Client will compensate the Systems Integrator (at Systems Integrator's then prevailing rates) for the additional costs incurred and work required as a result of the accelerated pace of project execution.

SLOW TRACK:

A decelerated pace of project execution also causes additional work and costs. If Client decelerates the pace of project execution, Client shall bear the additional costs and expenses associated with such deceleration including but not limited to paying the Systems lntegrator for "spin-up" time (inefficiency caused by starting and stopping) at the System Integrator’s then prevailing rates. As used herein, “System Integrator” refers to any person or entity responsible for integrating software, hardware or other materials or equipment provided by SOFFA into Client’s computer network or other system(s).

TERMINATION:

Cancellations or stop-work requests by Client on any order or part thereof, must be made in writing. Notwithstanding any such request, Client agrees to pay SOFFA’s standard contract labor rate for all labor incurred, and SOFFA’s’ net material costs for all materials purchased for that order, including any restocking charges incurred.

If Client fails to comply with its obligations hereunder (including without limitation the full and timely payment to SOFFA), SOFFA may provide written notice of such default to Client and suspend further performance until such default is cured by Client. When such default is cured by Client, the amount to be paid for the Project will be equitably increased to account for SOFFA’s damages arising from such suspension (including without limitation demobilization and remobilization expenses and increased costs of performance) and the time for SOFFA to complete the Project will be equitably extended to account for such suspension. If Client fails to cure such default within 30 days of its receipt of such notice from SOFFA, SOFFA may terminate its agreement with Client by providing written notice thereof and recover from Client payment for all portions of the Project performed (in whole or in part) through the date of such termination, SOFFA’s demobilization expenses and other reasonable termination costs, the amount of expected overhead and profit SOFFA would have earned on the cancelled portions of the Project if not for Client’s default, and any collection costs incurred by SOFFA in obtaining payment due from Client.

14. Warranty. SOFFA warrants all equipment manufactured by SOFFA to be free from defects in material and workmanship under normal use and service for a period of twelve (12) months OR as defined in the contract from date of shipment. All parts or products not manufactured by SOFFA will be covered only by the express warranty, if any, of the manufacturer. SOFFA’s above- described limited warranty does not extend to damage or wear caused by misuse, negligence, accident, corrosion, modification by Client, faulty installation, loss of product, or tampering in a manner to impair normal operation of the equipment. SOFFA reserves the ultimate right to determine implicitly or explicitly what is or is not covered by the warranty.

15. Ownership of Software. Title to the application software provided to Client by SOFFA under the Contract remains with SOFFA, and Client is subject to any third-party licenses. SOFFA grants to the Client a personal, paid-up, perpetual, nonexclusive, non-assignable and non-transferable license, without right of sub-license, to use said application software in the application for which the software was designed in conjunction with the specified equipment. Security / Password Maintenance becomes the sole responsibility of the Client upon acceptance of Certificate of Proper Operation (COPO).

16. Intellectual Property. SOFFA shall retain all rights, title and interest in all Intellectual Property (as defined herein) used, made or arising in connection with the Contract or otherwise provided or communicated to Client by or on behalf of SOFFA. Without limiting the foregoing, Client shall not use any drawings or specifications prepared by SOFFA, except for the purpose of confirming the quality of design and manufacturing of the products set forth in the attached proposal; and Client shall not photocopy, duplicate or in any way reproduce in whole or in part any drawings, specifications, or software which may be supplied by SOFFA; provided, however, that the Client may make copies of and use such software for Client's internal purposes only, and not for rendering services or selling products to third persons. The Client shall not sell, license, sublicense, assign or otherwise transfer the Intellectual Property or any interest therein to anyone. As used herein, “Intellectual Property” means and includes any and all software, Head Office Orange County Office Northern California Offices 5901 Corvette Street,
Commerce, CA 90040
587 Apollo St,
Brea, CA 92821
4523 B Street,
Stockton, CA 95206
950 Iron Point Rd,
Folsom, CA 95630
www.soffaelectric.com
[email protected]
SOFFA T&C 2024 June 2024
Page | 8 of 10
specifications, designs, processes, techniques, concepts, improvements, discoveries, ideas, and inventions, whether or not patentable, and all patents, copyrights, trade secrets and other intellectual property rights therein or related thereto.

17. Returns. All products and services described herein are sufficiently unique to prohibit any return for full or partial credit, other than under a warranty, unless specifically stated otherwise in the attached proposal. SOFFA is not responsible for loss of or damage to products returned to it, unless notified in advance of the return and the Purchaser is given a Return Authorization Number which is prominently placed upon the shipping documents and packing container.

18. Dispute Resolution / Governing Law / Attorney Fees. It is agreed that any dispute arising under the Contract, including without limitation disputes relating to interpretation of the Contract terms or the performance, negligent performance or non- performance of the Contract or any part thereof, will be determined by submission to binding arbitration in accordance with the California Arbitration Act (California Code of Civil Procedure [“CCP”] sections 1280 – 1294.2) or any successor statute then in effect. Any such arbitration shall be held and conducted in Los Angeles, California, before one (1) neutral arbitrator who shall be selected by mutual agreement of the parties; provided, however, if agreement is not reached on the selection of an arbitrator within fifteen (15) days of a party’s written demand for arbitration, then such arbitrator shall be appointed by the presiding judge of the Superior Court of California County of Los Angeles in accordance with CCP section 1281.6. The discovery provisions of CCP section 1283.05 shall apply in the arbitration proceedings. The arbitrator’s decision shall be based on California law. The arbitrator’s decision may include monetary and/or equitable relief. The cost and fees of the arbitrator shall be borne by the non-prevailing party. In addition, the prevailing party shall be awarded reasonable attorney fees, witness costs and expenses, and other costs and expenses incurred in connection with the arbitration. ALL PARTIES TO THE

CONTRACT, BY ENTERING INTO IT, ARE GIVING UP THEIR CONSTITUTIONAL RIGHT TO HAVE ANY SUCH DISPUTE DECIDED IN A COURT OF LAW BEFORE A JURY, AND INSTEAD ARE ACCEPTING THE USE OF ARBITRATION AS THEIR EXCLUSIVE REMEDY.

If any proceeding or lawsuit is brought by either party hereto against the other relating to any dispute arising out of or relating to the Contract or the subject matter thereof, the prevailing party in such proceeding or lawsuit shall be entitled to receive, in addition to any other relief that may be awarded, its costs of suit, expert witness fees and reasonable attorneys’ fees of outside counsel, including costs and fees on any appeal.

Insurance. SOFFA carries the following insurance.

Workmen's Compensation $1,000,000 (state-required level) General Liability Each Occurrence $1,000,000
Personal & Adv injury $1,000,000
Products Aggregate $1,000,000
General Aggregate $2,000,000
Automobile $1,000,000
Excess Liability $4,000,000
Professional Liability Each Occurrence $1,000,000
Aggregate $3,000,000
Head Office Orange County Office Northern California Offices 5901 Corvette Street,
Commerce, CA 90040
587 Apollo St,
Brea, CA 92821
4523 B Street,
Stockton, CA 95206
950 Iron Point Rd,
Folsom, CA 95630
www.soffaelectric.com
[email protected]
SOFFA T&C 2024 June 2024
Page | 9 of 10
PROJECT RATE SHEET (E-3744)
OTHER CHARGES:

1. Mileagewhen using personal or company vehicleswill be charged IRS rate plus 15%.

2. Materials / Expenses will be billed at costs plus 15% handling charge.

3. PerDiem $275.00. (Per Diem & expenses charged when employee is staying overnight)

4. Rates valid for a period of 3 years.

5. Minimum 10-hour charge for services outside ofthe company’s local service area. (Non-drivingdistances)

6. Minimum 4-hour charge for services within the company’s service area. (Includes driving time) OTHER TERMS:

SOFFA’s time will be invoiced to Client on a regular basis. The client shall have 5 business days to object to any specific entry contained on SOFFA’s invoice. If no specific objection to SOFFA’s invoice is given in writing to SOFFA before the end of 5 calendar days following Client’s receipt of same, Client will be deemed to have waived any claim to irregularities in the invoice. If any objection to SOFFA’s weekly invoice is timely made by Client, the parties agree to meet within three (3) days to discuss the objection and attempt to come to an informal resolution of the dispute. If no resolution is reached within three (3) days of the making of the objection, the dispute resolution procedure set forth herein below shall be used.

If a timely written objection is made to any entry on any SOFFA invoice which is not resolved by informal negotiations between the parties, the parties agree to the following dispute resolution procedure.

If the sum of money that is the subject of the objection remains cumulatively less than 10% of the total invoiced amount to date under this Agreement, the parties agree to continue to cumulate the amount in dispute until either the work to be performed by SOFFA for Client has concluded or the amount in controversy exceeds 10% of the total invoiced amount to date.

If (1) there remains a dispute about any invoice upon the conclusion of work by SOFFA, or (2) if the amount in dispute exceeds ten percent (10%) of the total amount invoiced to date under this Agreement, or (3) any dispute arises between the parties related to the meaning or enforcement of this Agreement, the parties agree to submit their dispute to binding arbitration. This arbitration shall be handled in accordance with the rules and procedures promulgated by the Judicial Arbitration and Mediation Service (J.A.M.S.) and shall be determined by one arbitrator selected pursuant to those rules.

The parties agree that they will mutually bear the expense of the arbitrator and their own attorney fees in this arbitration unless the arbitrator makes a special finding that one or the other party has refused to participate in the arbitration in good faith, in whole or in part, and the arbitrator further assigns one party or the other “damages” in the form of attorney fees and arbitrator fees reasonably caused by the failure to participate in good faith. This arbitration shall be binding on the parties, with no right to trial by jury or judge, or
right to appeal. The parties agree they will resolve the dispute within 90 days of notice by the demanding party that an arbitration has been commenced.

Professional Services Standard Rate OvertimeRate Premium Services Rate
Travel Time Rate
Shop Wiring Technician $105.00 $174.50 $232.00 N/A
Factory Field Technician $155.00 $293.00 $390.00 $139.50 Project Manager $225.00 $337.50 $450.00 $153.00
Field Service Engineer $220.00 $312.50 $418.00 $147.50
Control System Engineer $225.00 $337.50 $450.00 $153.00 PLC/SCADA Programmer $235.00 $352.50 $470.00 $197.40
Network Systems Engineer $250.00 $375.00 $500.00 $210.00 Service Rate Definitions Mon-Fri
7AM-5PM
Mon-FriAfter5 PM
Sat 7AM-5PM
After 8 HRs/Day
SatAfter 5 PM
Sun & Holidays
Any Day
oftheWeek
Head Office Orange County Office Northern California Offices 5901 Corvette Street,
Commerce, CA 90040
587 Apollo St,
Brea, CA 92821
4523 B Street,
Stockton, CA 95206
950 Iron Point Rd,
Folsom, CA 95630
www.soffaelectric.com
[email protected]
SOFFA T&C 2024 June 2024
Page | 10 of 10
SOFFA reserves the right to cease work under this agreement at any time after it determines that informal negotiation of a written objection has not resulted in the immediate right to payment ofthe disputed funds.

SOFFA Electric Inc.

Name:DelvenDiaz,VicePresident
Date:February 26, 2026
ACKNOWLEDGEMENT:

The undersigned acknowledges the above rates,terms, conditions, and related provisions associated with having SOFFA ELECTRIC INC. perform work on an as-needed basis (whether for on-call services, time-&- material work, or change order/force-account work, etc.).

Company/Agency
Name, Title
Signature
Date
Signature:

Lomita City CouncilJune 2, 2026

Lomita City Council
June 2, 2026