Agenda packet, regular meeting — Moreno Valley City Council, January 4, 2022 (part 3 of 5)

SB 901 requires that POUs must present their wildfire mitigation plan at an appropriately noticed public meeting and receive public comment. The POU must also verify that the wildfire mitigation plan complies with all applicable rules, regulations, and standards. POUs must also have their plan reviewed by a qualified independent evaluator to assess the comprehensiveness of the plan every three years, which occurred last year.

In 2019, two new bills (SB 1054 and SB 111) made additional major reforms relating to wildfires. As part of these reforms, SB 111 created a new state agency called the California Wildfire Safety Advisory Board (“Board”). The members of the board must be selected from industry experts, academics, and people with labor and workforce safety experience. At least three members must be experienced in the safe operation, design, and engineering of electrical infrastructure. SB 1054 requires that all POUs must submit their wildfire mitigation plans to the Board by July 1 of each year, starting i n 2020. The Board will then review the POU plans and will provide comments and advisory opinions on the content and sufficiency of the plans. If additional Board requirements are received this year, further revisions of the adopted updated MVU Wildfire Mitigation Plan may be required. Any substantive changes will be brought to the City Council for consideration.

Pursuant to Public Utilities Code, Section 8387, MVU has prepared the required update to the wildfire mitigation plan. Updates include fire ignition data for reporting year 2021, Public Safety Power Shutoff notification procedures, and the inclusion of the Wildfire Safety Advisory Board’s Informational Response document. Staff has reviewed MVU’s wildfire mitigation plan and concluded that the plan meets all the required criteria as provided in Section 8387. Staff recommends adopting the Moreno Valley Utility 2022 Wildfire Mitigation Plan.

MVU will submit its adopted updated wildfire mitigation plan to the California Wildfire Safety Advisory Board prior to July 1, 2022.

ALTERNATIVES

1. Approve the updated MVU Wildfire Mitigation Plan. The plan provides baseline procedure and practice of safe and effective operation of the MVU electric system while minimizing risks of wildfires. Adoption of the plan will keep MVU in compliance with state mandates. This update incorporates current recommended additions and changes outlined in the Guidance Advisory Opinion issued by the California Wildfire Safety Advisory Board. Staff recommends this alternative.

2. Do not approve the MVU Wildfire Mitigation Plan. This action would delay the submission of an adopted Wildfire Mitigation Plan and MVU will not be in compliance with state mandates. Staff does not recommend this action.

FISCAL IMPACT

A.16
Packet Pg. 327

Page 4 ends

There is no cost associated with the approval of the MVU Wildfire Mitigation Plan.

NOTIFICATION

Publication of the Agenda.

PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Dean Ayer Michael Lloyd
Senior Management Analyst Public Works Director/City Engineer

Concurred By:

Jeannette Olko
Electric Utility Division Manager

CITY COUNCIL GOALS
Positive Environment. Create a positive environment for the development of Moreno Valley's future.

CITY COUNCIL STRATEGIC PRIORITIES

1. Economic Development

2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs

Objective 4.1: Develop a Moreno Valley Utility Strategic Plan to prepare for the 20 22 expiration of the ENCO Utility Systems agreement.

ATTACHMENTS
To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

1. 2022 WMP Update

2. Resolution Wildfire Mitigation Plan 01042022

APPROVALS

Budget Officer Approval  Approved . 11/22/21 7:34 AM City Attorney Approval  Approved .

City Manager Approval  Approved . 11/29/21 9:15 AM

A.16
Packet Pg. 328

Page 5 ends

HISTORY:
12/07/21 City Council REMOVED FROM AGENDA
Next: 01/04/22
A.16
Packet Pg. 329
2022 Wildfire
Mitigation Plan
November 18, 2021
A.16.a
Packet Pg. 330
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 2022 MVU Wildfire
Mitigation Plan Version
November 18, 2021 2
Table of Contents
I. Utility Context Summary ................................................................................................................................................. 3 II. Overview ......................................................................................................................................................................... 3 A. Policy Statement ......................................................................................................................................................... 3 B. Purpose of the Wildfire Mitigation Plan ..................................................................................................................... 3 C. Organization of the Wildfire Mitigation Plan .............................................................................................................. 3 III. Objectives of the Wildfire Mitigation Plan .................................................................................................................. 4 IV. Roles and Responsibilities ........................................................................................................................................... 4 A. Utility Governance Structure ...................................................................................................................................... 4 B. Wildfire Prevention ..................................................................................................................................................... 5 C. Wildfire Response and Recovery ................................................................................................................................ 6 D. Standardized Emergency Management System ......................................................................................................... 7 V. Wildfire Risks and Drivers Associated with Design, Construction, Operation, and Maintenance .................................. 9 A. Particular Risks and Risk Drivers Associated with Topographic and Climatological Risk Factors ............................... 9 B. Enterprise-wide Safety Risks ....................................................................................................................................... 9 VI. Wildfire Preventative Strategies ............................................................................................................................... 10 A. High Fire Threat District ............................................................................................................................................ 10 B. Design and Construction Standards .......................................................................................................................... 10 C. Vegetation Management .......................................................................................................................................... 10 D. Inspections ................................................................................................................................................................ 10 E. California Public Utility Commission Wildfire Threat Map ....................................................................................... 11 F. CalFire Fire Threat Map ............................................................................................................................................. 12 G. Reclosing Policy ......................................................................................................................................................... 12 H. De-energization ......................................................................................................................................................... 12 VII. Rest
oration of Service ............................................................................................................................................... 12 VIII. Evaluation of the Plan ............................................................................................................................................... 13 A. Metrics and Assumptions for Measuring Plan Performance .................................................................................... 13 B. Impact of Metrics on Plan ......................................................................................................................................... 14 C. Monitoring and Auditing the Plan ............................................................................................................................. 14 D. Identifying and Correcting Deficiencies in the Plan .................................................................................................. 14 E. Monitoring the Effectiveness of Inspections ............................................................................................................ 14 IX. Attachment A 2021 Informational Response..............................................................................................................15 A.16.a
Packet Pg. 331
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021 3
I. Utility Context Summary
Utility Name Moreno Valley Utility
Size in Square Miles 33.48 square miles
Assets ☐ Transmission ☑ Distribution ☑ Generation
Number of Customers Served 6,524 as of December 2020
Customer Classes ☑ Residential ☑ Government ☐ Agricultural ☑ Small/Medium Business ☑ Commercial/Industrial
Location/Topography ☑ Urban ☐ Wildland Urban Interface
☐ Rural/Forest ☐ Rural/Desert ☐ Rural/Agriculture
Percent Territory in
CPUC High Fire Threat Districts
☑ Includes maps 0% in Tier 2 0% in Tier 3
CAL FIRE FRAP Map Fire Threat Zones ☑ Includes maps 0% Extreme 0% Very High 0% High Existing Grid Hardening Measures ☑ Describes hardened & non-hardened infrastructure Utility Fire Threat Risk Level ☐ High ☑ Low ☐ Mixed
Impacted by another utility’s PSPS? ☑ Yes ☐ No
Mitigates impact of another utility’s PSPS? ☑ Yes ☐ No
Expects to initiate its own PSPS? ☐ Yes ☑ No
Prevailing wind directions & speeds by season ☐ Includes maps ☐ Includes a description II. Overview
A. Policy Statement
Moreno Valley Utility’s overarching goal is to provide safe, reliable, and economic electric service to its local community.

In order to meet this goal, Moreno Valley Utility constructs, maintains, and operates its electrical lines and equipment in a manner that minimizes the risk of catastrophic wildfire posed by its electrical lines and equipment.

B. Purpose of the Wildfire Mitigation Plan
Moreno Valley Utility’s (MVU) entire electric supply system is located underground in conduit and vaults. Historically, undergrounded electric lines have not been associated with catastrophic wildfires. The undergrounding of electric lines serves as an effective mitigation measure to reduce the potential of power-line ignited wildfires. Based on a review of local conditions and historical fires, MVU has determined that its electrical lines and equipment do not pose a significant risk of catastrophic wildfire.

Despite this low risk, MVU takes appropriate actions to help its region prevent and respond to the increasing risk of devastating wildfires. In its role as a public agency, MVU closely coordinates with other local safety and emergency officials to help protect against fires and respond to emergencies. In its role as a utility, MVU follows all applicable design, construction, operation, and maintenance requirements that reduce safety risks associated with its system. This Wildfire Mitigation Plan describes the safety-related measures that MVU follows to reduce its risk of causing wildfires.

C. Organization of the Wildfire Mitigation Plan
This Wildfire Mitigation Plan included the following elements:
• Objectives of the plan;
• Roles and responsibilities for carrying out the plan; • Identification of key wildfire risks and risk drivers; A.16.a
Packet Pg. 332
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021
4 • Description of wildfire prevention, mitigation, and response strategies and programs; • Metrics for evaluating the performance of the plan and identifying areas for improvement; • Review and validation of the plan; and
• Timelines.

III. Objectives of the Wildfire Mitigation Plan
The primary goal of this Wildfire Mitigation Plan is to describe MVU’s existing programs, practices, and measures that effectively reduce the probability that MVU’s electric supply system could be the origin or contributing source for the ignition of a wildfire. To support this goal, MVU regularly evaluates the prudent and cost-effective improvements to its physical assets, operations, and training that can help reduce the risk of equipment-related fires.

The secondary goal of this Wildfire Mitigation Plan is to improve the resiliency of the electric grid. As part of the development of this plan, MVU assesses new industry practices and technologies that will reduce the likelihood of an interruption (frequency) in service and improve the restoration (duration) of service.

IV. Roles and Responsibilities
A. Utility Governance Structure
Electric Utility
Special Districts
A.16.a
Packet Pg. 333
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021
5 The City of Moreno Valley is a general law city that operates under a Council-Manager form of government. MVU is governed by a five-member City Council. Four Council Members are elected by district to staggered, four-year terms, while the Mayor is directly elected. The council appoints the City Manager, who oversees the daily operations of the City. Volunteer Commissions and Boards, as well as several Citizen Advisory Committees help guide the Council in its decisions. The City Council formed a five-member Utilities Commission, whose purpose is to provide additional review for all matters pertaining to MVU. Commissioners are citizen volunteers, appointed by the City Council for three-year terms.

MVU's Wildfire Mitigation Plan is developed by staff and then reviewed by the Division Manager, Public Works Director, Assistant City Manager, City Manager, Utilities Commission, and the five-member City Council. City Council votes on approval and the plan is approved with a majority vote.

MVU funds wildfire mitigation activities through current rate payer revenues. These funds are augmented by grant awards. Mitigation projects typically take the form of revised equipment design standards and system hardening Capital Improvement Projects.

B. Wildfire Prevention
MVU staff, in partnership with its maintenance and operations provider, is responsible for electric facility design, maintenance, and inspection, including vegetation management. Although MVU’s electrical distribution system is 100% underground, MVU follows best practices to prevent ignition of wildfires from its equipment. These items include:
• MVU performs routine maintenance of all distribution facilities. • MVU adheres to a seasonal weed abatement and vegetation management schedule to maintain at-risk sites. • MVU contracts for seasonal weed abatement services. Standard clearances as defined by General Orders 95, 128, 165, and 174, are maintained as part of routine maintenance cycles. All electric distribution facility equipment requiring repair and maintenance are addressed and corrected as they are identified. Annual inspections and maintenances of MVU substation facilities identified no deficiencies for 2020. • MVU abides by Municipal Code 6.40 to abate trees, shrubs, weeds, and grass at all MVU facilities. Including Landscaping, vegetation, or improved or unimproved property in any of the following conditions: containing weeds, dry grasses, dead trees, dead shrubs, or any other material which bears seeds of a wingy or downy nature or which by reason of their size, manner of growth or location, constitute a fire hazard or a threat to public health, or containing weeds, vegetation, grasses, trees or shrubs, including, but not limited to sagebrush, chaparral, and Russian Thistle (tumbleweed) which, when dry, will in reasonable probability constitute a fire hazard or be blown onto adjoining property by prevailing winds; trees and shrubs containing dead or fallen limbs or branches that may present a safety hazard; trees or shrubs which are overgrown or contain limbs or branches that restrict, impede or obstruct the use of or obscure the visibility of pedestrians or drivers using the public rights-of-way, easements, sidewalks or roadways; overgrown vegetation likely to harbor vermin, insects or rodents of any kind.
• Electric system operates in a manner that will minimize potential wildfire risks. • Take all reasonable and practicable actions to minimize the risk of a catastrophic wildfire caused by MVU electric facilities.
• Coordinate with federal, state, and local fire management personnel as necessary or appropriate to implement MVU’s Wildfire Mitigation Plan.
• Immediately report fires to local fire department, Emergency Management Program Manager, MVU administration, and other City Officials, pursuant to existing MVU practices and the requirements of this Wildfire Mitigation Plan.

A.16.a
Packet Pg. 334
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021
6 • Coordinate with City Emergency Operations Center to disseminate safety warnings, emergency public information, and evacuation notices to local residents. • MVU adheres to City of Moreno Valley personnel policy 5.11 for Employee Disaster Notification and Reporting. • Take corrective action when the staff witnesses or is notified that fire protection measures have not been properly installed and maintained.
• Comply with relevant federal, state, and industry standard requirements, including the industry standards established by the California Public Utilities Commission.

C. Wildfire Response and Recovery
Internally, MVU’s distribution system is controllable remotely through a Supervisory Control and Data Acquisition (SCADA) system networked to all substations and circuits. MVU field staff utilize hard line telephones, cellular telephones, and portable radios to communicate with internal and external stakeholders during an outage or emergency. MVU’s Outage Management System, Utility Maintenance Management System, and Dispatching System all auto-generate notifications to field, office, and administrative staff. MVU is enrolled in several mutual aid networks (APPA, CA Disaster & Civil Defense, CA Utilities Emergency Association) to facilitate expedited response and recovery from severe storms, natural disasters, or mass outages.

The City of Moreno Valley maintains a two-way (LF, HF, VHF, and UHF) mobile and base stations for communications enhanced by repeater system to extend the coverage area. This includes three repeater channels and three unit-to- unit/talk-around channels in the 800 MHz Public Safety band. The City of Moreno Valley owns ten iridium satellite phones that are issued to key personnel in the city during an emergency. Mobile radio communications are available utilizing the Moreno Valley Police Mobile Command Center (MCC). The command center has the capability of patching Sheriff, California Highway Patrol (CHP), Riverside Police, CALFIRE, March Air Reserve Base and Moreno Valley Park Rangers all on the same frequency at the same time. Moreno Valley has an Amateur Civil Emergency Services/Radio Amateur Civil Emergency Services (MV ACES/RACES) group, which operates on ham radio frequencies in support of governmental emergency communications. MV ACES/RACES can augment existing systems and establish communication links with otherwise inaccessible areas. They are also capable of sending live video and audio from an incident site to our City’s emergency operations center via the ham radio.

At the county level, a Riverside County Emergency Operations Center (EOC) talk group is programmed into the Omniquest radio and is used to communicate with EOCs within Riverside County during a disaster or emergency. The City of Moreno Valley also has low-band disaster net radios to communicate with all EOCs within Riverside County during a disaster or emergency. This system uses low frequency bands and has several back up channels in case of an outage. Additionally, the City has a portable disaster case radio system. This system allows communications with other agencies such as County Emergency Services, County Fire, County Police, Hospitals, Cities within Riverside County, Moreno Valley Unified School District and Valley View Unified School District.

MVU adheres to California Public Utility Commission GO 95, 128, 165, and 174 for all system infrastructure inspection, maintenance, and reporting.

City of Moreno Valley Office of Emergency Management maintains a city-wide Hazard Mitigation Plan identifying potential fire hazards and mitigation strategies.

City of Moreno Valley also maintains a reporting hotline for all employees to properly notify the city for code violations, hazards, safety concerns, and overgrown landscaping and weeds.

MVU is impacted by Southern California Edison (SCE) Public Safety Power Shutoff (PSPS) events. MVU receives advanced notification from SCE when impacted circuits are being monitored against weather projections for a potential PSPS A.16.a
Packet Pg. 335
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021
7 event. SCE provides the names of circuits being monitored as well as the impacted City accounts, along with the projected period of concern for the PSPS event. As the situation develops, MVU receives updated data from SCE on weather, circuits and accounts being monitored, and if a PSPS is triggered. MVU monitors the SCE status reports and stages mitigation assets appropriately in advance of a SCE triggered PSPS event. If the PSPS event affects any MVU facilities, MVU customers are notified as early as possible of pending power shutoffs.

When a SCE PSPS event is triggered that impacts MVU facilities, MVU notifies its customers of potential service interruption in a variety of ways. Alert notices are pushed out to customers via the MyMVU mobile application, email blasts, direct telephone communication with critical customers, as well as public messaging available on the MVU web site and through MVU’s 24/7 call center. PSPS and outage notices will be translated into Spanish for non-English speakers in the future.

With all of MVU's distribution lines undergrounded, the utility does not de-energize its system during severe weather events. In the event MVU is impacted by an SCE PSPS, MVU does have backup generation assets to keep critical infrastructure operational, including a portable back-up generator that can be distributed to impacted MVU customers.

D. Standardized Emergency Management System
As a local governmental agency,1 MVU has planning, communication, and coordination obligations pursuant to the California Office of Emergency Services’ Standardized Emergency Management System (“SEMS”) Regulations,2 adopted in accordance with Government Code section 8607. The SEMS Regulations specify roles, responsibilities, and structures of communications at five different levels: field response, local government, operational area, regional, and state.3 Pursuant to this structure, MVU annually coordinates and communicates with the relevant safety agencies as well as other relevant local and state agencies. When activated, MVU serves as the Utilities Unit Leader under the Operations Section Chief as part of the City of Moreno Valley’s Emergency Operations Center. In the event that the incident centered on MVU facilities, MVU would serve as the Operations Section Chief.

Under the SEMS structure, a significant amount of preparation is done through advanced planning at the county level, including the coordination of effort of public, private, and nonprofit organizations. Riverside County serves as the Operational Area and is guided by the California Office of Emergency Services, Southern Region. The Operational Area includes local and regional organizations that bring relevant expertise to the wildfire prevention and recovery planning process. These participants include:
1 As defined in Cal. Gov. Code § 8680.2.
2 19 CCR § 2407.
3 Cal. Gov. Code § 2403(b):
1) “Field response level” commands emergency response personnel and resources to carry out tactical decisions and activities in direct response to an incident or threat.
2) “Local government level” manages and coordinates the overall emergency response and recovery activities within their jurisdiction.
3) “Operational area level” manages and/or coordinates information, resources, and priorities among local governments within the operational area and serves as the coordination and communication link between the local government level and the regional level.
4) “Regional level” manages and coordinates information and resources among operational areas within the mutual aid reg ion designated pursuant to Government Code §8600 and between the operational areas and the state level. This level along with the state level coordinates overall state agency support for emergency response activities. 5) “State level” manages state resources in response to the emergency needs of the other levels, manages and coordinates mutual aid among the mutual aid regions and between the regional level and state level, and serves as the coordination and communication link with the federal disaster response system.

A.16.a
Packet Pg. 336
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021
8 Agency/ Dept. Mailing Address Contact Phone Fax
AMR American Medical
Response
879 Marlborough Ave.

Riverside, CA. 92507
951.782.5234 951.782.5617
AMR American Medical
Response
879 Marlborough Ave.

Riverside, CA. 92507
Dispatch 877.267.6622 951.782.5605
Kaiser Permanente: Medical
Center
12815 Heacock
Moreno Valley, CA. 92552
Administration 951.601.6327 951.601.6181
Kaiser Foundation Moreno
Valley: Community Hospital
27300 Iris Ave.

Moreno Valley, CA. 92555
Facilities Services Manager 951.251.6594 951.251.6601
Moreno Valley Fire/Office of
Emergency Management
14177 Frederic St.

Moreno Valley, CA 92553
Emergency Management Program
Manager
951.413.3800 951-413-3801
Moreno Valley: Special
Districts
14331 Frederick Street
Moreno Valley, CA 92253
Division Manager 951.413.3480
Moreno Valley: Fire Dept. 14177 Frederick Street
Moreno Valley, CA. 92553
Fire Marshal 951.413.3370
Moreno Valley: Fire Dept. 22850 Calle San Juan De Los Lagos Moreno Valley, CA 92553
Fire Chief 951.486.6780 951.486.6790
Moreno Valley: Operations &
Maintenance
14177 Frederick Street
Moreno Valley, CA. 92553
Manager 951.413.3160 951.413.3141
Moreno Valley: Police Dept. 22850 San Juan De Los Lagos Moreno Valley, CA. 92552
Police Chief 951.486.6700
Moreno Valley: Public Works 14177 Frederick Street
Moreno Valley, CA. 92553
Public Works Director 951.413.3100 951.413.3141
Moreno Valley Traffic &
Transportation
14177 Frederick Street
Moreno Valley, CA. 92553
City Traffic Engineer 951.413.3140 951.413.3140
Moreno Valley: City
Management
14177 Frederick Street
Moreno Valley, CA. 92553
City Manager 951.413.3020
Moreno Valley: Facilities
Management
14177 Frederick Street
Moreno Valley, CA. 92553
Division Manager 951.413.3740
Moreno Valley: TV3 14177 Frederick Street
Moreno Valley, CA. 92553
Media & Production
Supervisor
951.413.3056 951.413.3053
Moreno Valley: Unified School
District
25634 Alessandro Blvd.

Moreno Valley, CA. 92553
Maintenance Supervisor 951.571.7865 951.571.7811
Riverside Medical Clinic:

Canyon Springs Plaza
6405 Day Street
Moreno Valley, CA. 92552
Facilities 951.321.6331 951.248.6703
Riverside County:

Dept. of Environmental Health
4065 County Circle
Riverside, CA.

Deputy Director 951.358.5172 951.358.5017
Riverside County: Dept. of
Environmental Health
4065 County Circle
Riverside, CA.

Supervising Environmental Health
Specialist
951.358.5172 951.358.5017
Riverside County: Dept. of
Environmental Health
800 S. Sanderson Ave. #200
Hemet, CA. 92545
Supervising Environmental Health
Specialist
951.766.2824
Riverside County: Dept. of
Environmental Health
800 S. Sanderson Ave. #200
Hemet, CA. 92545
Supervising Environmental Health
Specialist
951.766.2824
Riverside Regional: Medical
Center
26520 Cactus Ave.

Moreno Valley, CA. 92552
Deputy Director 951.955.4878 951.955.8405
Riverside Regional: Medical
Center
26520 Cactus Ave.

Moreno Valley, CA. 92555
Chief of Hospital Plant Op. 951.486.4066 951.486.4105
Val Verde: Unified School
District
975 W. Morgan Street
Perris, CA. 92581
Emergency Services 951.940.6100
ext. 10672
951.940.6118
Val Verde: Unified School
District - March Middle School
15800 Indian Ave Director of Facilities, Maintenance, & Purchasing
951.940.6136
ext. 10652
Verizon Public Relations Director of Public Relations (213) 800-3184 Eastern Municipal Water
District
Central Control 2270 Trumble Road
Perris, CA 92572-8300
951.928.3777
ext. 6265
951.928.6170
Davita Canyon Springs
Dialysis
22555 Alessandro Blvd Bldg. 5 951.653.6400
Kaiser Permanente 27200 Iris Ave Medical Bldg. 951.353.4359 United States Postal Services 23800 Cactus Ave Facility Manager 951.697.4661 Waste Management 17700 Indian St Fleet Manager - Fleet Maintenance 951.601.1129 951.339.6681
Pu
rsuant to the SEMS structure, MVU participates in annual training exercises. Training exercises include workshops, tabletop exercises, and field drills. A sample of topics covered include; earthquake safety, disaster response & management, active shooter, crisis leadership, and NIMS/SEMS/ICS compliance.

A.16.a
Packet Pg. 337
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021
9 MVU is a member of the California Utility Emergency Association, which plays a key role in ensuring communications between utilities during emergencies and provides mutual aid. MVU also participates in the American Public Power Association Mutual Assistance Agreement, which covers public utilities across the United States. The City of Moreno Valley is a participant in the California Disaster and Civil Defense Mutual Aid Agreement which allocates state resources to cope with any type of disaster.

V. Wildfire Risks and Drivers Associated with Design, Construction, Operation, and Maintenance
A. Particular Risks and Risk Drivers Associated with Topographic and Climatological Risk Factors
Due to MVU’s distribution system being 100% underground, there is limited risk specific to wildfires. As an undergrounded utility, MVU does not monitor prevailing wind speed or direction. Weather intelligence monitoring assets have not been installed on the MVU distribution system due to the associated costs and limited benefit the utility would gain from collecting such data.

B. Enterprise-wide Safety Risks
The safety risks discussed below apply to the City of Moreno Valley as a municipal jurisdiction and include both Moreno Valley Utility and Southern California Edison service territories.

Earthquake profile - There are three major faults/fault zones that directly affect Moreno Valley. They are the southern section of the San Andreas Fault, the San Jacinto Fault Zone, and the Elsinore Fault Zone. The San Jacinto Fault Zone is considered to be the most active fault in Southern California. It is the closest fault to Moreno Valley and runs through the eastern portion of the city, followed by the Elsinore Fault Zone which is located approximately 12-18 miles south of Moreno Valley. The San Andreas Fault Zone is located approximately 15-20 miles north of Moreno Valley The largest earthquake to occur within 100 miles of Moreno Valley was the 7.4 magnitude Hector Mine earthquake in 1999.

The City of Moreno Valley could be affected by large earthquakes occurring in many parts of the Southern California region. However, the degree to which the earthquakes are felt, and the damages associated with them may vary. At risk from earthquake damage are critical facilities, buildings, bridges, highways and roads; hazardous materials facilities; sewer, water, and natural gas pipelines; earth dams; petroleum pipelines; and private property located in the city. The relative or secondary earthquake hazards, which are liquefaction, ground shaking, amplification, and earthquake- induced landslides, can be just as devastating as the earthquake. The USGS estimates that there is a greater than 99% chance of a major earthquake occurring within 31 miles of Moreno Valley within the next 50 years.

Flooding profile - There are four types flooding conditions that exist within the Moreno Valley area: flooding in defined watercourses; ponding; sheet flow; and dam inundation. Flooding within defined watercourses occurs within drainage channels and immediately adjacent floodplains. Ponding occurs when water flow is obstructed due to manmade obstacles such as the embankments of SR-60 and other roadways, where they cross-defined watercourses. Sheet flow occurs when capacities of defined watercourses are exceeded and water flows over broad areas.

Known flood-prone areas as noted in the General Plan as well as recorded in city maintenance files, include:
Along the Quincy Channel between Cottonwood Avenue and Cactus Avenue. An extensive floodplain that extends along the Oliver Street alignment from a point north of Alessandro Boulevard to John F. Kennedy Drive and extending in a southwesterly direction as far as the northeast corner of Morrison Street and Filaree Avenue and the northeast corner of Nason Street and Iris Avenue.

A.16.a
Packet Pg. 338
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021
10 Along Heacock Street and Lateral A of the Perris Valley Channel between Cactus Avenue and a point north of the intersection of Lateral A and Indian Street (next to March Air Reserve Base). Along Sunnymead Boulevard between Frederick Street and Graham Street. Along Pigeon Pass Road, between Sunnymead Ranch Parkway and Lawless Road. Along Moreno Beach Boulevard, between Juniper Avenue and Locust Avenue. Along Highland Avenue, between Redlands Boulevard and Alessandro Boulevard. Along Locust Avenue, between Moreno Beach Boulevard and northerly city limits. Along Heacock Street, between Lake Summit Drive and Reche Vista Drive. Along Hubbard Street, between Skyland Drive and Ironwood Avenue. Along Cottonwood Avenue, between Nason St and Martha Crawford Street. Alessandro Boulevard, between Gilman Springs Road and Theodore Street. Neighborhood bounded by Alessandro Boulevard, Brodiaea Avenue, Redlands Boulevard, and Merwin Street. Miramontes Court, north of Via Solana Court.
Easterly side of neighborhood east of Perris Boulevard, between Covey Road and Manzanita Avenue.

VI. Wildfire Preventative Strategies
A. High Fire Threat District
MVU directly participated in the development of the CPUC’s Fire-Threat Map,4 which designates a High-Fire Threat District. In the map development process, MVU coordinated with Southern California Edison Company (SCE) and determined that because MVU’s system is entirely undergrounded, that SCE would serve as territory lead for the region served by MVU. MVU has incorporated the High Fire Threat District into its construction, inspection, maintenance, repair, and clearance practices, where applicable.

B. Design and Construction Standards
MVU’s electric facilities are designed and constructed to meet or exceed the relevant federal, state, or industry standard. MVU treats CPUC General Orders (GO) 95 and 128 as a key industry standard for design and construction standards for underground electrical facilities. MVU meets or exceeds all standards in GO 95 and 128. Additionally, MVU monitors and follows, as appropriate, the National Electric Safety Code.

C. Vegetation Management
MVU meets or exceeds the minimum industry standard vegetation management practices. For transmission-level facilities, MVU complies with NERC FAC-003-4, where applicable. For both transmission and distribution level facilities, MVU meets: (1) Public Resources Code section 4292; (2) Public Resources Code section 4293; (3) CPUC GO 95, 128, 165, and 174.

D. Inspections
MVU meets or exceeds the minimum inspection requirements provided in CPUC GO 165 and 174. Pursuant to these rules, utilities inspect electric facilities in the High Fire Threat District more frequently than the other areas of its service territory. As described above, MVU currently does not have any overhead power lines located within or near the High- Fire Threat District within the CPUC’s Fire Threat Map. However, MVU staff uses their knowledge of the specific environmental and geographical conditions of MVU’s service territory to determine if any particular areas require more frequent inspections.
4 Adopted by CPUC Decision 17-12-024.

A.16.a
Packet Pg. 339
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021
11 If MVU staff discovers a facility in need of repair that is owned by an entity other than MVU, MVU will issue a notice to repair to the facility owner and work to ensure that necessary repairs are completed promptly.

MVU has conducted an analysis of all circuits to identify essential facilities and prioritize the deployment of back-up power facilities. Grant funding is also being sought to install back-up generation at additional strategic facilities throughout the service territory. MVU is fully capable of sectionalizing any outage to mitigate the number of customers impacted. This mitigation technique will also be employed during PSPS events to reduce any service interruptions to MVU customers. MVU will explore the possibility of back feeding the distribution system with customer owned battery storage systems.

E. California Public Utility Commission Wildfire Threat Map A.16.a
Packet Pg. 340
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021
12 F. CalFire Fire Threat Map
G. Reclosing Policy
MVU’s system is 100% underground. Reclosers are not installed on underground circuits. MVU does not change substation relay settings.

H. De-energization
MVU has the authority to preemptively shut off power due to fire-threat conditions, however, this option will only be used in extraordinary circumstances. Due to the minimal risk of MVU’s electrical supply facilities causing a power-line ignited wildfire, MVU is not adopting specific protocols for de-energizing any portions of its electric distribution system.

MVU will re-evaluate this determination in future updates to this Wildfire Mitigation Plan.

VII. Restoration of Service
MVU’s electric distribution system is completely underground. However, MVU is interconnected with SCE’s transmission and distribution systems, much of which is overhead and exposed to wind, rain and lightning. This is MVU’s primary source of vulnerability to potential electrical service interruptions during rain and wind storms such as the ones that can be precipitated by El Nino.

MVU’s underground electric distribution system is designed, and has be constructed, with redundant sources of feed.

These do not guarantee the elimination of outages but can facilitate service restoration and reduce the duration of such outages.

Preparation in advance of predicted storms: Since, as discussed in the introduction, the primary trouble source during storms is outages on SCE’s transmission and distribution lines, many of which are overhead, MVU will patrol, to the extent practical, SCE’s primary interconnect lines for any potential trouble spots including but not limited to broken tree A.16.a
Packet Pg. 341
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021
13 limbs or other vulnerabilities. MVU will also double check the loading conditions of our underground lines to satisfy ourselves that alternate sources have the capacity to serve the electric load (customers) in the event that it is necessary.

MVU’s underground system will be patrolled in advance of storms for any open trenches or excavations at construction sites to minimize water intrusion into the underground system. Although the underground system is designed to operate under such conditions, small pinholes in splices or cable can cause problems, including possible electrical shorts/faults, that can interrupt service to customers. Likewise, after the storm, each underground vault, manhole or other structure will be inspected for water intrusion and pumped, when necessary, in accordance proper utility practice and environmental guidelines.

All vehicular equipment, man-lifts, tools and appurtenances will be thoroughly inspected for proper operation. All operating personnel will be placed on standby in the event of weather-related problems.

The MVU Operations and Call Center will be appropriately staffed for handling of trouble calls from customers and dispatching to field personnel.

Call Center support includes:
• Outage Management System (OMS)
• Field Dispatching
• Customer Callbacks
Response Prioritization:
• First Priority: Response to imminent threats to life and/or public property • Second Priority: Removals of immediate hazards (fallen trees, power poles, etc.) • Third Priority: Clearing of arterial roadway
• Fourth Priority: Maintenance of traffic control/closures to prevent potential accidents • Fifth Priority (Post Storm Activity): Follow-up work such as addressing storm-related potholes and residual clean- up of all streets that have remained in a "passable and drivable" state Referral Protocol:
• Flooding of structures on private property- Residents will be advised to call 911 for Fire Department assistance • Facilities associated with other government agencies (RCFCD) or private utilities will be referred to appropriate agencies/company
• All storm related issues involving streets, curbs and gutters, sidewalks, residential trees in the right of way, catch basins, and miscellaneous drainage facilities will be referred to the City’s Maintenance and Operations Division.

During EOC activation period, all routine maintenance programs and requests will be suspended and deferred.

VIII. Evaluation of the Plan
A. Metrics and Assumptions for Measuring Plan Performance MVU will track the following metric to measure the performance of this Wildfire Mitigation Plan: (1) number of fire ignitions caused by utility equipment.

Metric 1: Fire Ignitions
For purposes of this metric, a fire ignition is defined as follows:

A.16.a
Packet Pg. 342
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021
14 • MVU facility was associated with the fire;
• The fire was self-propagating and of a material other than electrical and/or communication facilities; • The resulting fire traveled greater than one linear meter from the ignition point; and • MVU has knowledge that the fire occurred.

In future Wildfire Mitigation Plans, MVU will provide the number of fires that occurred that were less than 10 acres in size. Any fires greater than 10 acres will be individually described.

Reporting Year Fire Ignitions
2021 0
2020 0
B. Impact of Metrics on Plan
In the initial years, MVU anticipates that there will be relatively limited data gathered through the metric. However, as the data collection history becomes more robust, MVU will be able to identify areas of its operations and service territory that are disproportionately impacted. MVU will then evaluate potential improvements to the plan.

C. Monitoring and Auditing the Plan
This Wildfire Mitigation Plan will be presented to the MVU Utilities Commission and the Moreno Valley City Council.

MVU will present updates to this plan to the MVU Utilities Commission and the City Council on an annual basis.

D. Identifying and Correcting Deficiencies in the Plan
Based on the recommendations of the MVU Utilities Commission and the Moreno Valley City Council, MVU will correct any identified deficiencies.

E. Monitoring the Effectiveness of Inspections
MVU reviews and evaluates its reliability indices regularly to monitor inspection and maintenance procedures. SAIDI, SAIFI, CAIDI, and MAIFI statistics show that MVU maintains an electric system that operates well below the State and National averages for outage incidents per the American Public Power Association’s eReliability Tracker program. MVU’s Utility Maintenance Management System (UMMS) is used to collect all data subject to GO165. The UMMS prepares monthly inspection and maintenance reports for all electric distribution facilities. Maintenance history for each piece of equipment is archived in the UMMS. Additionally, MVU’s substation inspection and maintenance program complies with GO 174 guidelines as well as manufacturer specifications, standards, and recommendations. MVU performs monthly inspections of all substation components including recording and analysis of all alarms, fluid levels, meters, and Load Tap Changer settings.

Although MVU does not fall under the jurisdiction of the California Public Utilities Commission (CPUC), MVU has cooperated with the CPUC’s Utilities Safety and Reliability Branch and their requests for periodic audits. The audit in October 2008 noted no GO 95 infractions, and identified two GO 128 infractions to MVU Pad Mounted Electric structures. Repairs were made to correct the violation the day they were identified by the CPUC. Again, in March of 2013 the CPUC audit identified three vegetation obstructions that were immediately corrected in the field as they were identified. No additional infractions have been identified by the CPUC. 2019 0
A.16.a
Packet Pg. 343
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE)

MORENO VALLEY UTILIT Y

WILDFIRE MITIGATION PLAN
2021 INFORMATIONAL RESPON SE

RESPONSES TO WILDFIR E SAFETY ADVISORY
BOARD’S 2021 GUIDANC E ADVISORY OPINION
June 21, 2021

ATTACHMENT A
2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021 15
A.16.a
Packet Pg. 344
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) I. PURPOSE OF THIS 2021 INFORMATIONAL RESPON SE
The California Wildfire Safety Advisory Board (WSAB) issued the Guidance Advisory Opinion for the 2021 Wildfire Mitigation Plans of Electric Publicly Owned Utilities and Cooperatives (“2021 WSAB Guidance Advisory Opinion”) on December 15, 2020. MVU provides this document to the WSAB in order to respond to each of the recommendations included in the 2021 WSAB Guidance Advisory Opinion. POUs will provide a narrative response and/or a cross reference to the location in MVU’s Wildfire Mitigation Plan (WMP) where the topic is addressed. Where the recommendation is not applicable to MVU, the response will provide a brief description supporting this conclusion.

II. CONTEXT SETTING INFO RMATION
WSAB requested that POUs provide an informational table to assist the Staff and Board member in understanding the unique characteristics of each POU.

Table 1: Context-Setting Information
Utility Name Moreno Valley Utility
Service Territory Size 33.48 square miles
Owned Assets ☐ Transmission ☑ Distribution ☑ Generation Number of Customers
Served
6,524 customer accounts as of December 2020
Population Within Service
Territory
214,982 [estimate]
Customer Class Makeup
Number of Accounts Share of Total Load (MWh)

88.21% Residential;

1.42% Government;

0.03% Agricultural [pumping];

7.84% Small/Medium Business;

2.50% Commercial/Industrial

24.12% Residential;

1.70% Government;

0.21% Agricultural [pumping];

2.49% Small/Medium Business;

71.48% Commercial/Industrial
Service Territory
Location/Topography1
[__]% Agriculture
[__]% Barren/Other
[__]% Conifer Forest
[__]% Conifer Woodland
[__]% Desert
[__]% Hardwood Forest
[__]% Hardwood Woodland
1 This data shall be based on the California Department of Forestry and Fire Protection, California Multi-Source Vegetation Layer Map, depicting WHR13 Types (Wildlife Habitat Relationship classes grouped into 13 major land cover types) available at: https://www.arcgis.com/home/item.html?id=b7ec5d68d8114b1fb2bfbf4665989eb3 . 2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021
16 A.16.a
Packet Pg. 345
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) [__]% Herbaceous
[__]% Shrub
100% Urban
[__]% Water
Service Territory
Wildland Urban Interface2
(based on total area)
100% Wildland Urban Interface;
[__]% Wildland Urban Intermix;
Percent of Service
Territory in CPUC High Fire
Threat Districts (based on
total area)
☐Includes maps
Tier 2: 30%
Tier 3: 10%
Prevailing Wind Directions
& Speeds by Season
☐ Includes maps
MVU is 100% underground and does not collect prevailing wind data.

Miles of Owned Lines
Underground and/or
Overhead
Overhead Dist.: 0 miles
Overhead Trans.: 0 miles
Underground Dist.: 79 miles
Underground Trans.: 0 miles
Explanatory Note 1 - Methodology for Measuring “Miles”: [ line miles] Explanatory Note 2 – Description of Unique Ownership Circumstances: [NA] Explanatory Note 3 – Additional Relevant Context: [NA]
Percent of Owned Lines in
CPUC High Fire Threat
Districts
Overhead Distribution Lines as % of Total Distribution System (Inside and Outside Service Territory)
Tier 2: 0%
Tier 3: 0%
Overhead Transmission Lines as % of Total Transmission System (Inside and Outside Service Territory)
Tier 2: 0%
Tier 3: 0%
Explanatory Note 4 – Additional Relevant Context: [NA]
Customers have ever lost
service due to an IOU PSPS
event?
☑ Yes ☐ No
Customers have ever been
notified of a potential loss
of service to due to a
forecasted IOU PSPS
event?
☑ Yes ☐ No
Has developed protocols
to pre-emptively shut off
☐ Yes ☑ No
2 This data shall be based on the definitions and maps maintained by the United States Department of Agriculture , as most recently assembled in The 2010 Wildland-Urban Interface of the Conterminous United States, available at https://www.fs.fed.us/nrs/pubs/rmap/rmap_nrs8.pdf.
2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021
17 A.16.a
Packet Pg. 346
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) electricity in response to
elevated wildfire risks?
Has previously pre-
emptively shut off
electricity in response to
elevated wildfire risk?
☐ Yes ☑ No
If yes, then provide the following data for calendar year 2020:

Number of shut-off events: [____]
Customer Accounts that lost service for >10 minutes: [____] For prior response, average duration before service restored: [____] III. CROSS REFERENCE TO S TATUTORY REQUIREMENT S
WSAB requested that POUs provide a clear roadmap as to where each statutory requirement is addressed within the POU WMP.

Table 2: Cross References to Statutory Requirements
Requirement Statutory Language Location in
WMP
Persons
Responsible
PUC § 8387(b)(2)(A): An accounting of the responsibilities of persons responsible for executing the plan.

Section 4

Page 5 ends

Objectives of
the Plan
PUC § 8387(b)(2)(B): The objectives of the wildfire mitigation plan.

Section 3
Page: 4
Preventive
Strategies
PUC § 8387(b)(2)(C): A description of the preventive strategies and programs to be adopted by the local publicly owned
electric utility or electrical cooperative to minimize the risk of its electrical lines and equipment causing catastrophic wildfires, including consideration of dynamic climate change risks.

Section 6

Page 10 ends

Evaluation
Metrics
PUC § 8387(b)(2)(D): A description of the metrics the local publicly owned electric utility or electrical cooperative plans to use to evaluate the wildfire mitigation plan’s performance and the assumptions that underlie the use of those metrics.

Section 8

Page 13 ends

Impact of
Metrics
PUC § 8387(b)(2)(E): A discussion of how the application of previously identified metrics to previous wildfire mitigation plan performances has informed the wildfire mitigation plan.

Section 8

Page 14 ends

Deenergization
Protocols
PUC § 8387(b)(2)(F): Protocols for disabling reclosers and deenergizing portions of the electrical distribution system that consider the associated impacts on public safety, as well as protocols related to mitigating the public safety impacts of those protocols, including impacts on critical first responders and on health and communication infrastructure.

Section 6

Page 12 ends

2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021
18 A.16.a
Packet Pg. 347
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) Customer
Notification
Procedures
PUC § 8387(b)(2)(G): Appropriate and feasible procedures for notifying a customer who may be impacted by the
deenergizing of electrical lines. The procedures shall consider the need to notify, as a priority, critical first responders, health care facilities, and operators of telecommunications
infrastructure.

Section 4, 7

Page 7 ends

Vegetation
Management
PUC § 8387(b)(2)(H): Plans for vegetation management. Section 6

Page 10 ends

Inspections
PUC § 8387(b)(2)(I): Plans for inspections of the local publicly owned electric utility’s or electrical cooperative’s electrical infrastructure.

Section 6

Page 10 ends

Prioritization of
Wildfire Risks
PUC § 8387(b)(2)(J): A list that identifies, describes, and prioritizes all wildfire risks, and drivers for those risks, throughout the local publicly owned electric utility’s or electrical cooperative’s service territory. The list shall include, but not be limited to, both of the following:
(i) Risks and risk drivers associated with design, construction, operation, and maintenance of the local publicly owned electric utility’s or electrical cooperative’s equipment and facilities. (ii) Particular risks and risk drivers associated with topographic and climatological risk factors throughout the different parts of the local publicly owned electric utility’s or electrical cooperative’s service territory.

Section 5

Page 9 ends

CPUC Fire
Threat Map
Adjustments
PUC § 8387(b)(2)(K): Identification of any geographic area in the local publicly owned electric utility’s or electrical cooperative’s service territory that is a higher wildfire threat than is identified in a commission fire threat map, and identification of where the commission should expand a high fire threat district based on new information or changes to the environment.

NA
Enterprisewide
Risks
PUC § 8387(b)(2)(L): A methodology for identifying and
presenting enterprisewide safety risk and wildfire-related risk.

Section 5

Page 9 ends

Restoration of
Service
PUC § 8387(b)(2)(M): A statement of how the local publicly owned electric utility or electrical cooperative will restore service after a wildfire.

Section 7

Page 12 ends

Monitor and
Audit
PUC § 8387(b)(2)(N): A description of the processes and procedures the local publicly owned electric utility or electrical cooperative shall use to do all of the following
(i) Monitor and audit the implementation of the wildfire mitigation plan.
(ii) Identify any deficiencies in the wildfire mitigation plan or its implementation, and correct those deficiencies.

Section 8

Page 14 ends

2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021 19
A.16.a
Packet Pg. 348
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) (iii) Monitor and audit the effectiveness of electrical line and equipment inspections, including inspections
performed by contractors, that are carried out under the plan, other applicable statutes, or commission rules.

Qualified
Independent
Evaluator
PUC § 8387(c): The local publicly owned electric utility or electrical cooperative shall contract with a qualified
independent evaluator with experience in assessing the safe operation of electrical infrastructure to review and assess the comprehensiveness of its wildfire mitigation plan. The
independent evaluator shall issue a report that shall be made available on the Internet Web site of the local publicly owned electric utility or electrical cooperative, and shall present the report at a public meeting of the local publicly owned electric utility’s or electrical cooperative’s governing board.
http://www.m
oval.org/mvu/p
ubs/MVU-
WildfireMitigat
ionPlanEvaluati
on.pdf
IV. WSAB GUIDANCE ADVISORY OPINION RECOMMENDATION S
The WSAB Guidance Advisory Opinion identifies 14 specific recommendations that POUs are requested to address in their 2021 WMPs. As specified in Public Utilities Code § 8387(b)(1), each POU is required to perform a comprehensive revision to the POU’s WMP at least once every three years. Pursuant to this guidance, the POUs will be updating their WMPs based on the direction of their local governing boards within this 3-year cycle. Because the WSAB’s recommendations have been provided after the initial WMP submission, the POUs will have varying capacities to fully address each recommendation in their 2021 WMP. This Section IV restates each of the WSAB recommendations and provides an opportunity for each POU to do one or more of the following: (1) provide a narrative response to the recommendation; (2) provide a cross refence to where in the POU’s WMP this topic is addressed; (3) describe why the recommendation is not applicable to the POU; or (4) inform the WSAB of the POU’s intent to address the recommendation at the point of the POU’s next comprehensive revision, occurring in either the 2022 or 2023 WMP.

A. Plan Structure
WSAB Recommendation #1: Provide context-setting information about the POU and provide a simple guide to where the statutory requirements are addressed within the WMP.

POU Response: See Sections II and III above.
2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021 20
A.16.a
Packet Pg. 349
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) WSAB Recommendation #2: Provide a short description of the POU’s public review and approval (if required) for the WMP. This description may also include a brief explanation of the funding mechanisms for wildfire mitigation efforts.

POU Response: MVU's Wildfire Mitigation Plan is developed by staff and then reviewed by the Division Manager, Public Works Director, Assistant City Manager, City Manager, Utilities Commission, and the five-member City Council. City Council votes on approval and the plan is approved with a majority vote.

WSAB Recommendation #3: Identify where the POU has posted the most recent Independent Evaluator (IE) Report and if your POU plans to enhance future IE reports, please summarize in what ways.

POU Response: http://www.moval.org/mvu/pubs/MVUWildfireMitigationPlanEvaluation.pdf WSAB Recommendation #4: Develop, in collaboration with POU industry associations, WMP guidelines for future WMPs, understanding that it may take multiple cycles for POUs to integrate these recommendations into the WMPs.

POU Response: This document is intended to include, as appropriate, responses to the recommendations in the WSAB’s Guidance Advisory Opinion for the POUs’ 2021 WMP. This document also represents the combined effort of the POU industry associations to further the development of a template to respond to the WSAB’s Guidance Advisory Opinion in a future reporting WMP cycle.

B. Customer Impacts
WSAB Recommendation #5: Describe the potential impact investor-owned utilities (IOU) public safety power shutoff (PSPS) events could have on POU customers and how the POU manages these impacts. For POUs that are also balancing authorities, describe the criteria for wildfire related de-energizations. Responses shall only provide aggregated information that does not provide customer-specific information or other potentially sensitive data.

POU Response: Alternative 2: MVU’s customers may be impacted by the PSPS events ordered by SCE. The following provides responses to specific questions included in the WSAB’s 2021 WSAB Guidance Advisory Opinion:
2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021 21
A.16.a
Packet Pg. 350
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE)  What is the relationship between the IOU and the POU during PSPS events? POU Response: MVU is an active partner in minimizing the impacts of SCE-initiated PSPS events. Additionally, MVU utilizes circuit-level PSPS details from SCE to notify potentially- impacted MVU customers.

Does the POU receive advance notification?
POU Response: Yes, MVU receives potential PSPS event communications from SCE beginning one week prior to the forecasted event.
 Is the POU affected at the transmission or distribution level? POU Response: SCE-initiated PSPS events affect MVU at the sub-transmission level.  Is the POU implementing a mitigation strategy for IOU PSPS? POU Response: Yes, as MVU expands its distribution system, redundant circuitry is installed to sectionalize and isolate PSPS outages and reduce the number of affected customers.
 Does the POU have its own permanent or temporary generation, (or customer provision of same) allowing it to withstand an IOU PSPS? POU Response: Yes, MVU maintains both permanent and portable generation facilities to protect critical City and MVU facilities from PSPS.
 Does the POU distribute back-up generators to customers? POU Response: MVU has a single portable generator unit to distribute in the community as needed.
 Does the POU deenergize their own lines when a wildfire threat looms, even if it is not labelled a PSPS?
POU Response: No.
 In the above instance, what customer communication takes place? POU Response: NA
 Is the POU a Balancing Authority Area? If yes, describe any applicable criteria for wildfire related de-energization.

POU Response: No.

WSAB Recommendation #6: Describe the utility customer communication plans with respect to wildfires and PSPS, and in particular describe the methods, content and timing used to communicate with the most vulnerable customers, such as Access and Functional Needs (AFN) customers, medical baseline customers, non-English speakers, and those at risk of losing water or telecommunications service.
2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021 22
A.16.a
Packet Pg. 351
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) POU Response: MVU is impacted by Southern California Edison (SCE) Public Safety Power Shutoff (PSPS) events. MVU receives advanced notification from SCE when impacted circuits are being monitored against weather projections for a potential PSPS event. SCE provides the names of circuits being monitored as well as the impacted City accounts, along with the projected period of concern for the PSPS event. As the situation develops, MVU receives updated data from SCE on weather, circuits and accounts being monitored, and if a PSPS is triggered. MVU monitors the SCE status reports and stages mitigation assets appropriately in advance of a SCE triggered PSPS event. If the PSPS event affects any MVU facilities, MVU customers are notified as early as possible of pending power shutoffs.

C. The Grid
WSAB Recommendation #7: Provide details on each POU’s system hardening and grid design programs, including: (1) the goals of the programs and the risk any particular program is designed to mitigate; (2) approach to PSPS mitigation and prevention; and (3) identify any resource shortages.

POU Response: MVU’s approach to grid hardening is discussed in Section 4, 6, and 8 of MVU’s WMP. The following provides responses to specific questions included in the WSAB’s 2021 WSAB Guidance Advisory Opinion:
 Does the POU perform a circuit-by-circuit analysis to identify essential facilities (and whether they have backup power) like hospitals, communication centers, and community resource centers?
POU Response: Yes.
 Does the POU assess system hardening measures that could be installed to prevent PSPS for those facilities?
POU Response: Yes.
 In what way does the POU prepare these facilities for a PSPS or another wildfire related de-energization event?
2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021 23
A.16.a
Packet Pg. 352
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) POU Response: MVU’s distribution system is designed with the ability to sectionalize and isolate individual circuits to prevent widespread outages related to PSPS. Additionally, MVU openly communicates forecasted SCE initiated PSPS events to potentially impacted customers to mediate impacts.  For POUs that power water utilities or supply water themselves, if that water is used for drinking and firefighting, are certain projects being undertaken to harden the system for water delivery purposes?
POU Response: NA
 Are pump stations self-contained or have some level of fire protection? Is the supply to sewage treatment plants hardened?
POU Response: NA
 Is supplemental generation available such as backup batteries or backup power facilities?
POU Response: Yes.
 Are the majority installed by the customers themselves or the utility? POU Response: Battery storage is mostly installed by the customer.  Can the utility open and close taps? Can the utility back-feed? POU Response: NA
 Are there wildfire related circumstances wherein either of these tactics would be useful?
POU Response: With MVU’s distribution system completely underground neither of these tactics have bearing or impact on wildfire mitigation.  Can the utility sectionalize in a localized fashion?
POU Response: Yes.

WSAB Recommendation #8: Describe annual visual patrols on potentially impacted circuits and the risks the POU is inspecting for. Describe whether and how system inspections lead to system improvements. Describe line patrols before, during, and/or after a critical fire weather event, such as a Red Flag Warning with strong winds, or following a fire that burned in areas where electric facilities are or could have been impacted.

POU Response: MVU meets or exceeds the minimum inspection requirements provided in CPUC GO 165 and 174. Pursuant to these rules, utilities inspect electric facilities in the High Fire Threat District more frequently than the other areas of its service territory. As 2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021 24
A.16.a
Packet Pg. 353
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) described above, MVU currently does not have any overhead power lines located within or near the High-Fire Threat District within the CPUC’s Fire Threat Map. However, MVU staff uses their knowledge of the specific environmental and geographical conditions of MVU’s service territory to determine if any particular areas require more frequent inspections.

If MVU staff discovers a facility in need of repair that is owned by an entity other than MVU, MVU will issue a notice to repair to the facility owner and work to ensure that necessary repairs are completed promptly.

MVU is fully capable of sectionalizing any outage to mitigate the number of customers impacted. This mitigation technique will also be employed during PSPS events to reduce any service interruptions to MVU customers. MVU will explore the possibility of back feeding the distribution system with customer owned battery storage systems.

MVU’s Utility Maintenance Management System (UMMS) is used to collect all data subject to GO165. The UMMS prepares monthly inspection and maintenance reports for all electric distribution facilities. Maintenance history for each piece of equipment is archived in the UMMS. Additionally, MVU’s substation inspection and maintenance program complies with GO 174 guidelines as well as manufacturer specifications, standards, and recommendations. MVU performs monthly inspections of all substation components including recording and analysis of all alarms, fluid levels, meters, and Load Tap Changer settings.

WSAB Recommendation #9: Describe options considered by POU (including through the joint efforts of the POU associations) to identify previously unidentified risks that could lead to catastrophic wildfires.
2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021 25
A.16.a
Packet Pg. 354
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) POU Response: The California Municipal Utilities Association (CMUA) will be holding a special meeting of its Wildfire Preparedness, Response, and Recovery Working Group this fall, which will be focused on risk drivers for power-line caused catastrophic wildfires and innovative mitigation options. CMUA plans to invite a broad range of utility staff, state agency staff (including the WSAB), industry experts, and academics to participate in this discussion. As part of this meeting, the working group will discuss unidentified wildfire risk drivers and mitigation measures that could address these risks. Based on the input provided during this meeting, CMUA will produce a publicly-available, post-meeting report that summarizes the group’s conclusions and recommendations. MVU’s staff will participate in CMUA’s meeting and will discuss any changes that MVU has made to its operations in response to the conclusions and recommendations of the working group in a future WMP.

D. Risk Assessment
WSAB Recommendation #10: Describe the particular wildfire risks associated with system design and construction such as topography and location near the HFTD areas of another utility’s service territory. Describe any G.O. 95 exempt assets and possible updates to G.O. 95 that could facilitate more resilient utility transmission and distribution assets.

POU Response: MVU’s assessment of wildfire risks is discussed in Section 5 of MVU’s WMP. The following provides responses to specific questions included in the WSAB’s 2021 WSAB Guidance Advisory Opinion:
 Are there design or construction issues related to the utility’s specific topography or geographic location that the Board should be aware of?
POU Response: No.
 How will the utility address risks associated with facilities requiring power that abut a Tier 2 or Tier 3 HFTD?
POU Response: MVU will continue to underground all system distribution facilities, as well as employ grid-hardening measures where appropriate.  How does the utility assess its risks associated with system design and construction? POU Response: MVU’s electric facilities are designed and constructed to meet or exceed the relevant federal, state, or industry standard. MVU treats CPUC General Orders (GO) 95 and 128 as a key industry standard for design and construction standards for underground electrical facilities. MVU meets or exceeds all standards in GO 95 and 128. Additionally, MVU monitors and follows, as appropriate, the National Electric Safety Code.
2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021 26
A.16.a
Packet Pg. 355
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE)  What design and construction standards has the POU implemented that go beyond G.O. 95 or other General Order standards related to design and construction? POU Response: MVU undergrounds all electric distribution facilities.

E. SITUATIONAL AWARENESS TECHNOLOGY
WSAB Recommendation #11: Provide context-setting information about the prevailing wind directions and speeds, differentiated by season, along with average weather conditions by season. Describe how and why situational awareness technology is installed, and where on the system. Describe the decision-making process regarding the installation of situational awareness technology, including constraints such as budgets, availability of equipment, knowledge to effectively deploy, or qualified personnel to install and monitor effectively.

Identify any other agencies, utilities, or fire professionals that the data from these devices is shared with.

POU Response: As a 100% underground utility, MVU does not collect wind/weather data. MVU shares service territory with SCE who maintains a robust meteorology division. Relevant weather data should be sourced from SCE.

F. VEGETATION MANAGEMENT
WSAB Recommendation #12: Describe treatment plans for all types of vegetation associated with utility infrastructure, from the ground to the sky, which includes vegetation above and below electrical lines.

POU Response: MVU’s vegetation management program is discussed in Section 6 of MVU’s WMP.

MVU staff, in partnership with its maintenance and operations provider, is responsible for electric facility design, maintenance, and inspection, including vegetation management. Although MVU’s electrical distribution system is 100% underground, MVU follows best practices to prevent ignition of wildfires from its equipment. These items include:
• MVU performs routine maintenance of all distribution facilities. • MVU adheres to a seasonal weed abatement and vegetation management schedule to maintain at-risk sites.
2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021 27
A.16.a
Packet Pg. 356
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) • MVU contracts for seasonal weed abatement services. Standard clearances as defined by General Orders 95, 128, 165, and 174, are maintained as part of routine maintenance cycles. All electric distribution facility equipment requiring repair and maintenance are addressed and corrected as they are identified. Annual inspections and maintenances of MVU substation facilities identified no deficiencies for 2020. • MVU abides by Municipal Code 6.40 to abate trees, shrubs, weeds, and grass at all MVU facilities. Including Landscaping, vegetation, or improved or unimproved property in any of the following conditions: containing weeds, dry grasses, dead trees, dead shrubs, or any other material which bears seeds of a wingy or downy nature or which by reason of their size, manner of growth or location, constitute a fire hazard or a threat to public health, or containing weeds, vegetation, grasses, trees or shrubs, including, but not limited to sagebrush, chaparral, and Russian Thistle (tumbleweed) which, when dry, will in reasonable probability constitute a fire hazard or be blown onto adjoining property by prevailing winds; trees and shrubs containing dead or fallen limbs or branches that may present a safety hazard; trees or shrubs which are overgrown or contain limbs or branches that restrict, impede or obstruct the use of or obscure the visibility of pedestrians or drivers using the public rights-of-way, easements, sidewalks or roadways; overgrown vegetation likely to harbor vermin, insects or rodents of any kind.

WSAB Recommendation #13: List the qualifications of any experts relied upon, such as scientific experts in ecology, fire ecology, fire behavior, geology, and meteorology. Specify the level of expertise of the POU staff that manages the contractors performing vegetation management. Describe measures each POU takes to ensure that POU staff and contractors comply with or verify compliance with Cal/OSHA standards on Minimum Approach Distances (MAD).

POU Response: NA
WSAB Recommendation #14: Describe whether the POU has considered innovative and alternative approaches to vegetation management.

POU Response: NA
2022 MVU Wildfire
Mitigation Plan Version
November 17, 2021 28
A.16.a
Packet Pg. 357
Attachment: 2022 WMP Update [Revision 1] (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) Attachment 1
1 Resolution No. 2022-XX
Date Adopted: January 04, 2022
RESOLUTION NO. 2022-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

MORENO VALLEY, CALIFORNIA, TO ADOPT THE

ANNUAL WILDFIRE MITIGATION PLAN

WHEREAS, the City of Moreno Valley (the “City”), a municipal corporation, is authorized pursuant to Article XI, Section 9(a) of the California Constitution to establish, purchase, and operate public works to furnish its inhabitants with light, water, power, heat, transportation, or means of communication; and
WHEREAS, on June 26, 2001, the City Council of the City of Moreno Valley approved Resolution No. 2001 -33 and, as amended by Resolution 2002 -46, authorized the formation of a municipally owned utility for the purpose of providing electrical power, storm water, telephone telecommunications, cable TV, water, natur al gas, and sanitary sewer; and
WHEREAS, Moreno Valley Utility is generally subject to the legislative and regulatory requirements applicable to local publicly owned electric utilities (“POUs”); and WHEREAS, Senate Bill (“SB”) 1028 (stats. 2016), adding California Public Utilities Code, Section 8387, requires each POU to construct, maintain, and operate its electrical lines and equipment in a manner that will minimize the risk of wildfire posed by those electrical lines and equipment; and
WHEREAS, SB 901 (s tats. 2018), amending California Public Utilities Code Section 8387, requires all POUs to prepare a wildfire mitigation plan before January 1, 2020, and annually thereafter; and
WHEREAS, California Public Utilities Code Section 8387(b)(2) specifies the content that must be included in each POU’s wildfire mitigation plan; and WHEREAS, California Public Utilities Code Section 8387(c) requires each POU to have a qualified independent evaluator review its wildfire mitigation plan to assess the comprehensiveness of its plan and to issue a report that is made available on the POU’s website and presented at a public meeting; and
WHEREAS, California Public Utilities Code Section 8387(b)(3) requires each POU to present its wildfire mitigation plan at an appropriat ely noticed public meeting and to verify that its plan complies with all applicable rules, regulations, and standards, as appropriate; and
WHEREAS, SB 111 (stats. 2019), adding California Public Utilities Code Section 326.1, established the California Wildfire Safety Advisory Board; and A.16.b
Packet Pg. 358
Attachment: Resolution Wildfire Mitigation Plan 01042022 (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 2 Resolution No. 2022-XX
Date Adopted: January 04, 2022
WHEREAS, SB 1054 (stats. 2019), amending California Public Utilities Code Section 8387, requires each POU to submit its wildfire mitigation plan to the California Wildfire Safety Advisory Board by July 1 of each year, starting in the year 2020; and

WHEREAS, pursuant to California Public Utilities Code Section 326.2, the California Wildfire Safety Advisory Board will review each POU’s wildfire mitigation plan and will provide comments and advisory opinions on the content and sufficiency of each plan; and

WHEREAS, Moreno Valley Utility staff prepared a wildfire mitigation plan for calendar year 2022, addressing all statutory criteria; and

WHEREAS, Moreno Valley Utility staff verified that the wildfire mitigation plan complies with all applicable rules, regulations, and standards; and

WHEREAS, Moreno Valley Utility staff will submit its wildfire mitigation plan, adopted today by the City Council of the City of Moreno Valley, California, to the California Wildfire Safety Advisory Board before July 1, 2022.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MORENO
VALLEY, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:

1. The City Council , pursuant to California Public Utilities Code Section 8387, hereby adopts Moreno Valley Utility’s Wildfire Mitigation Plan, attached hereto as Exhibit A (incorporated herein by reference).

APPROVED AND ADOPTED this 4th day of January 2022.

___________________________
Mayor of the City of Moreno Valley

ATTEST:

____________________________
City Clerk

A.16.b
Packet Pg. 359
Attachment: Resolution Wildfire Mitigation Plan 01042022 (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 3 Resolution No. 2022-XX
Date Adopted: January 04, 2022

APPROVED AS TO FORM:

____________________________
City Attorney

A.16.b
Packet Pg. 360
Attachment: Resolution Wildfire Mitigation Plan 01042022 (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE) 4 Resolution No. 2022-XX
Date Adopted: January 04, 2022

RESOLUTION JURAT

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF MORENO VALLEY )

I, Pat Jacquez -Nares, City Clerk of the City of Moreno Valley, C alifornia, do hereby certify that Resolution No. 2022-XX was duly and regularly adopted by the City Council of the City of Moreno Valley at a regular meeting thereof held on the 4th day of January 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

(Council Members, Mayor Pro Tem and Mayor)

___________________________________

CITY CLERK

(SEAL)

A.16.b
Packet Pg. 361
Attachment: Resolution Wildfire Mitigation Plan 01042022 (2021-158 : APPROVE 2022 WILDFIRE MITIGATION PLAN UPDATE)

Report to City Council

ID#5602 Page 1
TO: Mayor and City Council

FROM: Michael Lloyd, Public Works Director/City Engineer

AGENDA DATE: January 4, 2022

TITLE: APPROVAL OF AGREEMEN T WITH INVOICE CLOUD ,
INC. FOR CUSTOMER P AYMENT PROCESSING

SERVICES FOR MORENO VALLEY UTILITY

RECOMMENDED ACTION
Recommendations:

1. Approve an Agreement with Invoice Cloud, Inc. for customer payment processing services for Moreno Valley Utility , funded by MVU Professional Services (Fund 6010); and

2. Authorize the City Manager to execute the Agreement subject to a pproval by the City Attorney.

SUMMARY

In order to comply with State mandates for solar, electric vehicle readiness, and energy efficiency as described in the State’s Building Codes and to allow MVU to bill complex rate schedules accurately and timely, in stallation of smart meters and the associated meter data collector system, customer care, billing, and meter data management system is needed. This report recommends the replacement of an existing agreement providing customer payment processing services for MVU customers with an agreement at generally the same cost that enhances customer service while streamlining MVU operations.

DISCUSSION

The City Council previously approved agreements with Enterprise Solutions Consulting (ESC) and Oracle Utilities Cu stomer Cloud Service for the implementation of a Customer Information System (CIS) and Meter Data Management System (MDMS).

The CIS/MDMS serves as part of the foundation to enhancing customer service by A.17
Packet Pg. 362

Page 2 ends

providing a variety of customer -facing opportunities with valuable information to help customers more easily manage their electricity usage and save money on their bill.

Some of the customer benefits include the following:
 Customers will be kept informed by proactive communication through email, text, interactive voice response (IVR), or push notifications.  Customers will have a choice and control over how, when, and where they receive alerts and other notifications.
 Routine tasks will be automated, improving customer service reliability, predictability, and consistency.
 Interactions can be personalized to address customer-specific needs.  Customers will be able to see their electricity usage online on an hourly basis.  Customers will be able to track, compare, and understand their energy usage and time-of-use rates.
 Customer questions and issues will be resolved more quickly as contact center staff will have complete and immediate access to customer account information in one spot.
 Automated processes will increase reliability and provide more accurate and timely information to prepare customer bills.

Invoice Cloud, Inc. will give MVU the ability to enhance the customer experience with a more modern payment platform that is always u p-to-date and allows customers to not only pay online and by phone, but also by t ext. Customers will also be able to make one-click payments through email, text, or calendar reminders. There will be no charge for integration with MVU’s customer portal and Customer Information System , and the proposed payment processing fees are roughly equivalent to fees paid to the current vendor.

ALTERNATIVES

1. Recommend approval of the Recommendations in the staff report. Staff recommends the approval of this agreement as it will result in several customer benefits and help set up the utility for long-term success as the utility grows and evolves to keep up with changes in the industry.

2. Do not recommend approval of the Recommendations in the staff report. Staff does not recommend this alternative, as it would restrict the City’s utility in its ability to offer enhanced customer service as the utility grows and evolves.

FISCAL IMPACT

The annual charges under the current vendor for payment processing are approximately $80,000 per year, and are expected to remain approximately the same with Invoice Cloud, Inc. Funds are budgeted under Professional Services, Other – account number 6010-70-80-45510-620299 and there is no impact to the General Fund.

NOTIFICATION

A.17
Packet Pg. 363

Page 3 ends

Publication of the agenda.

PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Jeannette Olko Michael Lloyd, P.E.

Electric Utility Division Manager Public Works Director/City Engineer

CITY COUNCIL GOALS
Revenue Diversification and Preservation. Develop a variety of City revenue sources and policies to create a stable revenue base and fiscal policies to support essential City services, regardless of economic climate.

Positive Environment. Create a positive environment for the development of Moreno Valley's future.

CITY COUNCIL STRATEGIC PRIORITIES

1. Economic Development

2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs

Objective 4.1: Develop a Moreno Valley Utility Strategic Plan to prepare for the 20 22 expiration of the ENCO Utility Systems agreement.

ATTACHMENTS
To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

1. Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21)

2. Moreno Valley CA BOF 12-28-2021

APPROVALS

Budget Officer Approval  Approved . 12/28/21 2:22 PM City Attorney Approval  Approved .

City Manager Approval  Approved . 12/28/21 2:28 PM A.17
Packet Pg. 364

Biller Agreement

Biller Agreement Rev 5.1.2
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement Page | 1

1. License Grant & Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order Form incorporating this Agreement, Invoice Cloud hereby grants Biller a non- exclusive, non-transferable, worldwide right to use the Service described on the Biller Order Form until termination as provided herein, solely for the following purposes, and specifically to bill and receive payment from Biller’s own customers, for Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors.

Biller will provide to Invoice Cloud all Biller Data generated for Biller’s Customers. Unless otherwise expressly agreed to in writing by Invoice Cloud to the contrary, Invoice Cloud will process all of Biller’s Customers’ Payment Instrument Transactions requirements related to the Biller Data and will do so via electronic data transmission according to our formats and procedures for each electronic payment type selected in the Biller Order Form. In addition, subject to Biller’s approval at its sole and absolute discretion, Biller will execute all third-party applications and enter into all agreements required for the Service without unreasonable delay, including without limitation Payment Processing Agreements and merchant agreements that may be required upon implementation, or later at such time as the Service operates with different or multiple payment processors. Biller’s approval of such applications and agreements shall not be unreasonably withheld, however, should the terms of such applications or agreements be unacceptable to Biller, the parties will collaborate to negotiate acceptable terms. If acceptable terms cannot be agreed upon within thirty (30) days of the commencement of such negotiations, Biller may immediately terminate the services of Invoice Cloud. Throughout the Term of this Agreement, for “Invoice Types” listed on the Biller Order Form (e.g., real estate taxes, utility bills, parking tickets, insurance premium, loans, etc.), Biller will not use the credit card processing, ACH or check processing of any bank, payment processor, entity, or person, other than Invoice Cloud via electronic data transmission or the authorization for processing of Biller’s Customers’ Payment Instrument Transactions, for each electronic payment method selected in the Biller Order Form.

Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to an y third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) Recreate, "frame" or "mir ror" any portion of the Service on any other server or wireless or Internet -based device; (iv) reverse engineer or access the Service; or (v) copy any features, functions or graphics of the Service.

2. Privacy & Security . Invoice Cloud's privacy and security policies may be viewed at http://www.invoicecloud.com/privacy.html. Invoice Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to tim e which modification shall not materially adversely impact such policies. Invoice Cloud will maintain compliance with current required Payment Card Industry (PCI) standards and Cardholder Information Security standards.

3. Account Information and Data. Invoice Cloud does not and will not own any Customer Data in the course of providing the Service. Biller, not Invoice Cloud, shall have sole responsibility for the accuracy, quality, integrity, legality, and reliability of, and obtaining the intellectual property rights to use and process all Customer Data. In the event this Agreement is terminated, Invoice Cloud will make available to Biller a file of the Customer Data (to the extent that Invoice Cloud is permitted to provide pursuant to applicable law and PCI-DSS standards) , within 30 days of termination of this Agreement (or at a later time if required by applicable law), if Biller so requests at the time of termination. Invoice Cloud will retain Customer Data for a period from its creation for the time frame that is listed in the Biller Order under “Data Retention”, and reserves the right to remove and/or delete remaining Customer Data no less than 60 days after termination or expiration except as prohibited by applicable law or in the event of exigent circumstances.

4. Confidentiality / Intellectual Property Ownership . Invoice Cloud agrees that it may be furnished with or otherwise have access to Customer Data that the Biller’s customers consider confidential. Invoice Cloud agrees to secure and protect the Customer Data in a manner consistent with the maintenance of Invoice Cloud’s own Confidential Information, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than commercially reasonable measures. Invoice Cloud will not sell, transfer, publish, disclose, or otherwise make available any portion of the Customer Dat a to third parties, except as permitted under this Agreement or required to perform the Service or otherwise required by applicable law. All ideas, memoranda, specifications, plans, procedures, drawings, photographs, descriptions, computer program data, input record data, written information, and other documents and data either created by or provided to Invoice Cloud in connection with the performance of this Agreement shall be held confidential by Invoice Cloud .

Such materials shall not, without prior written consent of the Biller, be used by Invoice Cloud for any purposes other than the performance of the Service under this Agreement, nor shall such materials be disclosed to any person or entity not connected with the performance of the Services under this A greement; provided, however, nothing herein shall be interpreted to prevent Invoice Cloud from disclosing such information as may be required by applicable law or by a court or agency of competent jurisdiction. Nothing furnished to Invoice Cloud which is otherwise known to Invoice Cloud or is generally known, or has become known absent breach of this Agreement, to the related industry shall be deemed confidential. Moreover, Invoice Cloud shall not use Biller’s insignia or photographs relating to the projec t for whic h the serviceshereunder are rendered, or any publicity pertaining to such services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of the Biller.

Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration components , suggestions, ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the Service. In the event any such intellectual property rights in the Invoice Cloud Technology, the Content or the Service do not fall within the A.17.a
Packet Pg. 365
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD)

Biller Agreement

Biller Agreement Rev 5.1.2
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement Page | 2

specifically enumerated works that constitute works made for hire under a pplicable copyright laws or are deemed to be owned by Invoice Cloud, Biller hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to suc h intellectual property rights to Invoice Cloud. The Invoice Cloud name, the Invoice Cloud logo, and the product names associated with the Service are trademarks of Invoice Cloud or third parties, and no right or license is granted to use them.

Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or othe rwise have access to information that Invoice Cloud considers to be confidential including but not limited to Invoice Cloud T echnology, the Agreement, customer and/or prospective customer information, product features and plans, the marketing/sales collateral, pricing and financial information of the parties which are hereby deemed to be Invoice Cloud Confidential Information, or any other information that by its very nature constitutes information of a type that any reasonable business person would conclude was intended by Invoice Cloud to be treated as proprietary, confidential, or private (the “Confidential Information”). Bille r agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Invoice Cloud’s rights therein, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential informati on, but in no event use less than reasonable efforts. Biller will not sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information of the other party to third parties (and wi ll ensure that its employee and agents abide by the requirements hereof), except as expressly authorized in this Agreement or otherwise required by applicable law, including, without limitation, the California Public Records Act . I n the event that records required to be disclosed by Biller under applicable public records law contain Invoice Cloud’s Confidential Information or trade secrets, Biller shall afford Invoice Cloud a reasonable opportunity to seek protective legal treatment for such Confidential Information or trade secrets as nece ssary prior to the disclosure of the requested records.

5. Billing. Invoice Cloud fees for the Service are provided on the Biller Order Form. Invoice Cloud's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities . Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and Biller shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Invoice Cloud's income. All payment obligations are payable on receipt of invoice from Invoice Cloud, and are non-cancellable, and all amounts or fees paid are non-refundable. Unless Invoice Cloud in its reasonable discretion determines otherwise, all fees will be billed in U.S. dollars. If Biller believes Biller’s bill or payment is incorrect, Biller must provide written notice to Invoice Cloud within 90 days of the later of the invoice date, or the date of payment, with respect to the amount in question to be eligible to receive an adjustment or credit; otherwise such bill or payment is deemed correct. Invoice Cloud reserves the right to modify pricing with respect to applicable fees to be paid under this Agreement, at any time upon thirty days written notice to Biller: a) based on increases incurred by Invoice Cloud on Network Fees from credit card pro cessers, bank card issuers, payment associations, ACH and check processers; or b) if, during the Term, the average credit card paym ent processed by Invoice Cloud for any three (3) consecutive month period exceeds 110% of the Average Credit Card Transaction $ specified on t he corresponding Invoice Parameter Sheet(s), to the extent that Invoice Cloud incurs increases in Network Fees. Invoice Cloud, on at least 30 days written notice to Biller, may also increase any or all fees referenced in the Biller Order Form (including any Invoice Parameter Sheets), by no more than 5%, provided, however, that such increase may not apply prior to three (3) years from the Effective Date and may not occur more than once per Renewal Term.

6. Term and Termination. The initial term of this Agreement shall commence as of the execution date of the Biller Order Form and continue until December 31, 2024 (“Initial Term”). The term will automatically renew for two (2) successive one (1) year terms, unless either party provides notice of intent to not renew at least thirty (30) calendar days prior to the expiration of the then-current term (each, a “Renewal Term”).

The Term shall consist of the Initial Term and any subs equent Renewal Term. This Agreement may be terminated by either party with cause in the event of a material breach of the terms of this Agreement by the other party and the breach remains uncured for a peri od of 30 days following receipt of written notice by the breaching party. Biller may terminate this Agreement without cause upon thirty (30) days written notice of termination, except during the Initial Term . Upon termination of this Agreement, Biller shall remain liable for all fees and charges incurred for (i) transactions processed through the Service up to the effective date of termination, (ii) any periodic or recurring fees owed through the end of the calendar month following the effective date of termination, and (iii) any other services performed by Invoice Cloud up to the effective date of termination, provided such services are performed to the reasonable satisfaction of Biller. Upon termination or expiration of this Agreement, Biller agrees that Invoice Cloud may invoice Biller for such unpaid fees. For purposes of this section, the City Manager shall have authority to take action on behalf of Biller. Upon any termination or expiration of this Agreement, Biller’s password and access will be disabled.

7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and authority to enter into this Agreement and grant the license(s) referenced herein . Invoice Cloud further warrants that the Service provided by Invoice Cloud does not contain any libelous material; provided, however, Invoice Cloud makes no warranty or representation with respect to any materials or portion of the Service which Invoice Cloud does not provide or is otherwise not in control of. By way of example, Invoice Cloud shall not be held liable under this provision for any data, content or materials provided by Biller or any other Invoice Cloud customer . Invoice Cloud warrants that the Service will materially perform the functions that the Biller has selected on the Biller Order Form and the Statement of Work, attached and incorporated by reference (the “Statement of Work”) , under normal use and circumstances , and that Invoice Cloud shall use commercially reasonable measures with respect to Customer Data to the extent that it retains such, in the operation of the Service; provided, that the Biller shall maintain immediately accessible backups of the Customer Data (to the extent that Biller is permitted pursuant to applicable law and PCI-DSS standards).

In addition, Invoice Cloud will, at its own expense, as the sole and exclusive remedy with respect to any deficiencies in the Transaction Data , correct any Transaction Data to the extent that such errors have been caused by Invoice Cloud or by malfunctions of Invoice Cloud’s processing A.17.a
Packet Pg. 366
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD)

Biller Agreement

Biller Agreement Rev 5.1.2
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement Page | 3

systems. Invoice Cloud hereby represents and warrants that it will use industry standard anti-virus software to prevent the introduction and/or spread of any viruses or other malicious code by the Services.

8. Limited Warranty EXCEPT AS PROVIDED IN SECTION 7, THE SERVICE AND ALL CONTENT AND TRANSACTION DATA IS

PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE

HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICAB LE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS . INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT

REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR -FREE OR OPERATE

IN COMBINATION WITH ANY OTHE R HARDWARE, SOFTWARE, SYSTEM OR DATA, OR (B) THAT THE SERVICE WILL NOT

EXPERIENCE DELAYS IN PROCESSING OR PAYING, WHERE SUCH DELAYS ARE BEYOND THE REASONABLE CONTROL OF INVOICE CLOUD, ITS LICENSORS AND PAYMENT PROCESSORS. Invoice Cloud's service may be subject to commercially reasonable limitations, delays, and other problems inherent in the use of the internet and electronic communications. Invoice C loud is not responsible for any delays, delivery failures, or other damage resulting from such problems beyond their reasonable control, and any excuse from performance shall be limited only to those delays, delivery failures or other problems that are beyond Invoice Cloud’s reasonable control; and provided Invoice Cloud promptly provides notice to Biller of such delay and its continuation thereof.

9. Biller’s Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreement. Biller is responsible for all activity occurring under Biller’s accounts under Biller’s control or resulting from Biller’s negligence or willful misconduct, and shall abide by all applicable laws, and regulations in connection with Biller’s use of the Service, including those related to data privacy, communications, export or import of data and the transmission of technical, personal or other data. Biller repres ents and warrants that Biller has not falsely identified itself nor provided any false information to gain access to the Service and that Biller’s billing information is correct.

Biller shall: (i) notify Invoice Cloud immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Invoice Cloud and immediately stop any copying or distribution of Content that is known or suspec ted to be unauthorized by Biller or Biller’s Users; and (iii) obtain consent from Biller’s customers and payers to receive notifications and invoices from Invoice Cloud. Invoice Cloud is not responsible for any Biller postings in error due to delayed notification from credit card processor s, ACH, bank and other related ci rcumstances. Biller agrees and acknowledges that in the event that Biller has access to, receives from, creates, or receives protected health information, or Biller has access to, creates, receives, maintains or transmits on behalf of electronic protected health information (as those terms are defined under the privacy or security regulations issued pursuant to the Health Insurance Port ability and Accountability Act of 1996 (“HIPAA”) and Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009 (“ARRA ”), during the performance under this Agreement, it will comply with all such applicable law, regulations and rules related thereto.

Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of payment for services and adjustment of Transactions. Biller is also required to disclose all refund, return and cancellation policies to Invoice Cloud and any applicable payment processors and Biller’s Customers, as requested. Any change in a return/cancellation policy must be submitted to Invoice Cloud, in writing, not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustm ent, or cancellation of services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer’s account; nor may Bill er give cash/check refunds to a Customer in connection with a Transaction previously processed by credit card, debit card, ACH, or other electronic payment method , unless required by applicable law. Biller shall cooperate with Invoice Cloud to effect a timely Implementation by Biller allocating sufficient and properly trained personnel to support the implementation process and fully cooperating with Invoice Cloud and by securing the cooperation of Biller’s software and service providers and providing to Invoice Cloud the information required to integrate with Biller’s billing, CIS and other applicable systems.

10. Indemnification. Invoice Cloud shall indemnify, defend and hold Biller, its officials, officers, employees, attorneys, and agents, harmless from any claims, actions, demands, losses, injuries, liabilities (direct or indirect), and damages (including, without limitation, Biller’s costs, expenses and reasonable attorneys’ fees) (collective, "Claims") arising out of: (i) Invoice Cloud’s alleged gross negligence, recklessness, or willful misconduct; (ii) failure by Invoice Cloud to implement commercially reasonable measures against the theft of the Customer Data; (iii) Invoice Cloud’s total failure to deliver funds processed by Invoice Cloud as required hereunder (which relates to payments due from Invoice Cloud for Transaction Data); or (iv) the Services’ infringement or misappropriation of a patent, trademark, copyright, trade secret, or other intellectual property right of a third party. Invoice Cloud shall not be obligated to indemnify Biller hereunder where such Claim or complaint is preponderantly attributable to the negligence or willful misconduct of Biller, its officers, agents, or employees.

11. Fees.

Invoice Cloud will charge the Biller and/or payer, payment transaction and other fees as provided in the Biller Order Form. In addition, Invoice Cloud will charge the fees set forth on the Biller Order Form for the initial platform setup, configuration, implementation and integration with Biller system(s) of its standard Service as set forth in the Statement of Work (the “Implementation”). Invoice Cloud reserves the right to also A.17.a
Packet Pg. 367
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD)

Biller Agreement

Biller Agreement Rev 5.1.2
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement Page | 4

charge for changes and additions to the Implementation, and for any requests by Biller following the implementation which are agreed in writing by the parties, including without limitation for the following services, at its then standard rates:

• Custom development and features which are not stated on the SOW and Biller Order Form change requests and modifications to existing platform functionality not stated in the SOW and Biller Order Form; • Additional integrations or integration modifications after Go Live Date, not provided for in the Biller Order Form or Statement of Work;
• Changes to bill presentment (web and PDF templates), billing system integrations, and other Service components coded or configured to Biller’s specifications after Biller has signed off on the relevant specification or Service is live; • Custom data extracts and file requests that are not part of the Implementation signed off on by both parties; • Data conversion not listed in the SOW, or repetitive re-loading of data due to Biller error.

12. Limitation of Liability . EXCEPT FOR INDEMNITY OBLIGATIONS UNDER SECTION 10 , SUBCLAUSE (iv) ABOVE, INVOICE CLOUD’S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWENTY-FOUR (24) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT,

PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE

OR OTHER ECONOMIC ADVANTAGE) DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH TH E SERVICE,

EVEN IF T HE PARTY FROM WHICH SUCH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Biller.

13. Export Control. The Biller agrees to comply with United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies.

14. Notice. Either party shall give notice by written communication sent by first class mail or pre -paid post to the other party’s address on record in Invoice Cloud’s account information for Biller, and for Invoice Cloud, to Invoice Cloud, Inc., 30 Braintree Hill Office Park , Suite 101, Braintree, MA 02184 Attention: Client Services. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post)

15. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party, but may be assigned without such party’s consent to (i) a parent or subsidiary, (ii) an acquirer of substantially all assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

16. Insurance.

Invoice Cloud agrees to maintain in full force and effect during the Term of the Agreement, at its own cost, the following coverages:
a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each occurrence and Two Million ($2,000,000) general aggregate, for bodily injury, personal injury and property damage. Invoice Cloud shall provide insurance on an occurrence, not claims-made basis. b. Umbrella Liability Insurance with minimum combined single limits of Five Million ($5,000,000) each occurrence and Five Million ($5,000,000) general aggregate.
c. Commercial automobile liability insurance covering bodily injury, personal injury and property damage for all activities of Invoice Cloud arising out or of in connection with the work to be performed under this Agreement, including coverage for hired and n on- owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit per occurrence, and two million dollars ($2,000,000) in the aggregate. Invoice Cloud represents and warrants it does not own any vehicles. In the event after execution of this Agreement, Invoice Cloud owns vehicles which are used in implementation of the Services, such insurance coverage shal l include coverage for owned vehicles, and Invoice Clou d shall provide evidence of such coverage upon request of Biller, to the reasonable satisfaction of Biller.
d. Professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors or omissio ns which may arise from Invoice Cloud’s Services, whether such Services are performed by Invoice Cloud or by its employees, subcontractors, or sub-consultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) per claim, and two million dollars ($2,000,000) in the aggregate.

A.17.a
Packet Pg. 368
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD)

Biller Agreement

Biller Agreement Rev 5.1.2
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement Page | 5

e. Cyber Liability insurance with limits of not less than one million dollars ($1,000,000) per occurrence and an annual aggregate of two million dollars ($2,000,000). Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Invoice Cloud in this Agreement. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties. f. General Requirements. Unless otherwise specified hereunder, each insurance policy required herein shall be with insurers possessing a Best’s rating of no less than A-:VII.
(1) With respect to Invoice Cloud’s Commercial General Liability and Commercial Automobile Liability policies only, such policies shall be considered primary insurance and include the City, its elected or appointed officers, officials, employees, agents and volunteers as additional insureds. Coverage prov ided to additional insureds shall be provided on a primary basis and any insurance maintained by the City, including any self -insured retention the City may have shall be considered excess insurance only and shall not contribute with it.

a. Certificates of Insurance. Invoice Cloud shall provide certificates of insurance to the City as evidence of the insurance coverage required herein . Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Invoice Clod will endeavor to ensure that the most current certification of insurance is on file with the City at all times during the term of this Agreement.

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

(3) Invoice Cloud shall endeavor to provi de Biller with thirty (30) days written notice in advance of any cancellation of a policy required hereunder.

g. Deductibles and Self -Insured Retentions. Invoice Cloud shall be responsible for payment of any deductibles contained in any insurance policies required hereunder and shall also be responsible for payment of any self-insured retentions.

h. Imposition of Insurance Requirements. Provided the City gives its written consent for any persons other than Invoice Cloud to perform any part of the Services, Invoice Cloud agrees to require that all parties, including but not limited to subcontractors, architects, engineers or others with whom Invoice Cloud enters into contracts or whom Invoice Cloud hires or retains pursuant to or in any way related to the performance of this Agreement, provide the insurance coverage required herein, at minimum. Invoice Cloud agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section.

i. Failure to Obtain Coverages. Without limiting the generality of the forgoing, Invoice Cloud agrees and acknowledges that if it fails to obtain all of the insurance required in this Agreement in accordance with the requirements herein, or to obtain and ensure that the coverage required herein is maintained by any subcontractors or others involved in any way with the performance of Services, to the extent such is permissible under this Agreement, Invoice Cloud shall be responsible for any losses, claims, suits, damages, defense obligations, or liability of any kind or nature attributable to the City or its officers, employees, servants, volunteers, agents and independent contractors; and all Services under this Agreement shall be discontinued immediately until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefor have been paid for a period satisfactory to City. Any failure to maintain the required insurance, including insurance required of any subcontractors or others involved in any way with the Services, shall be sufficient cause for City to terminate this Agreement if such failure is not cured by Invoice Cloud within thirty (30) days of receipt of written notification from Biller specifying such failure.

j. Separate Obligation from Indemnity. The fact that insurance is obtained by Invoice Cloud shall not be deemed to release or diminish the liability of Invoice Cloud, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify and hold the City harmless as set forth in Section 10 above shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemni fication to be provided by Invoice Cloud. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Invoice Cloud, its principals, officers, agents, employees, persons under the supervision of Invoice Cloud , vendors, suppliers, invitees, sub-contractors, or anyone employed directly or indirectly by any of them.

k. Worker’s Compensation Coverage. Invoice Cloud shall ma intain Worker’s Compensation Insurance and Employer’s Liability Insurance for its employees in accordance with applicable law. In addition, Invoice Cloud shall require each subcontractor to similarly maintain Worker’s Compensation Insurance and Employer’s Liability Insurance in accordance with applicable law for all of the subcontractor’s employees. If any class of employees employed by Invoice Cloud pursuant to this Agreement is not protected by the California State Worker’s Compensation Law, Invoice Cloud shall provide adequate insurance for the protection of such employees to the satisfaction of the City. This provision shall not apply if Invoice Cloud has no employees performing work under this Agreement. If Invoice Cloud has no employees for the purposes of this Agreement, Invoice Cloud shall sign and attach the Certificate of Exemption from Worker’s Compensation Insurance, attached hereto and incorporated herein by this reference as Exhibit “B.” A.17.a
Packet Pg. 369
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD)

Biller Agreement

Biller Agreement Rev 5.1.2
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement Page | 6

l. Survival. The requirements set forth in this Section 16 shall survive termination of this Agreement.

17. Immigration Laws. Invoice Cloud represents and warrants that it has complied and will comply with all applicable immigration laws with respect to the personnel assigned to the Biller.

18. Beta Products. In the event that there is any functionality labelled “Beta” on the Biller Order Form, such functionality is provided “AS IS”

WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD’S AGGREGATE LIABILITY WITH RESPECT TO SUCH FUNCTIONALITY SHALL BE UP TO AND NOT EXCEED $10.

19. General.
(a) With respect to agreements with municipalities, localities or governmental authorities, this Agreement shall be governed by the law of the state wherein such municipality, locality or governmental authority is established, without regard to the choice or conflicts of law provisions of any jurisdiction. All proceedings involving disputes over the terms, provisions, covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conduc ted in the applicable court or forum in Riverside County, California. No text or information set forth on any other purchase order, preprinted form or document, and no documentation (including any implementation planning documents) except as specifically referenced or incorporated in this Biller Agreement, shall modify, add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or age ncy relationship exists between Biller and Invoice Cloud as a result of this agreement or use of the Service. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Invoice Cloud in writing. All rights and obligations of the parties in Sections 4, 6, 10, 12, 14, 16, 18 and 19(a) and (b) shall survive termination of this Agreement.

This Agreement, together with any applicable Biller Order Form, comprises the entire agreement between Biller and Invoice Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whe ther written or oral between the parties regarding the subject matter contained herein. Biller agrees that Invoice Cloud can disclose the fact that Biller is a paying customer and the version of the Service that Biller is using.
(b) Additional terms and conditions and definitions applicable to this Agreement and the Biller Order Form (the “Biller T+C”) are attached hereto as Exhibit A and are agreed to by Invoice Cloud and Biller. The terms and conditions and definitions of Exhibit A are incorporated herein and made a part hereof by this reference.

A.17.a
Packet Pg. 370
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD) Biller Terms and Conditions v5.1.2 1

EXHIBIT A TO THE BILLER AGREEMENT

BILLER TERMS AND CONDITIONS

1. Definitions.

The following definitions apply as used in the Agreement and in any Biller Order Form and add on Biller Order Form, now or hereafter:

"Agreement" or “Biller Agreement” means these terms and conditions, the Biller Agreement, any Biller Order Form, add on Biller Order Form, whether written or submitted online and any materials available on the Invoice Cloud website specifically incorporated by reference herein;

“Biller”, “you”, or “your” means the Invoice Cloud customer that has executed or agreed to the Biller Agreement, Biller Order Form and Billers Terms and Conditions whether written or submitted online;

“Biller Data” means invoices and bills of the Biller as well as the Content of such invoices and bills;

“Biller Order Form” means the order form referencing the service to be performed by Invoice Cloud and any add on services under any add on Biller Order Form;

“Chargeback” is a reversal of a Transaction initiated by a credit card company, processor, bank or other financial institution including chargebacks, ACH rejects or reversals, disputes and other refunds or credits, that Biller previously presented to Invoice Cloud under this Agreement and includes, but is not limited to: (i) failure to issue a refund to a Customer as required; (ii) Invoice Cloud did not receive Biller’s response to a Retrieval Request within 7 days or any shorter time period required by the Payment Brand Rules; (iii) a Customer disputes the Transaction or claims that the Transaction is subject to a set-off, defense or counterclaim, or (iv) the Biller Bank Account designated by the Customer for an ACH transaction is invalid, or has insufficient funds to complete a Transaction;

"Content" means the information and documents contained or made available to Biller by Invoice Cloud in the course of using the Service; “Customer” shall include customers, payers, taxpayers and users of services of Biller; "Customer Data" means name, address and contact information of Customers and associated credit card numbers and bank account numbers, excluding any data that Invoice Cloud acquired other than from the Biller or Customers;

"Effective Date" means the date this Agreement is accepted by executing a Biller Order Form;

“Go Live Date” means the date on which those invoice types listed on the Biller Order Form are publicly available to Customers for online payment;

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademar ks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives, integration components and application programming interfaces thereof, and forms of protection of a similar nature anywhere in the world;

“Integration Components” means software, which integrates the Service with third party software, and any updates or revisions thereto; "Invoice Cloud" or “we” means Invoice Cloud, Inc., a Delaware corporation; "Invoice Cloud Technology" means all of Invoice Cloud's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Biller or otherwise developed by Invoice Cloud in providing the Service;

“IVR” means the software as a service which provides interactive voice and communication response functionality, automated payments by voice and text, text (SMS) messaging, and related functionality, including inbound and outbound communications;

“Network” is any Payment Method provider whose payment method is accepted by Biller from Customers and which is accepted by Invoice Cloud for processing, including, but not limited to, Visa, Inc., MasterCard International, Inc., American Express, PayPal (including Pay Pal , Venmo, Pay In 4 and PayPal Credit), Discover Financial Services, LLC, and any other Payment Methods, digital wallets, credit and debit card providers, debit network providers. Network also includes the National Automated Clearing House Association (''NACHA"), with respect to Transactions involving any credit or debit entry processed over the ACH network, and any other network or clearinghouse over which any electronic check processing Transactions may be processed;

“Network Fees” means all pass-through costs including interchange, PayPal brand fees, dues, assessment fees, processing fees, and similar fees, assessed by any Network, credit card or payment processers, bank card issuers, payment associations, ACH and check processers;

“Network Liabilities” means any and all fines, fees, penalties, liabilities, charges and other amounts which may be imposed or assessed by the Networks or payment processors as a result of Biller’s actions, omissions, , Transactions or Chargebacks, including without limitation, Biller’s failure to comply with the Network Rules, or this Agreement and/or any agreement with any payment processor;

"Order Form" or “Biller Order Form” means the form evidencing the initial subscription for the Service and any subsequent Biller Order Form, specifying, among other things, the services contracted for, the applicable Biller Pricing fees and Transactional Fees and Service Fees by Invoice Type (as listed on one or more Invoice Parameter Sheets which are part of the Biller Order Form), the billing period, and other charges, terms and conditions as agreed to between the parties, each such Biller Order Form to be incorporated into and to become a part of this Agreement;

“Payment Instrument Transaction(s)” or “Transaction(s)” means a transaction conducted between Biller and its Customers with respect to an account, or evidence of an account, utilizing Payment Methods for payment in connection with the sale, lease, financing or provision of goods A.17.a
Packet Pg. 371
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD) Biller Terms and Conditions v5.1.2 2
and/or services by Biller and/or payment o f taxes (either directly or through Inv oice Cloud ). “Payment Instrument Transaction (s)” or “Transaction(s)” may also be used to refer to the written or electronic record of such a transaction, including, without limitation, an authorization code, settlement record, ECP file, or a credit or debit entry pursuant to and consistent with NACHA Rules or card association rules which is submitted to a processor to initiate or evidence a Transaction;

“Payment Processing Agreements” means the payment and card processing agreements and merchant agreements which Invoice Cloud has directed the Biller to enter into to enable Invoice Cloud to provide the Service;

“Payment Methods” means credit and debit cards, ACH, EFT and Check 21 transactions, digital wallets inc luding but not limited to Visa, MasterCard, Amex and Discover, PayPal, Venmo, Apple Pay, Google Pay, credit instruments including PayPal Credit and PayPal Pay in 4, stored value cards, loyalty cards, electronic gift cards, authorized account or access numb ers, paper certificates and credit accounts that are used for Payment Instrument Transactions and listed on the Biller Order Form. From time to time Invoice Cloud may offer Biller new Payment Methods, and, in such event, Invoice Cloud will provide Biller with notice by email disclosing the pricing under which the added Payment Methods are made available. Biller will have at least thirty (30) days after the date of the notice to opt-out of the additional Payment Methods in the manner provided in the notice. If Biller does not opt-out in such time frame, then on introduction of the additional Payment Methods, Biller will be bound by the additional terms as disclosed in the notice, and the Biller Order Form will be deemed amended to reflect the changes;

“Reserve Account” means a Biller account which is maintained in order to protect Invoice Cloud against the risk of, among other things, existing, potential, or anticipated Chargebacks and to satisfy the other obligations under the Agreement;

"Service(s)" means Invoice Cloud's billing and payment service, the Content, the Invoice Cloud Technology and other services identified on the Biller Order Form, developed, operated, provided, and/or maintained by Invoice Cloud, accessible via www.invoicecloud.com or another designated website or IP address, or ancillary online and/or offline products and services provided to Biller by Invoice Cloud, to which Biller is being granted access under this Agreement.

2. Biller’s Responsibilities.

(a) Biller shall abide by all applicable card association rules, NACHA rules and Payment Processing Agreements, in connection with Biller’s and/or its customers’ use of the Service. Biller shall not: (i) impersonate another Invoice Cloud user or provide false identity information to gain access to or use the Service; (ii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorized access to the Service or its related systems or networks..

(b) Biller must designate on the Biller Order Form (and/or subsequent to execution of the Biller Order Form as requested by Invoice Cloud), at least one bank account for the deposit and settlement of funds and the debit of any Chargebacks, fees and costs, including, but not limited to Network Fees and Network liabilities, associated with the Service or the Transactions (all such designated bank accounts and all bank accounts substituted for accounts listed on the Biller Order Form shall be collectively referre d to herein as the " Biller Bank Account"). You authorize Invoice Cloud to instruct its processors to initiate electronic credit entries, debit entries, and adjustments to a Biller Bank Account for amounts due to or from you in connection with this Agreement. Invoice Cloud will not be liable for any delays in receipt of funds or errors in Biller Bank Account entries caused by third parties, including but not limited to delays or errors by the Networks, payment processors, merchant acquirors or the bank.

(c) The dollar amount payable to Biller for Biller’s Transactions will be equal to the amount subm itted by Biller in connection with your sale Transactions, minus the sum of amounts due from Biller or debited from a Biller Bank Account, including Chargebacks, Network Fees, Network Liabilities, other fees and charges referenced on the Biller Order Form and all applicable charges and adjustments. If, however, Invoice Cloud or the processor fails to withhold Chargebacks, Network Fees or other charges or amounts due from the proceeds payable to a Biller Bank Account (including where such proceeds are insufficient to cover such obligations), or if a Biller Bank Account does not have a sufficient balance to pay amounts due from Biller under these guidelines, Invoice Cloud may pursue one or more of the following options: (i) demand and receive immediate payment from Biller for such amounts; (ii) debit the Biller Bank Account for the amount of the negative balance; (iii) reduce future settlement payments by the amount owed, (iv) withhold settlement payments to the Biller Bank Account until all amounts are paid, (v) delay presentation of refunds until a payment is made to Invoice Cloud of a sufficient amount to cover the negative balance; and (vi) pursue any remedies we may have at law or in equity.

(d) To enable Invoice Cloud to process transactions for the Biller, Biller authorizes and direct s Invoice Cloud, its affiliates, the Payment Method providers, and the payment processors: (1) that, with respect to any Payment Instrument Transactions processed by the payment processor, the payment processor will disburse funds to and collect funds from the Biller in accordance with instructions provided to the payment processor by Invoice Cloud, and as otherwise permitted pursuant to any applicable Payment Processing Agreement that Biller has entered into; (2) that outstanding sums due and owing to Invoice Cloud, including, but not limited to Chargebacks and Network Fees, will automatically be debited from the Biller Bank Account for such purpose on a daily or monthly basis at Invoice Cloud’s sole discretion. Biller shall maintain sufficient funds in the Biller Bank Accounts to pay all periodic fees, Chargebacks, Network Fees and other fees due hereunder; and non-sufficient funds for these debits, or blocking or otherwise rendering inaccessible any Biller Bank Account, are grounds for an increase in fees, suspension of the Service, and/or termination of this Agreement.

(e) Invoice Cloud is not responsible for any Biller postings in error due to delayed notification from credit card processor, ACH bank, and/or other related circumstances. Biller agrees to provide Invoice Cloud with timely, complete, and accurate billing and contact information. This information includes Biller’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. Biller agrees to update this information within 30 days of any change to it.

(f) Individual users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service- related communications from Invoice Cloud from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference at http://www.invoicecloud.com/privacy.html. Note that because the Service is a hosted, online application, Invoice Cloud occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.

(g) As to all Transactions that Biller submits to Invoice Cloud for processing, Biller represents and warrants that:

A.17.a
Packet Pg. 372
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD) Biller Terms and Conditions v5.1.2 3
(1) The Transactions represent payment or refund of payment, for a bona fide transaction.

(2) The Transactions represent an obligation of the Customer for the amount of the Transaction, and that the Transaction is valid and accurate.

(3) The Transactions do not involve any element of credit for payment of a previously dishonored payment or for any other purpose than payment for a current transaction and future payments as agreed upon by the Customer.

(4) The Transactions are free from any material alteration not authorized by the Customer.

(5) The amount charged for the Transaction is not subject to any dispute, setoff, or counterclaim.

(6) Neither Biller nor its employees has advanced any cash to the Customer in connection with the Transaction, nor have you accepted payment for effecting credits to a Customer.

(7) Biller has made no representation or agreement for the issuance of refunds except as it states in your return/cancellation policy, which has been previously submitted to Invoice Cloud in writing, and which is available to the Customer.

(8) Any Transaction submitted to Invoice Cloud to credit a Customer’s account represents a valid refund or adjustment to a Transaction previously submitted to Invoice Cloud.

(9) Biller has no knowledge or notice of information that would lead it to believe that the enforceability or collectability of the subject Transaction is in any manner impaired. The Transactions, including but not limited to total due fields, are complete, accurate and in compliance with all Network rules, applicable laws, ordinances, and regulations. The Transactions are originated in compliance with this Agreement and any applicable agreements.

(10) For a Transaction in which the Customer pays in installments or on a deferred payment plan, a Transaction record has been prepared separately for each installment transaction or deferred payment on the date(s) the Customer agreed to be charged. All installments and deferred payments, whether or not they have been submitted to Invoice Cloud for processing, shall be deemed to be a part of the original Transaction.
(11) Biller has not submitted any Transaction that it knows or should have known to be unauthorized, fraudulent, illegal, or otherwise in violation of any provision of this Agreement or other applicable agreements.

(h) Communications with Customers and Biller Website.

Biller hereby grants to Invoice Cloud and its providers a worldwide, non-exclusive, assignable, perpetual, and royalty-free license and right to copy, use, publish and distribute Customer names, physical addresses , and email addresses as well as obtain email addresses of Biller’s Customers by using data Biller has provided or made accessible to Invoice Cloud or any of its affiliates, solely for the purposes of : (i) communicating or sending to Customers (and/or their agents) information designed to inform, promote, and encourage Customers (and/or their agents) to use the Service including, without limitation, paying bills online, enrolling in autopay, and enrolling in paperless billing, and (ii) in conjunction with information relating to feedback and response regarding such communications, creating and using aggregated and anonymized data and analysis for purposes of improving the Service . Biller hereby grants to Invoice Cloud and its providers a worldwide, non-exclusive, assignable, and royalty -free license and right during the Term , to copy, use, modify, and publish the Biller’s name, logos, trade dress, photographs, website materials, and other works of authorship for the purpose of implementing and providing the Service and performing their obligations under this Agreement. Biller represents and warrants it has all necessary rights, permissions, and licenses to grant and provide to Invoice Cloud and its service providers the license, rights, and permissions described in this Section and will comply with all applicable laws and regulations with respect to any personal information of any of its Customers. For purposes of clarity, the license , rights, and permission grants described in this Section are part of the “Service” under the Biller Agreement.

(i) American Express Compliance only.
(1) Biller agrees to comply with all a pplicable laws, rules and regulations, including the American Express Merchant Operating Guide requirements, which are incorporated into this Agreement by reference as if they were fully set forth in the Agreement. The American Express Merchant Operating Guide may be viewed at: www.americanexpress.com/merchantopguide. (2) Processing Restrictions. Biller is prohibited from processing Transactions or receiving payments on behalf of, or (unless required by law) re-directing payments to any other party.
(3) Third Party Beneficiary Rights.
• Biller confers on American Express the third -party beneficiary rights, but not obligations, to the Biller Agreement and subsequent addenda (collectively the “Agreement”) between Biller and Invoice Cloud and, as such, American Express has the express right to enforce the terms of the Agreement against the Biller. • Biller agrees and warrants that it does not hold third party beneficiary rights to any agreements between Invoice Cloud and American Express and at no time will attempt to enforce any such agreements against American Express. (4) American Express Limitation of Liability. BILLER ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL AMERICAN

EXPRESS, ITS AFFFILIATES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO BILLER FOR ANY DAMAGES,

LOSSES, OR COSTS INCURRED, INCLUDING INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL,

PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED ON CONTRACT, TORT, INCLUDING

NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY), ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT.

3. Chargebacks, Fees, Reserve Ac count, Etc . If Biller incurs excessive Chargebacks, in Invoice Cloud’s sole determination, or otherwise fails to pay fees or charges, or there are insufficient funds for Invoice Cloud to debit amounts for which Biller is responsible hereunder, in addition to other remedies under this Agreement, Invoice Cloud (or the payment processor) may take the following actions: (i) notify Biller of a new rate that will be charged to process Chargebacks; (ii) collect from Biller an amount reasonably determined by Invoice Cloud (or the payment processor) to be sufficient to cover anticipated Chargebacks and all related fees, penalties, expenses, and fines, or increase a reserve amount; (iii) require Biller to promptly establish a Reserve Account as determined by Invoice Cloud, or ( iv) terminate the Agreement. Biller shall be responsible to Invoice Cloud for and shall promptly pay to Invoice Cloud such charges required to be paid by Biller; and any Chargebacks, by any party, including without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services A.17.a
Packet Pg. 373
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD) Biller Terms and Conditions v5.1.2 4
organization.

To the extent permitted by applicable law, Biller shall indemnify, defend, and hold Invoice Cloud, its licensors and Invoice Cloud’s subsidiaries, affiliates, officers, directors, employees, attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (i ncluding attorneys' fees and costs) arising out of or in connection with any claim, cause of action, lawsuit, administrative or criminal investigation, charge, action or claim alleging: (i) any charge against any reserves required by payment or credit card processors; (ii) Chargebacks, Network Fees and insufficiency of funds in any Biller Bank Account , by any party, including without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services organization; (iii) that use of any Customer Data infringes the rights of a third party; (iv) a violation by Biller of Biller’s representations and warranties or the breach by Biller or Biller’s users or Customers of this Agreement including without limitation incomplete or inaccurate Transactions; (v) Biller’s violation of any third party payment and credit card processing agreement and merchant agreement, or (vi) relating directly or indirectly to Biller’s or its authorized users’ use of the Service. Biller represents and warrants that the Biller Bank Account(s) will contain sufficient funds to cover any estimated financial exposure based on reasonable criteria for Chargebacks, ACH rejects or reversals, credits, returns, and all additional liabilities anticipated under this Agreement, including, but not limited to Chargebacks, fines, fees and penalties. Invoice Cloud may, at its sole discretion, collect fees related to Chargebacks and ACH rejects and reversals, or other refunds or credits from Biller’s customers.

4. [Intentionally Omitted]

5. Encrypted Card Readers (Applicable where Card Readers as designated on the Biller Order Form).

Encrypted Card Readers (or Card Readers as described in the Biller Order Form) are provided to the Biller for their use under license fees provided in the Biller Order Form. Invoice Cloud provides to Biller all products on a license basis. Biller will be fully responsible for all products including without limitation all risk of loss and damage to products while in its possession or control, save normal wear and tear.

Where Invoice Cloud provides encrypted card readers, the following additional terms apply (with “products” or “device” in this Section 5 referring to the encrypted card readers):

a. Invoice Cloud and the manufacturer warrants that the products provided pursu ant to this Agreement will perform in accordance with the manufacturer’s published specifications. Should a product fail to conform to applicable manufacturer’s specifications, repair parts and replacement products will be furnished on an exchange basis and will be either reconditioned or new as specified below. This limited warranty does not include service to repair damage to the product resulting from accident, disaster, unreasonable use, misuse, abuse, customer’s, Reseller’s, or any other third party’s negligence, or non-manufacturer modification of the product. Invoice Cloud reserves the right to examine the alleged defective product to determine whether the warranty is applicable. Without limiting the generality of the foregoing, Invoice Cloud and the product manufacturer specifically disclaim any liability or warranty for any product resold in other than manufacturer’s original packages, and for products modified, altered, repaired, maintained, or treated by Biller, its customers, and/or any third party. Service on a defective product may be obtained by delivering the product during the warranty period as instructed by Invoice Cloud.

b. The following is the repair and replacement policy for a defective product:

Replacement Requests – Biller shall promptly notify Invoice Cloud that the device is not working, via email, phone call or help desk ticket. Invoice Cloud will update and/or open a new help desk ticket for the product swap replacement request. Biller must provide the serial number of the device that is not working.

Replacement device will be shipped to the Biller as noted on the help desk ticket issued by Invoice Cloud.

Shipping Method: Replacement devices will be shipped via a commercial shipping service at no charge to the Biller. If Biller needs the device sent via overnight shipping there is an additional cost of $35.00 per device.

Biller has 14 business days to return a device that is not working to an address specified by Invoice Cloud on the return help desk ticket, delivery or postage pre-paid. Failure to return the non-working device may result in additional fees and charges to Biller.

Invoice Cloud shall use reasonable efforts to provide the encrypted card reader service in an uninterrupted, continuous manner. Biller understands and agrees that services may be periodically off line or otherwise inoperable in order for Invoice Cloud to perform maintenance, install or test software, or for other commercially reasonable business purposes and that during such time card reader service services may not be provided. Biller further understands and agrees that from time to time card reader service services may be off line or otherwise inoperable as a result of the failure of equipment or services provided to the manufacturer by third parties (for example, public or private telecommunications services or internet nodes or facilities, overall Internet congestion, unavailability of internet services, such as DNS services), and that during such time Services may not be provided. Furthermore, Biller understands and agrees that the provisions of any services and other performances hereunder will be excused for any of the reasons set forth herein. In the event of unforeseen network or equipment failure, manufacturer will use commercially reasonable efforts to restore the Services in a reasonability prompt fashion. Manufacturer may from time to time, in its sole discretion, modify the manner in which it provides services, and modify its software a nd systems, all of which may result in a change in the manner in which manufacturer provides the software and systems provided, however, that such modifications and/or changes do not degrade the level of, or have a material adverse impact upon the features and functionality of the Services.

c. EXCEPT AS PROVIDED IN THIS SECTION 5, INVOICE CLOUD AND THE DEVICE MANUFACTURER MAKE

NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND INVOICE CLOUD AND THE DEVICE MANUFACTURER DISCLAIM ANY

WARRANTY OF ANY OTHER KIND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BILLER AGREES AND ACKNOWLEDGES THAT ALL PRODUCTS AND DEVICES ARE OFFERED AND PROVIDED ON AN “AS IS” BASIS.

d. Responsibilities of Biller. Biller is responsible for the following: (i) providing Invoice Cloud with a static IP address or a specific range of static IP addresses, (ii) confidentiality of each End User’s Data. Biller is solely responsible for ensuring the secure transmission of any data that Biller transmits to Invoice Cloud (“Biller Transmitted Information”), and Invoice Cloud and the manufacturer will have no liability therefore (provided that the manufacturer will use Biller Information only for purposes of this Agreement). Biller is solely responsible for adopting, implementing, and maintaining appropriate and effective security measures, procedures, policies, and standards and any other best practices available to protect the confidentiality of Biller Data, (iii) protecting the confidentiality of any information stored on A.17.a
Packet Pg. 374
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD) Biller Terms and Conditions v5.1.2 5
Biller’s servers, and (iv) u sing the Services in the manner instructed by Invoice Cloud and the m anufacturer and otherwise in the manner intended.

e. Network Security. Biller shall be solely responsible for ensuring that authorized Biller employees and contractors are not security risks. Upon Invoice Cloud’s request, Biller will promptly provide Invoice Cloud with any information reasonably necessary for Invoice Cloud to evaluate security issues and/or concerns relating to any authorized Biller employee and/or contractor. Each party will be solely responsible for the selection, implementation, and maintenance of security procedures and policies that are sufficient to ensur e that (a) such party’s use of any network or internet connection is secure and is used only for authorized purposes, and (b) such party’s business records and data are protected against improper access, use, loss, alteration, and/or destruction.

f. Biller shall provide Invoice Cloud with physical access to the devices upon request after reasonable advance notice. Biller shall not, nor allow any Third Party to, modify, repair, replace, relocate, sell, lease, assign, encumber, or otherwise tamper with any of the devices without Invoice Cloud’s express written consent. Any change of the location of any device may warrant that Biller pay Invoice Cloud any additional installation and related charges associated with such relocation, charged by Invoice Cloud’s thir d-party vendors. At the end of the term, Biller shall be responsible to promptly return all devices, freight prepaid by Invoice Cloud, to Invoice Cloud at the place from which devices was shipped (or as otherwise designated by Invoice Cloud) in as good condition as exists at the commencement of the term, reasonable wear and tear, and casualty, in respect thereto excepted. Biller shall use each device at all times in a proper, diligent, and workmanlike manner and in such manner as will not damage or injure the device except by the ordinary wear and tear of such device. In the event of damage to any device, Biller shall notify Invoice Cloud who shall replace or repair the device at Biller’s expense.

g. Devices and all parts and components thereof shall retain their character as personal property and all right, title and interest in and to shall not pass to Biller or any third party, but title and ownership shall remain exclusively with Invoice Cloud. Biller shall be and shall have the duties of a bailee of the devices. Biller shall not remove, conceal, or otherwise interfere with the title or ownership plate of Invoice Cloud affixed to any device until and unless such device is purchased, and full payment is made as herein provided. If Biller sells, assigns, pledges, or attempts to sell or assign devices or any interest therein, or if Biller defaults in any of the covenants, conditions or provisions of this Agreement, it is agreed that Invoice Cloud may immediately and without notice take possession of the devices where found and remove and keep or dispose of the same and any unpaid fees shall at once become due and payable by Biller. If any step is taken by legal action or otherwise by Invoice Cloud to recover possession of any device(s) or otherwise enforce this Agreement or to collect moneys due hereunder , Biller shall promptly reimburse Invoice Cloud for allexpenses and charges incurred by Invoice Cloud, including reasonable attorney's fees.

6. Kiosks (applicable where kiosks that are provided by Invoice Cloud as designated on the Biller Order Form).

Kiosks (as described in the Biller Order Form) are provided to Biller for use by Invoice Cloud under a license fee provided in the Biller Order Form.

Invoice Cloud provides to Biller the products (as defined below) on a license basis. Biller will be fully responsible for all kiosks including without limitation all risk of loss and damage to products while in its possession or control, save normal wear and tear.

Where Invoice Cloud provides kiosks, the following additional terms apply (with “Products” and “kiosks” in this Section 6 referring to the kiosks and any firmware and software and applicable documentation included with the kiosks and/or Product, as the same may be upgraded, modified, and enhanced from time to time):

a. License. Invoice Cloud grants to Biller a non-exclusive, non-transferrable, non-sublicensable right to use the Products for its Customers during the term of this Agreement, and subject to the terms hereof. The foregoing right includes, without limitation, the right to install and use the Products for purposes reasonably related to the subject matter of this Agreement, including, but not limited to, testing, and staging of the Products. All rights not specifically granted to Biller hereunder are reserved by Invoice Cloud and the kiosk manufacturer. Any and all intellectual property rights to the Products shall belong solely to Invoice Cloud and the manufacturer. Without limiting the generality of the foregoing, delivered Products shall not be (a) copied, distributed, modified, translated, adapted or altered, in part or in whole, in any way or (b) decompiled, disassembled or reverse engineered or unbundled from any product nor may Biller seek, in any manner, to discover, disclose or use any source code, proprietary algorithms, techniques or other Confidential Information contained therein. In addition, Biller may not produce, copy, alter, or modify any of the Products or Product packaging or labeling, or combine Products with any other product or services for sale without prior written consent of Invoice Cloud; such consent may be given or withheld in the sole discretion of Invoice Cloud. Biller shall not erase, remove, cover, deface, obscure, or alter any copyright, trademark, or patent notice, guarantee, or other statement or marking, affixed or applied by Invoice Cloud or the manufacturer on or to either the Products or any other technical or promotional material related to the Products.

b. Manufacturer Limited Warranty. Where Invoice Cloud provides kiosks to Biller (as opposed to Biller contracting directly with a third party for the provision of a kiosk), the manufacturer warrants that the Products provided pursuant to this Agreement will materially perform in accordance with the manufacturer’s published specifications. Warranty service is detailed in Section 6(d) below. Should the Product fail to conform to manufacturer’s specifications, repair parts and replacement P roducts will be furnished on an exchange basis and will be either reconditioned or new as spe cified below. This limited warranty does not include service to repair damage to the Product resulting from accident, disaster, unreasonable use, misuse, abuse, the negligence of Biller or any third party, or non-manufacturer modification of the Product. Invoice Cloud and the manufacturer reserve the right to examine the alleged defective Product to determine whether the warranty is applicable. THE PRODUCTS FROM INVOICE CLOUD ARE PROVIDED STRICTLY “AS IS” AND INVOICE CLOUD AND KIOSK.COM SPECIFICALLY DISCLAI M

ALL WARRANTIES AND CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT

LIMITED TO, WARRANTIES WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON - INFRINGEMENT, OR WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF PERFORMANCE OR DEALING.

c. Term and Effect of Termination . Minimum fee charges as provided in the Biller Order Form shall apply from the earlier of four weeks from date of delivery to Biller of each applicable kiosk or the date that the kiosk is operational. Notwithstanding anything to the contrary in the Biller Agreement, and notwithstanding anything to the contrary in any limitation of liability provision in the Biller Agreement, in the event that the Biller Agreement or other agreement between Invoice Cloud and the Biller permits Biller to terminate the Agreement or any order relating to kiosks for the Biller’s convenience, Biller shall pay on the effective date of such termination: (a) all amounts due for the use of and all transaction fees due for use of the kiosks as of the effective date of termination; (b) all amounts that would have been due to Invoice C loud through the end of the later of the term referenced in the Biller Agreement or the term of the kiosks referenced in the Biller Order Form, notwithstanding the termination, based on the minimum transaction fees on the Biller Order Form times the number of months remaining in the term in the Biller Order Form immediately prior to the effective date of termination, (c) all amounts due from Biller to the manufacturer for services or parts procured, and (d) any committed and non-cancellable amounts for equipment, Products or kiosks, purchased by Invoice Cloud as a result of Biller’s order of kiosks.

d. Warranty Service. Service may be obtained as follows under the Advanced Exchange and Field Service Warranty from A.17.a
Packet Pg. 375
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD) Biller Terms and Conditions v5.1.2 6
Kiosk.com:

Advanced Exchange and Field Service Warranty provides a factory parts stocking plan with overnight shipping designed to minimize business disruption. The bundled warranty covers replacement of any failed part or workmanship, as well as the Field Service Technician site visit expense to implement the replacement part swap.

Expectations surrounding the scope of the Kiosk.com Advanced Exchange & Field Service Warranty are as follows:

i. Advanced Exchange & Field Service Description

• Phone and Warranty Parts Shipment Support. In the event that there is a warranty or support issue with any Kiosk, please contact Invoice Cloud support. The Exchange Warranty outlined below applies. • If replacement part and/or Field Service Technician is required, Invoice Cloud (through the manufacturer) arranges for overnight shipment of replacement parts and schedules the Kiosk.com Field Technician Visit to arrive (typically within 24 hours of call receipt).
• Service will be provided pursuant to service level provided in the SLA addendum at www.invoicecloud.net/sla • No charge for replacement components to the extent warranted hereunder and subject to the terms and conditions herein.
• Kiosk.com covers inbound and outbound shipping costs for failed/replacement parts except as provided herein. The manufacturer provides the Biller with an RMA number and a pre-paid return shipping label with each replacement component. When the Biller receives the replacement, the failed part is then returned with the Kiosk.com pre-paid label.

ii. Exchange Warranty – Out of Scope Items

• The warranty and support commitments include the original kiosk enclosure and all components as shipped from the manufacturer’s factory but does not include consigned comp onents, any Biller or customer software application, network connectivity service, custom modifications, or changes made to the system, cleaning, installation, or repositioning of any system.

• Returned parts with No Defect Found (following the manufacturer failure analysis) will be billed back to the Biller.

No Defect Found fees include reversal of any component credit, any applicable shipping and handling fees, and an hourly RMA diagnostic fee of $125 / hour.

• The most common source of No Defect Found parts is component maintenance and cleaning neglect in the field. Biller is responsible for keeping each kiosk clean through occasional wiping down with damp cloth, dusting, etc. • Warranty does not include any customer application software, drivers, or special interface equipment and configuration unless specifically noted in the purchase contract.

• The warranty does not apply to expendable items (i.e., normal wear and tear of external graphics, etc.). Paint damage due to normal wear and tear is not covered under this warranty. Paint damage resulting from manufacturing defects will be covered by this warranty.

• Damage caused by cleaning, neglect, vandalism, physical abuse, or environmental acts of God are not covered under this warranty.

iii. Additional Exchange & Field Service Warranty Terms and Conditions

• Warranty service is guaranteed for 30 days for workmanship after the service is complete. • Replacement components are not guaranteed to be new components and may come from the manufacturer refurbished and tested stock (at the discretion of the manufacturer). • The three-year warranty on part defects is not extended if replacement parts are provided in a maintenance action. • This warranty is voided by misuse, accident, modification, and unsuitable physical or operating environment, improper maintenance by Biller, a Customer or any other third party, or customer’s other service organizations, removal or alteration of part identification, or failure caused by a product or component not supplied by Invoice Cloud or manufacturer, or for which Invoice Cloud or the manufacturer is not responsible, or any modifications or changes to components or to the kiosk without Invoice Cloud’s written approval.
• Requests for optional Hourly Field Service Technician service calls must be received by 1:00 pm MST, Monday through Friday (except national holidays), to be eligible for the next business day site arrival (24-hour) service metric. Technician request calls received after 1:00 pm MST will be scheduled on the following business day. Field service charge is $175 / hour. • Biller will provide onsite contacts for each location. Exceptions to fulfillment of onsite service can include holidays or events that prohibit access to the location.
• Keys must be on-site and available prior to the dispatch of a Field Technician. • Payment of out -of-scope service fees is due upon invoice. Invoice Cloud reserves the right to suspend service and support until delinquent account payments are settled in full. Invoice Cloud and the manufacturer shall use reasonable efforts to provide the kiosks in an uninterrupted, continuous fashion. Biller understands and agrees that services may be periodically off line or otherwise inoperable in order for Invoice Cloud or the manufacturer to perform maintenance, install or test software, or for other commercially reasonable business purposes and that during such time services may not be provided. Biller further understands and agrees that from time to time services may be off line or otherwise inoperable as a result of the failure of products, equipment or services provided to manufacturer by third parties (e.g. public or private telecommunications services or internet nodes or facilities, overall internet congestion, unavailability of internet services, such as DNS services), and that during such time Services may not A.17.a
Packet Pg. 376
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD) Biller Terms and Conditions v5.1.2 7
be provided. Furthermore, Biller understands and agrees that the provisions of services and other performances hereunder will be excused for any of the reasons set forth herein. In the event of unforeseen network or equipment failure, the manufacturer will use commercially reasonable efforts to restore the services in a reasonably prompt fashion. The manufacturer may from time to time, in its sole discretion, modify the manner in which it provides services and modify its software and systems, all of which may result in a change in the manner in which the manufacturer provides the software and systems; provided, however, that such modifications and/or changes will not degrade the level of, or have a material adverse impact upon, the features and functionality of the product or services.

e. Responsibilities of Biller.

1. Biller will be responsible for the following: (i) providing Invoice Cloud with a static IP address or a specific range of static IP addresses, and (ii) confidentiality of End User’s Data. Biller is solely responsible for ensuring the secure transmission of any data that Biller transmits to Invoice Cloud (“Biller Transmitted Information”), and Invoice Cloud and manufacturer will have no liability therefore. Biller is solely responsible for adopting, implementing, and maintaining appropriate and effective security measures, procedures, policies, and standards, and any other best practice available to protect the confidentiality of Biller Transmitted Information, (iii) protecting the confidentiality of any information stored on Biller’s servers, and (iv) using the Services in the manner instructed by Invoice Cloud and the manufacturer and otherwise in the manner intended.

2. Biller shall be solely responsible for ensuring that Biller’s employees and contractors are not security risks. Biller will be solely responsible for the selection, implementation, and maintenan ce of security procedures and policies that are sufficient to ensure that (a) Biller’s use of the Network Connection is secure and is used only for authorized purposes, and (b) Biller’s business records and data are protected against improper access, use, loss, alteration or destruction.

3. Biller shall provide Invoice Cloud or the manufacturer with physical access to the kiosks upon request after reasonable advance notice. Biller shall not, nor allow any third party to, modify, repair, relocate, sell, lease, assign, encumber, or otherwise tamper with any of the kiosks without Invoice Cloud’s or the manufacturer’s express written consent. Any change of the location of the kiosks may warrant that Biller pay Invoice Cloud any additional installation and related charges associated with such relocation, charged by Invoice Cloud’s third-party vendors. At the end of the term, Biller shall be responsible to de-install all kiosks, return all kiosks, freight prepaid by Biller, to Invoice Cloud at the place from which kiosks was shipped (or as otherwise designated by Invoice Cloud) in as good condition as exists at the commencement of the term, reasonable wear and tear, excepted. Biller shall use and ensure that the kiosks are at all times used in a workmanlike manner and in such manner as will not damage or injure the kiosks except by the ordinary wear and tear of such kiosks. In the event of damage to any kiosks, Biller shall promptly notify Invoice Cloud who shall replace or repair the kiosks at Biller’s expense.

f. Personal Property of Invoice Cloud. Kiosks and all parts and components thereof shall retain its character as personal property and all right, title and interest thereto shall not pass to Biller, but title and ownership shall remain exclusively with Invoice Cloud. Biller shall be and shall have the duties of a bailee of the kiosks. Biller shall not remove, conceal or otherwise interfere with the title or ownership plate of Invoice Cloud affixed to kiosks. If Biller sells, assigns or attempts to sell or assign kiosks or any interest therein, or if Biller defaults in any of the covenants, conditions or provisions of this Agreement, it is agreed that Invoice Cloud may immediately and without notice take possession of kiosks where found and remove and keep or dispose of the same and any unpaid fees including all fees as provided herein and in the Biller Order Form will be due and payable. If any step is taken by legal action or otherwise by Invoice Cloud to recover possession of kiosks or otherwise enforce this Agreement or to collect moneys due hereunder, Biller shall pay Invoice Cloud the equivalent of the moneys expended or charges incurred by Invoice Cloud in such behalf, including reasonable attorney's fees.

7. Interactive Voice Response Functionality and Outbound Communications (“IVR”)

a. License. For and in consideration for the payment of all fees and charges paid to Invoice Cloud, as provided in the Biller Order Form, Invoice Cloud hereby licenses to Biller, non-exclusive access to its proprietary IVR for Biller’s internal use only.

b. Indemnification. Biller agrees it will not use the IVR in any manner, shape or form that violates any local, state or federal law or regulation (including without limitation violations of Fair Debt Collection Practices Act, 15 U.S.C. § 1692 –1692p ) and will defend and hold Invoice Cloud and its licensor harmless from and against any and all claims and will indemnify Invoice Cloud and its licensor against any and all costs, fines, penalties, causes of action, allegations, suits, and claims, including reasonable attorney’s fees and expenses as a result of any act by Biller. Likewise, Invoice Cloud agrees it will not use the design or establish service in any manner, shape or form that results in an intellectual property rights infringement claim by any third party and will hold Biller harmless from any and all claims and will indemnify Biller from and against any and all costs and claims, including reasonable attorney's fees as a result of any third party intellectual property rights infringement claim against Invoice Cloud or its licensor.

c. Legal Compliance. Notwithstanding anything to the contrary in the Biller Agreement and these terms and conditions or other agreement between the parties, Biller shall be responsible for compliance with all applicable laws and regulations related to the call flows, content, prompts, and data flows and the Biller’s benefits and uses of the IVR, and the instructions and directions in the use of the IVR that it has provided. Although neither Invoice Cloud nor its licensor provides legal advice to Biller, Biller understands and acknowledges and shall comply with all laws, rules, and regulations regarding do not call lists, legal calling times, and dialing cellular numbers, and shall abide by all applicable laws, rules, and regulations while implementing or using IVR.

d. No Warranty. NEITHER INVOICE CLOUD NOR ITS LICENSOR MAKES ANY WARRANTY OR ANY REPRESENTATION,

EXPRESS OR IMPLIED WRITTEN OR ORAL, RELATING TO THE IVR UNDER THIS AGREEMENT OR OTHERWISE INCLUDING BUT

NOT LIMITED TO ANY IMPLIED WARRANTY THAT THE SERVICES ARE FIT FOR ANY PARTICULAR PURPOSES OR OF MERCHANTABILITY, AS THE IVR IS PROVIDED “AS IS”. B ILLER AGREES THAT NEITHER INVOICE CLOUD NOR LICENSOR

WARRANTS THE IVR OR ITS SERVICES WILL BE ERROR FREE OR OPERATED UNINTERRUPTED, AND THAT NEITHER INVOICE

CLOUD NOR LICENSOR WILL BE HELD RESPONSIBLE IN ANY MANNER, SHAPE OR FORM FOR ANY FAILURE OF THE IVR OR ITS SERVICES TO PERFORM ANY PARTICULAR FUNCTION. In the event of a breach of this warranty by Invoice Cloud or any licensor, Invoice Cloud will use reasonable efforts to attempt to resume provision of the IVR. Biller acknowledges IVR or its services is provided through telephone and electronic devices and shall not hold Invoice Cloud or any licensor responsible for any failure due to technical or electronic failures. Further, neither Invoice Cloud nor licensor is responsible for any poor result as a result of judgments and choices made by Biller in using any IVR service.

8. Incorporation by Reference into Agreement, Modification. These Biller Terms and Conditions are incorporated by reference into the Agreement and may be modified by Invoice Cloud as a result of changes in applicable law, regulatory requirements, PCI -DSS requirements, card A.17.a
Packet Pg. 377
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD) Biller Terms and Conditions v5.1.2 8
network rules, ACH requirements or card association or payment processor requirements.

9. California Consumer Privacy Act of 2018
All capitalized terms used in this Section 9, not otherwise defined, shall have the meaning established in the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General (“CCPA”).

Regardless of Biller’s status as a Business, Invoice Cloud is a “Service Provider” pursuant to CCPA. Invoice Cloud’s obligations as a Service Provider include:
a. Invoice Cloud will not Sell Personal Information.
b. Invoice Cloud will not retain, use, or disclose Personal Information for any purpose other than for the specific purpose of providing the Service, as set out in the Agreement, or as otherwise permitted by CCPA. c. Invoice Cloud will not retain, use, or disclose Personal Information for any commercial purpose other than providing the Service. d. Invoice Cloud shall provide reasonable assistance to Biller in facilitating compliance with Consumer rights requests. e. Upon direction by Biller, and with a commercially reasonable amount of time, Invoice Cloud shall delete the Personal Information. f. Invoice Cloud shall not be required to delete any of the Personal Information to comply with a Consumer’s request directed by the Biller if it is necessary to maintain such information in accordance with Cal. Civ. Code §1798.105(d). Invoice Cloud shall promptly inform Biller of the exceptions relied upon under §1798.105(d) and Invoice Cloud shall not use the Personal Information retained for any other purpose than provided for by the exception or as otherwise permitted by CCPA. g. Invoice Cloud certifies it understands the prohibitions in this Section 8 and will comply with them. h. If Invoice Cloud, in its sole discretion, uses a Service Provider to provide the Service, Invoice Cloud will enter into written agreements with such Service Providers requiring the Service Provider abide by terms substantially similar to this Section 9.

A.17.a
Packet Pg. 378
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD)

Biller Agreement

EXHIBIT "B" TO THE BILLER AGREEMENT

CERTIFICATE OF EXEMPTION

FROM WORKERS' COMPENSATION INSURANCE

I certify that, in the performance of the work to be performed by Invoice Cloud, Inc., for the City of Moreno Valley, I shall not employ any person in any manner so as to become subject to the workers’ compensation laws of California, and agree that if I sh ould become subject to the workers’ compensation provisions of the California Labor Code, I shall forthwith comply with those provisions.

___________________________________ Date: _______________, 2021

December 28th
A.17.a
Packet Pg. 379
Attachment: Invoice Cloud Biller Agreement - Moreno Valley (Clean Final 12-27-21) (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD) Biller Order Form

SALES INFORMATION
IC Sales Rep Tim Fugger Vertical Utility
Order Date 12/14/2021 [email protected] Billing Software Oracle - CC&B

BILLER INFORMATION
Ownership Type Government Phone 951.413.3000 Fax
Legal Name City of Moreno Valley Website URL http://www.moval.org/mvu/about-mvu.html Address 1 14177 Frederick Street Bus. Open Date 1984
Address 2 Federal Tax ID 33-0076484
City Moreno Valley *Federal Tax ID and Legal Name must match on all documents State CA ZIP 92552 Array

BILLER CONTACT
Primary Contact Name Mike Lee
Phone 951-413-3500
Email Address [email protected]

SIGNING AUTHORITY
Name Mike Lee Title City Manager
Phone 951-413-3500 Fax Email Address [email protected]

BILLER BANK ACCOUNT (FOR INVOICE CLOUD AND NETWORK FEES, AND AS PROVIDED IN THE BILLER AGREEMENT) Note: Must include voided business check or bank letter for each unique account Billing Method Monthly Invoice
Routing # 121000248 Last 4 Acct # 7830

PAYMENT METHODS ACCEPTED
Payment Methods [American Express] [VISA/Mastercard/Discover] [PayPal] [ACH/EFT]

BILLER PRICING (see Invoice Type Parameter Sheet(s) for invoice-type-specific pricing)* Description Interval Cost Type Cost
Biller Portal Access Fee Monthly Fixed ($) $995.00

Invoicing - Invoice Presentment For Paperless
Customers Per Transaction Fixed ($) $0.35

Credit Card - Chargeback Fee Non-Submitter Per Transaction Fixed ($) $10.00

EFT - ACH Reject Fee Non-Submitter Per Transaction Fixed ($) $10.00

Invoicing - Outbound Campaigns - Monthly
(Email/Text/Call) Monthly Fixed ($) $250.00

Invoicing - Outbound Campaigns - Text Per Transaction Fixed ($) $0.10

Invoicing - Outbound Campaigns - Call Per Transaction Fixed ($) $0.10

Invoicing - Outbound Campaigns - Email Per Transaction Fixed ($) $0.10

PayPal Brands - Chargeback Fee (PayPal Brands) Per Transaction Fixed ($) $10.00 A.17.b
Packet Pg. 380
Attachment: Moreno Valley CA BOF 12-28-2021 (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD)

HARDWARE
Card Reader Type Quantity Cost per Reader
Card Reader Billing Interval
Shipping Address
(if different than location
address)

DATA RETENTION
Months to Keep 24 *Additional Fees apply if greater than 24 months

IMPLEMENTATION CHARGES
Description Interval Cost
Implementation (per SOW) One-Time $0.00 (WAIVED)

NOTES/SPECIAL HANDLING
The $250 monthly fee for Outbound Campaigns is a monthly minimum that includes 2,500 outbound messages. Moreno Valley will on ly be charged the $.10 / transaction for email/text/phone Outbound Campaign services after they have used their first 2,500 messages.

[signature page follows]

A.17.b
Packet Pg. 381
Attachment: Moreno Valley CA BOF 12-28-2021 (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD)

CERTIFICATION AND AGREEMENT

A. By signing below, the Biller hereby ratifies its authorization for Invoice Cloud, Inc. ("Invoice Cloud") to execute debit/credit entries to the Biller Bank Account(s) indicated above at the depository financial institution(s) named above and to debit/credit the same such account(s). The Biller acknowledges that the origination of ACH transactions to its account(s) must comply with the provisions of U.S. law. This authority is to remain in full force and effect until (i) Invoice Cloud has received written notification (by electronic or U.S. mail) from the Biller of its revocation in such time and manner as to allow Invoice Cloud a reasonable opportunity to act on it, but not less than 10 business days notice; and (ii) all obligations of the Biller to Invoice Cloud that have arisen under this Agreement and all other agreements have been paid in full. The Biller must also notify Invoice Cloud, in writing, (by electronic or U.S. mail) when a change in Biller Bank Account account number(s) or bank has occurred at which time this authorization shall apply to such new/changed Biller Bank Account. This notification must be received no less than 10 business days in advance of any change. A fee will be charged for any returned or rejected ACH debits.

B. By signing below, the Biller named: (1) has read, agreed to, ratifies the Biller Agreement, Biller T+Cs (referenced in the Biller Agreement) and other Order Forms previously executed by the Biller, and (2) certifies to Invoice Cloud that he/she is authorized to sign this Order Form; (3) certifies that all information and documents submitted in connection with this Order Form are true and complete; (4) authorizes Invoice Cloud or its agent to verify any of the information given, including credit references, and to obtain credit reports ; (5) agrees to pay the Monthly Access Fee through the last day of the month following the effective date of termination as provided in the Billing Agreement; (6) agrees that Biller and each transaction submitted will continue to be bound by the Order Form and the Biller Agreement in its entirety and any new agreement forms executed herewith; (7) agrees that Biller will submit transactions only in accordance with the information in this Biller Order Form and Biller Agreement and will immediately inform Invoice Cloud, by email ([email protected]) if any information in this Order Form changes, and (8) In the event of non-payment of any sums due, Invoice Cloud reserves the right to withdraw such sums from the Biller Bank Account at any time to ensure payment of the same.

C. Pay by Text: Standard data rates and text messaging rates may apply based on the payer's plan with their mobile phone carrier. Payer can opt out of text messaging at any time with Invoice Cloud. Partial payment or overpayment is not supported. Biller may not use the service for activities that violate any law, statute, ordinance or regulation.

D. This Biller Order Form will become effective only when signed by Invoice Cloud.

In WITNESS WHEREOF, the parties have executed this Agreement as of this day

Accepted by Biller: Accepted by Invoice Cloud, Inc.:

X X

Corporate Officer/Authorized Official Corporate Officer

Mike Lee

Robert S. Autor

Printed Name Printed Name

City Manager

Chief Operating Officer

Title Title

A.17.b
Packet Pg. 382
Attachment: Moreno Valley CA BOF 12-28-2021 (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD) Biller Order Form

BILLER ORDER FORM

INVOICE TYPE PARAMETER SHEET
Invoice Type Parameters must be completed for each invoice type

Invoice Type Utility Pricing Model Non-Submitter

CURRENT BILLING DETAILS
Please indicate how many bills are sent monthly by placing the bill count for each month below:

JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500 7500

Avg CC
Transaction $ 172.00 Max Invoice $ 125000.00 Bill Frequency Monthly Avg. Bills Per Month 7500

PRODUCTS AND SERVICES
Products and Services [EBPP] [IVR] [Outbound Campaigns]

TRANSACTIONAL PRICING (Paid by Biller)
Payment Source Description Payment Method Fee Rate % Fee Amount $
Additional
Fee $
Biller Pays
Network Fees
All Payment Sources Credit/Debit/PayPal .95% $0.20 Yes

All Payment Sources ACH/EFT $0.95 No

IVR All Payment Methods $0.95 No

TRANSACTIONAL PRICING EXCEPTIONS

SERVICE FEES (Paid by Payer)
Payment Source Description Payment Method Fee Amount Calculation Type
Max
Payment $
Min. Fee (S) per
Transaction
All Payment Sources Credit/Debit $2500.00

All Payment Sources ACH/EFT $125000.00

SERVICE FEE EXCEPTIONS

BILLER BANK ACCOUNT (FOR DEPOSITS AND CHARGEBACKS)
Note: must include voided business check or bank letter for each unique account Routing # 121000248 Last 4 Acct # 7830 Tim [email protected]

NOTES / SPECIAL HANDLING

A.17.b
Packet Pg. 383
Attachment: Moreno Valley CA BOF 12-28-2021 (5602 : APPROVAL OF AGREEMENT WITH INVOICE CLOUD)

Report to City Council

ID#5637 Page 1
TO:

FROM: Michael Lloyd, Public Works Director/City Engineer

AGENDA DATE: January 4, 2022

TITLE: AUTHORIZATION TO AWA RD A PROFESSIONAL

CONSULTANT SERVICES AGREEMENTS TO
TRANSTECH ENGINEERS, INC. AND HR GREEN
PACIFIC, INC. FOR TR ANSPORTATION PLANNIN G

SERVICES

RECOMMENDED ACTION
Recommendations:

1. Approve the Agreements for Transportation Planning Services with Transtech Engineers, Inc. and HR Green Pacific, Inc., funded by the fee collected from the development plan review ( Fund 1010); and

2. Authorize t he City Manager to execute the A greements with Transtech Engineers, Inc. and HR Green Pacific, Inc., which include executing subsequent Amendments or Extensions to the Agreements, and the authority to authorize associated purchase orders in accordance with the terms of the Agreements, subject to the approval of the City Attorney; and

3. Authorize Purchase Order with Transtech Engineers, Inc. for a not -to-exceed amount of $150,000 using existing funds already approved in the Public Works Operating Budget; and

4. Authorize Purchase Order with HR Green Pacific, Inc. for a not -to-exceed amount of $100,000 using existing funds already approved in the Public Works Operating Budget.

SUMMARY

This report recommends approval of the agreement s with Transtech Engineers, Inc.

A.18
Packet Pg. 384

Page 2 ends

and HR Green Pacific, Inc. for staff support services related to the review of development applications on behalf of the Transportation Engineering Division, under the supervision of that Division’s manager. The agreement s will allow services to continue through February 2023.

DISCUSSION

The City has contracted for professional services to meet its development review obligations in multiple divisions, as doing so allows effort to be tailored to workload.

Due to staff turnover, the Transportation Engineering Division (TED) has no staff dedicated full -time to development review. The development review obligation for TED remains high along with the other engineering -oriented assignments for the Division. As such, and in order to not delay development projects, consultant assistance is necessary.

In December 2021, the Transportation Engineering Division solicited firms to submit proposals for Transportation Planning services , including development review.

Transtech Engineers, Inc. and HR Green Pacifi c, Inc. have been selected on the basis of their qualifications to perform the required work.

The recommended actions will allow Transtech Engineers, Inc. and HR Green Pacific, Inc. to review development applications through February 2023.

ALTERNATIVES

1. Approve the recommended actions as presented in this staff report. Staff recommends this alternative in order to fulfill the City’s obligations to developers and deliver high-quality development projects.

2. Do not approve the recommended actions as presente d in this staff report.

Staff does not recommend this alternative, as it would result in extended development application review times and potentially impact review quality.

FISCAL IMPACT

The proposed agreements include $250,000 in compensation for review services, which are recovered through fees collected on development applications. Funds are budgeted under Professional Services, Other – account number 1010 -70-29-20410- 620299 and there is no net impact to the General Fund.

NOTIFICATION

Publication of agenda

A.18
Packet Pg. 385

Page 3 ends

PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Wei Sun, P.E., PTOE Michael Lloyd, P.E.

City Traffic Engineer Public Works Director/City Engineer

CITY COUNCIL GOALS
None

CITY COUNCIL STRATEGIC PRIORITIES

1. Economic Development

2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs

ATTACHMENTS
To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

1. Agreement for Professional Consultant Services

APPROVALS

Budget Officer Approval  Approved . 12/28/21 5:37 PM City Attorney Approval  Approved .

City Manager Approval  Approved . 12/28/21 5:58 PM A.18
Packet Pg. 386

1 AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES

FOR TRANSPORTATION PLANNING SERVICES

This _____________ Agreement (hereinafter, this “Agreement”) is made and entered into this _____ day of _____________ 202_ (“Effective Date”), by and between the City of Moreno Valley, a municipal corporation in the County of Riverside, Stat e of California, hereinafter referred to as the “City,” and _____________, a (Califor nia corporation, partnership, sole ownership), hereinafter referred to as “Consultant.”

RECITALS
WHEREAS, the City has determined it is in the public interest to proceed with the professional work hereinafter described as "Project"; and WHEREAS, the City has determined the Project involves the performance of professional and technical services of a temporary nature as more specifically described in Exhibit "A" (City's Request for Qualifications) and Exhibit "B" (Consultant's Proposal) hereto; and WHEREAS, the City does not have available employees to perform the services for the Project; and
WHEREAS, the City has request ed the Consultant to perform such services for the Project; and
WHEREAS, the Consultant is professionally qualified in California to perform the professional and technical services required for the Project, and hereby represents that it desires to and is professionally and le gally capable of performing the services called for by this Agreement;
THEREFORE, the City and the Consultant, for the consideration hereinafter described, mutually agree as follows:

A.18.a
Packet Pg. 387
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES

FOR TRANSPORTATION PLANNING SERVICES

2 DESCRIPTION OF PROJECT

1. The Project is described as to provide Tr ansportation Planning Services.

SCOPE OF SERVICES

2. The Consultant's scope of service is described on Exhibit "B" attached hereto and incorporated herein by this reference. In the event of a conflict, the City's Request for Qualifications shall take precedence over the Consultant's Proposal.

3. The City's responsibility is described on Exhibit "C" attached hereto and incorporated herein by this reference.

PAYMENT TERMS

4. The City agrees to pay t he Consultant and the Consultant agrees to receive a "Not- to-Exceed" fee of $ in accordance with the payment terms provided on Exhibit "D" attached hereto and incorporated herein by this reference.

TIME FOR PERFORMANCE

5. The Consultant shall commence servic es upon receipt of written direction to proceed from the City.

6. The Consultant shall perform the work described on Exhibit "A" in accordance with the design/construction schedule as stated in the Notice to Proceed.

7. This Agreement shall be e ffective from effective date and shall continue in full force and effect date through __________, subject to any earlier termination in accordance with this Agreement. The City may extend the services for up to four additional one year contract time extensions upon written agreement signed by both parties. The services of Consultant shall be completed in a sequence assuring expeditious co mpletion, but in any event, all such services shall be completed prior to expiration of this Agreement.

8. (a) The Consultant agrees that the personnel, includ ing the principal Project A.18.a
Packet Pg. 388
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES

FOR TRANSPORTATION PLANNING SERVICES

3 manager, and all subconsultants assi gned to the Project by the C onsultant, shall be subject to the prior approval of the City.
(b) No change in subconsultants or key personnel shall be made by the Consultant without written prior approval of the City.

SPECIAL PROVISIONS

9. It is understood and agreed that the Consultant is, and at all times shall be, an independent contractor and not hing contained herein shall be construed as making the Consultant or any individual whose compensati on for services is paid by the Consultant, an agent or employee of the City, or authorizing the Consultant to create or assume any obligation or liability for or on behalf of the City.

10. The Consultant may also retain or subc ontract for the services of other necessary consultants with the prior written approval of the City. Payment fo r such services shall be the responsibility of the Consultant. Any and all s ubconsultants employed by the Consultant shall be subject to the terms and conditions of this Agreement, except that the City shall have no obligation to pay any subconsultant for services rendered on the Project.

11. The Consultant and the City agree to use reasonable care and diligence to perform their respective services under this Agreement.

12. The Consultant shall comply with applicab le federal, state, and local laws in the performance of work under this Agreement.

13. To the extent required by controlling federal, state and local law, Consultant shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled ve teran or veteran of t he Vietnam era. Subj ect to the foregoing A.18.a
Packet Pg. 389
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES

FOR TRANSPORTATION PLANNING SERVICES

4 and during the performance of this Agreement, Consultant agrees as follows:
(a) Consultant will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrim ination under any program or activity made possible by or resulting from this Agreement. (b) Consultant will not discriminat e against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Consultant shall ensure that applicants are employed, and the employees are treated during employment, wit hout regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to Consultant’s employment practices including, but not be limited to, the following: employment, upgr ading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause.
(c) Consultant will, in all solicitations or adverti sements for employees placed by or on behalf of Consultant in pursuit her eof, state that all qualif ied applicants will receive consideration for employment wit hout regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual A.18.a
Packet Pg. 390
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES

FOR TRANSPORTATION PLANNING SERVICES

5 orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. (d) If Consultant should subcontract a ll or any portion of the services to be performed under this Agreement, Consultant shall cause each subcontractor to also comply with the requirements of this Section 13
.

14. To the furthest extent allowed by la w (including California Civil Code section 2782.8 if applicable), Consultant shall indemnify, hold harmless and defend the City, the Moreno Valley Community Services District (“CSD”), the Moreno Valley Housing Authority (“Housing Authority”) and each of their officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, its principals, officers, employees, agents or volunteers in the performance of this Agreement.

If Consultant should subcontract all or any portion of the services to be performed under this Agreement, Consultant shall require each subcontractor to indemnify, hold harmless and defend City, CSD, Housing Authority and each of their officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph.

This section shall survive terminati on or expiration of this Agreement.

15. Insurance.
(a) Throughout the life of this Agreemen t, Consultant shall pay for and maintain in full force and effect all insurance as required in Exhibit E or as may be authorized in writing by the City Manager or his/her designee at any time and in his/her sole discretion. (b) If at any time during the life of th e Agreement or any extension, Consultant A.18.a
Packet Pg. 391
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES

FOR TRANSPORTATION PLANNING SERVICES

6 or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement sha ll be discontinued immediately, and all payments due or that become due to Consultant shall be wit hheld until notice is received by City that the required insurance has been restor ed to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve Consult ant of its responsibilities under this Agreement.

The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has comm enced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtai ned by Consultant sh all not be deemed to release or diminish the liability of Consultant, including, without limitatio n, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Consultant, its principals, officers, agents, employees, persons under the supervision of Consultant, vendors, suppliers, invitees, cons ultants, sub-consultant s, subcontractors, or anyone employed directly or indirectly by any of them.
(d) Upon request of City, Consultant shall immediately furnish City with a complete copy of any insurance policy r equired under this Agreement, including all endorsements, with said copy cert ified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. (e) If Consultant should subcontract all or any portion of the services to be A.18.a
Packet Pg. 392
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES

FOR TRANSPORTATION PLANNING SERVICES

7 performed under this Agreement, Consultant shal l require each subcontractor to provide insurance protection in favor of City and each of its officers, officials, employees, agents and volunteers in accordance with the terms of this section, except that any required certificates and applicable endorsements shall be on file with Consultant and City prior to the commencement of any services by the subcontractor.

16. The waiver by either par ty of a breach by the other of any provision of this Agreement shall not constitute a continuing wa iver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and si gned by all parties to this Ag reement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein.

17. Consultant and subconsultants shall pay prevailing wage rates when required by the Labor Laws of the State of California.

18. (a) The Consultant shall deliver to t he Public Works Directo r/City Engineer of the City or his designated representative, fully completed and detailed project-related documents which shall become the property of the City. The Consultant may re tain, for its files, copies of any and all material, including drawings, doc uments, and specificati ons, produced by the Consultant in performance of this Agreement.
(b) The Consultant shall be entitled to copies of all furnished materials for his files and his subconsultants, if any.
(c) The City agrees to hold the Consult ant free and harmless from any claim arising from any unauthorized use of computations, maps, and ot her documents prepared or provided by the Consultant under this Agreement, if used by the City on other work without the permission of the Consultant. Consultant acknowledges that Consultant work product produced under this agreement may be public record under State law.

A.18.a
Packet Pg. 393
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES

FOR TRANSPORTATION PLANNING SERVICES

8 19. (a) This Agreement shall terminate wit hout any liability of City to Consultant upon the earlier of: (i) Consultant’s filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third par ty against Consultant; (ii) 10 calendar days prior written notice with or without cause by City to Consultant; (iii) City’s non- appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the Proj ect; or (iv) expiration of this Agreement. The written notice shall specify the date of termination. Upon receipt of such notice, the Consultant may continue services on the project through the date of termination, provided that no service(s) shall be commenced or continued after receipt of the notice, which is not intended to protect the interest of the City. The City shall pay the Cons ultant within thirty (30) days after the date of termination for all non-objected to services performed by the Consultant in accordance herewith through the date of termination. Consultant shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided. (b) In the event of termination due to failure of Consultant to satisfactorily perform in accordance with the terms of this Agreement, City may withhold an amount that would otherwise be payable as an offset to, but not in excess o f, City’s damages caused by such failure. In no event shall any payment by City pursuant to this Agreement constitute a waiver by City of any breach of this Agreement which may then exist on the part of Consultant, nor shall such payment impair or prejudice any remedy available to City with respect to the breach .
(c) Upon any breach of this Agreement by Consultant, City may (i) exercise any right, remedy (in contract, law or equity), or privil ege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agr eement; and/or (iii) recover all direct, indirect, consequential, economic and incidental damages for the breach of the Agreement. If it is determined that City A.18.a
Packet Pg. 394
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES

FOR TRANSPORTATION PLANNING SERVICES

9 improperly terminated this Agreement for def ault, such termination shall be deemed a termination for convenience
.
(d) Consultant shall be liable for defaul t unless nonperformance is caused by an occurrence beyond the reasonable control of Consultant and without its fault or negligence such as, acts of God or the public enemy, acts of City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unus ually severe weather, and delays of common carriers. Consultant shall noti fy City in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Administrator of the cessation of such occurrence.

20. This Agreement is binding upon the Cit y and the Consultant and their successors and assigns. Except as otherwise provided herein, neither the City nor the Consultant shall assign, sublet, or transfer its interest in this Agreement or any part t hereof without the prior written consent of the other.

21. A City representative shall be desi gnated by the City and a Consultant representative shall be designated by the C onsultant. The City representative and the Consultant representative shall be the prim ary contact person for each party regarding performance of this Agreement. The City representative shall cooperate with the Consultant, and the Consultant's representativ e shall cooperate with the City in all matters regarding this Agreement and in such a manner as will result in the performance of the services in a timely and expeditious fashion.

22. This Agreement repres ents the entire and integrated Agreement between the City and the Consultant, and supersedes all prior negotiations, representations or Agreements, either written or oral. This Agr eement may be modified or amended onl y by a subsequent written A.18.a
Packet Pg. 395
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES

FOR TRANSPORTATION PLANNING SERVICES

10 Agreement signed by both parties.

23. Where the payment terms provide for com pensation on a time and materials basis, the Consultant shall maintain adequate records to permit inspection and audit of the Consultant's time and materials charges under this Agreement. The Consultant shall make such records available to the City at the C onsultant's office during normal business hours upon reasonable notice. Nothing herein shall convert such reco rds into public records. Except as may be otherwise required by law, such records will be available only to the City. Such records shall be maintained by the Consultant for three (3) years following completion of the services under this Agreement.

24. The City and the Consultant agree, that to the extent permitted by law, until final approval by the City, all data sh all be treated as confidential and will not be released to third parties without the prior written consent of both parties.

25. (a) Consultant shall comply, and requir e its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Sect ion 87100 et. seq.) and the regulat ions of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of City, Consultant shall provide a written opinion of its legal counsel and that of any s ubcontractor that, after a due diligent inquiry, Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, Consultant shall immediately notify City of these facts A.18.a
Packet Pg. 396
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES

FOR TRANSPORTATION PLANNING SERVICES

11 in writing.
(b) In performing the work or servic es to be provided hereunder, Consultant shall not employ or retain the services of any person while such person either is employed by City or is a member of any Cit y council, commission, board, commi ttee, or similar City body.

This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved.
(c) Consultant represents and warrants t hat it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder.
(d) Neither Consultant, nor any of C onsultant’s subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project unless fully disclosed to and approved by the City Manager, in advance an d in writing. Consultant and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this prov ision, Consultant shall remain responsible for complying with Section 25(a), above.
(e) If Consultant should subcontract a ll or any portion of the work to be performed or services to be provided under th is Agreement, Consult ant shall include the provisions of this Section 25 in each subcontra ct and require its subcontractors to comply therewith.
(f) This Section 25 shall survive expira tion or termination of this Agreement.

26. All Plans, drawings, Specifications, reports, logs, and other documents prepared A.18.a
Packet Pg. 397
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES

FOR TRANSPORTATION PLANNING SERVICES

12 by the Consultant in its performance under this Agreement shall, upon completion of the project, be delivered to and be the property of the City, provided that the Consultant shall be entitled, at its own expense, to make copies thereof for its own use.

27. The laws of the St ate of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement, and shall also govern the interpretation of this Agreement. Venue shall be vested in the Superior Court of the State of California, County of Riverside.

28. Supplementary General Provisions. (For projects that are funded by Federal programs). The following provisions, pursuant to 44 Code of Federal Regulations, Part 13, Subpart C, Section 13.36, as it may be amended from time to time, are included in the Agreement and are required to be included in all subcontracts entered into by CONTRACTOR for work pursuant to the Agreement, unless otherwise expressly provided herein. These provisions supersede any conflicting provisions in the General Conditions and shall take precedence over the General Conditions for purposes of interpretation of the General Conditions. These provisions do not otherwise modify or replace General Conditions not in direct conflict with these provisions. Definitions used in these provisions are as contained in the General Conditions.
a) CONTRACTOR shall be subject to the administrative, contractual, and legal remedies provided in the General Conditions in the event CONTRACTOR violates or breaches terms of the Agreement.
b) CITY may terminate the Agreement for cause or for convenience, and CONTRACTOR may terminate the Agreement, as provided the General Conditions.

A.18.a
Packet Pg. 398
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES

FOR TRANSPORTATION PLANNING SERVICES

13 c) CONTRACTOR shall comply with Executive Order 11246 of September 24, 1965, entitled Equal Employment Opportunity, as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60). (All construction contracts awarded in excess of $10,000 by CITY and/or subcontracts in excess of $10,000 entered into by CONTRACTOR.)
d) CONTRACTOR shall comply with the Copeland Anti-Kickback Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All contracts and subcontracts for construction or repair.) e) CONTRACTOR shall comply with the Davis-Bacon Act (40 U.S.C. 276a to 276a7) as supplemented by Department of Labor regulations (29 CFR Part 5). f) CONTRACTOR shall comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327330) as supplemented by Department of Labor regulations (29 CFR Part 5).
g) CONTRACTOR shall observe CITY requirements and regulations pertaining to reporting included in the General Conditions.
h) Patent rights with respect to any discovery or invention which arises or is developed in the course of or under the Agreement shall be retained by the CITY.
i) Copyrights and rights in data developed in the course of or under the Agreement shall be the property of the CITY. FEMA/CalOES reserve a royalty-free, nonexclusive, irrevocable license to reproduce, publish or otherwise use or authorize to others to use for federal purposes a copyright in any work developed under the Agreement and/or subcontracts for work pursuant to the Agreement. j) CONTRACTOR shall provide access by the City, the Federal grantor agency, the Comptroller General of the United States, or any of their duly authorized A.18.a
Packet Pg. 399
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES

FOR TRANSPORTATION PLANNING SERVICES

14 representatives to any books, documents, papers, and records of the contractor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions.
k) CONTRACTOR shall retain all required records for three years after CITY makes final payments and all other pending matters relating to the Agreement are closed.
l) CONTRACTOR shall comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (This provision applies to contracts exceeding $100,000 and to subcontracts entered into pursuant to such contracts.)
m) CONTRACTOR shall comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94163, 89 Stat. 871).

SIGNATURE PAGE FOLLOWS
A.18.a
Packet Pg. 400
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

INTERNAL USE ONLY

APPROVED AS TO LEGAL FORM:

City Attorney

Date

RECOMMENDED FOR APPROVAL:

Public Works Director/City Engineer

Date

IN WITNESS HEREOF, the parties have each caused their authorized representative to execute this Agreement.

City of Moreno Valley Consultant Name

B Y : B Y :

City Manager
N a m e :

TITLE:

Date (President or Vice President)

D a t e

B Y :

N a m e :

T I T L E :
(Corporate Secretary)

D a t e

Enclosures: Exhibit “A” – City Scope of Services
Exhibit “B” – Consultant Proposal
Exhibit “C” – City Services
Exhibit “D” – Terms of Payment
Exhibit “E” – Insurance Requirements
A.18.a
Packet Pg. 401
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

EXHIBIT A

CITY SCOPE OF SERVICES

A.18.a
Packet Pg. 402
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

EXHIBIT B

CONSULTANT PROPOSAL

A.18.a
Packet Pg. 403
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

EXHIBIT C

CITY - SERVICES TO BE PROVIDED

TO CONSULTANT

1. Furnish the Consultant all in-house dat a which is pertinent to services to be performed by the Consultant and which is within the custody or control of the City, including, but not limited to, copies of record and off-record maps and other record and off-record property data, right-of-wa y maps and other right-of-way data, pending or proposed subject property land division and development application data, all newly developed and pertinent design and project specification data, and such other pertinent data which may become available to the City.

2. Provide timely review, processing, and reasonably expeditious approval of all submittals by the Consultant.

3. Provide timely City staff liaison wit h the Consultant w hen requested and when reasonably needed.

A.18.a
Packet Pg. 404
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

EXHIBIT D

TERMS OF PAYMENT

1. The Consultant's comp ensation shall not exceed $ .

2. The Consultant will obtain, and keep current during the term of this Agreement, the required City of Moreno Valley business license. Proof of a current City of Moreno Valley business license will be required pr ior to any payments by the City. Any invoice not paid because the proof of a current City of Moreno Valley business license has not been provided will not incur any fees, late charges, or other penalties. Complete instructions for obtaining a City of Mo reno Valley business license are located at: http://www.moval.org/do_biz/biz-license.shtml

3. The Consultant will electr onically submit an invoice to the City once a month for progress payments along with documentation evidencing services completed to date. The progress payment is based on actual time and materials expended in furnishing authorized professional services during the preceding calendar month.

At no time will the City pay for more services than have been satisfactorily completed and the City Engineer’s dete rmination of the amount due for any progress payment shall be final. Copies of invoices may be submitted to the Capital Projects Division at [email protected] or call directed to (951) 413-3130.

4. The Consultant agrees that City payments will be received via Automated Clearing House (ACH) Direct Deposit and that the required ACH Authorization form will be completed prior to any payments by the City. Any invoice not paid because the completed ACH Authorization Form has not been provided will not incur any fees, late charges, or other penalties. The ACH Authorization Form is located at:
http://www.moval.org/city_hall/forms.shtml#bf
A.18.a
Packet Pg. 405
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

5. The minimum information required on all invoices is:

A. Vendor Name, Mailing Address, and Phone Number
B. Invoice Date
C. Vendor Invoice Number
D. City-provided Reference Num ber (e.g. Project, Activity) E. Detailed work hours by class title (e .g. Manager, Technician, or Specialist), services performed and rates, explic it portion of a contract amount, or detailed billing information that is suffi cient to justify t he invoice amount; single, lump amounts without detail are not acceptable.

6. The City shall pay the Cons ultant for all invoiced, authorized professional services within thirty (30) days of receipt of the invoice for same.

A.18.a
Packet Pg. 406
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

EXHIBIT E

INSURANCE REQUIREMENTS

Minimum Scope of Insurance

Coverage shall be at least as broad as:

1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, which shall include insurance for “bodily injury,” “property damage” and “pers onal and advertising injury” with coverage for premises and operations, products and co mpleted operations, and contractual liability.

2. The most current version of Insur ance Service Office (ISO) Business Auto Coverage Form CA 00 01, which shall incl ude coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto).

3. Workers’ Compensation insurance as r equired by the California Labor Code and Employer’s Liability Insurance.

4. Professional Liability (E rrors and Omissions) insurance appropriate to Consultant’s profession.

Minimum Limits of Insurance

Consultant shall maintain limits of liability of not less than:

1. General Liability:

$1,000,000 per occurrence for bodily injury and property damage $1,000,000 per occurrence for personal and advertising injury $2,000,000 aggregate for products and completed operations $2,000,000 general aggregate

2. Automobile Liability:

$1,000,000 per accident for bodily injury and property damage

3. Employer’s Liability:

$1,000,000 each accident for bodily injury
$1,000,000 disease each employee
$1,000,000 disease policy limit
A.18.a
Packet Pg. 407
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

4. Professional Liabilit y (Errors and Omissions):

$1,000,000 per claim/occurrence
$2,000,000 policy aggregate

Umbrella or Excess Insurance

In the event Consultant purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies).

Deductibles and Self-Insured Retentions

Consultant shall be responsible for payment of any deductibles contained in any insurance policy(ies) required hereunder and Consultant shall also be responsible for payment of any self- insured retentions. Any deductibles or self-insured retentions must be declared to, and approved by, the City Manager or his/her designee. At the option of the City Manager or his/her designee, either (i) the insurer shall reduc e or eliminate such deductibles or self-insured retentions as respects City, CSD, Housing Authority and each of their officers, officials, employees, agents and volunteers; or (ii) Consulta nt shall provide a financial guar antee, satisfactory to the City Manager or his/her designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall City be re sponsible for the payment of any deductibles or self-insured retentions.

Other Insurance Provisions

The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:

1. City, CSD, Housing Aut hority and each of their officers, officials, employees, agents and volunteers are to be covered as additional insureds.

2. The coverage shall contain no specia l limitations on the scope of protection afforded to City, CSD, Hous ing Authority and each of t heir officers, officials, employees, agents and volunteers.

3. Consultant’s insurance coverage sha ll be primary and no cont ribution shall be required of City.

The Workers’ Compensation insurance policy is to contain, or be endor sed to contain, the following provision: Consultant and its insurer shall waive any right of subrogation against City, CSD, Housing Authority and each of their officers, officials, employees, agents and volunteers.

A.18.a
Packet Pg. 408
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

If the Professional Liability (Errors and Omissions) insurance policy is written on a claims-made form:

1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by Consultant.

2. Insurance must be mainta ined and evidence of insurance must be provided for at least 3 years after any expi ration or termination of the Agreement or, in the alternative, the policy shall be endorsed to provide not less than a 3-year discovery period.

3. If coverage is canceled or non -renewed, and not replaced with another claims-made policy form with a retroactive dat e prior to the effective date of the Agreement or the commencement of work by Consultant, Consultant must purchase extended reporting coverage for a minimum of 3 years following the expiration or termination of the Agreement.

4. A copy of the claims reporting requirem ents must be submitted to City for review.

5. These requirements shall survive expira tion or termination of the Agreement.

All policies of insurance required hereunder shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in cover age or in limits except after 30 calendar day written notice by certified mail, return receipt requested, has been given to City. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, Consultant shall furnish City with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for City, Consultant shall provide a new certif icate, and applicable endor sements, evidencing renewal of such policy not less than 15 calendar days prior to the expiration date of the expiring policy.

Acceptability of Insurers
All policies of insurance required hereunder s hall be placed with an insurance company(ies) admitted by the California Insurance Commissioner to do business in the State of California and rated not less than “A-VII” in Best’s Insurance Rating Guide; or authorized by the City Manager or his/her designee.

A.18.a
Packet Pg. 409
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

Verification of Coverage
Consultant shall furnish City with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the City Manager or his/her designee prior to City’s execution of the Agreement and before work commences.

A.18.a
Packet Pg. 410
Attachment: Agreement for Professional Consultant Services (5637 : AUTHORIZATION TO AWARD A PROFESSIONAL CONSULTANT

Report to City Council

ID#5642 Page 1
TO: Mayor and City Council

FROM: Michael Lloyd, Public Works Director/City Engineer

AGENDA DATE: January 4, 2022

TITLE: AUTHORIZATION TO AWA RD A CONSTRUCTION

CONTRACT TO CHRISP C OMPANY FOR THE SIGNI NG

AND STRIPING IMPROVE MENTS ON IRONWOOD
AVENUE AND O N KITCHING STREET, P ROJECT NOS.
808 0019 AND 808 0020

RECOMMENDED ACTION
Recommendations:

1. Award a construction contract to Chrisp Company to provide signing and striping as well as traffic co ntrol services, and authorize the City Manager to execute the Agreement with Chrisp Company in the amount of $103,34 4.75 ($89,865.00 bid amount plus a 15% contingency) funded by HSIP grant (Fund 2301); and

2. Authorize the issuance of a Purchase Order to Chrisp Company, the amount of $103,344.75 ($89,865. 00 bid amount pl us a 15% contingency) when the Agreement has been signed by all parties for the signing and striping improvements on Ironwood Ave. and Kitching St.; and

3. Authorize the Public Works Director/City Engineer to execute any subsequent change orders to the contract, but not exceeding the total contingency of $13,479.75, subject to the approval of the City Attorney.

SUMMARY

This report recommends the approval of a contract with Chrisp Company for signing and striping, and traffic control servi ces Ironwood Ave. and Kitching St. The project is fully funded by the Highway Safety Improvement Program (HSIP) Cycle 7 Grant.

DISCUSSION

A.19
Packet Pg. 411

Page 2 ends

The City of Moreno Valley was successful in being awarded grant funds from the Highway Safety Improvement Program (H SIP) Cycle 7. The HSIP was established in 2005, by Federal Law as a core Federal -Aid Program to reduce traffic fatalities and serious injuries on public roads. There will be two funds applied , HSIPL-5441(066) and HSIPL-5441(067) for Project 808 0019 Ironwo od Ave . and Project 808 0020 Kitching Ave., respectively which will be combined as one project.

The authorization to proceed with construction through the California Department of Transportation’s (Caltrans’) review p rocess was received on October 14, 201 6. The execution of the Agreement with Caltrans indicated that the funds can be used and a kick-off meeting with the selected contractor can take place upon selection. The bid process for contractor selection followed protocols and procedures in accordance with Chapter 15 (Advertise and Award Project ) as part of the Local Assistance Procedures Manual (LAPM). The p rocedure included Caltrans approval of the City of Moreno Valley’s construction administration so that it was able to advertise for bids. The bid process is described in further detail in the following paragraphs.

City staff applied to secure funding to conduct road safety audit s and implement eligible recommended improvements. As part of this, signing and striping recommendations were made for por tions of Ironwood Ave. and Kitching St. The design portion of this project was completed by the consultant Kimley -Horn and Associates, Inc. which provided signing and striping plans prepared in accordance with the City of Moreno Valley and Caltrans standar ds. Additionally, Kimley-Horn and Associates, Inc. prepared probable construction costs. This was required for the consultant design services for two road safety audits/signing and striping audits. The completed signage and striping plans follows Caltrans procedures.

Bid Process
The project was advertised for construction on October 21, 2021 , on the City’s PlanetBids online bidding system. After the completion of the advertisement period, followed the contract bid opening. Formal bidding procedures were fol lowed in accordance with the Public Contract Code (PCC). The bidding process closed on November 30, 2021. The type of award is lump sum. The two bids were received as follows:

CONTRACTOR BID AMOUNT

1. Chrisp Company $89,865.00

2. Superior Pavement Markings, Inc. $93,091.00

Staff has reviewed the bid by Chrisp Company and determined that they are the lowest responsible bidder. No outstanding issues were identified through the review of their references.

A.19
Packet Pg. 412

Page 3 ends

Staff recommends award of the construction contract to Chrisp Company, and subcontractor, Maneri Traffic Control, Inc. for the bid amount of $89, 865.00 plus a 15% contingency amount ($13,479.75) for a total not to exceed amount of $103,344.75. The contingency is added to avoid any construction delays that typically result in contractor change orders and/or any unforeseen circumstances that may occu r during construction.

The contractor/subcontractor will supply all the materials, equipment, labor , and appurtenances needed to add, remove, or modify the signing and striping on Ironwood Avenue from approximately 1,200 feet west of Lasselle Street to Na son Street, and on Kitching Street from Alessandro Boulevard to Sunnymead Boulevard. Services include and are not limited to: traffic control, storm and water , and non -storm water pollution control, and installation of signing and striping.

ALTERNATIVES

1. Approve and authorize the recommended actions as presented in this staff report. This alternative will allow for the implementation of an important safety project.

2. Do not approve and authorize the recommended actions as presented in this staff report. This alternative would delay the implementation of an important safety project

FISCAL IMPACT

The Cycle 7 HSIP Grant will be used and will provide for reimbursement. This grant will cover 100% of project costs. Staff requests that City Council approve the contract award to cover the contractor and/or subcontractor services for the construction phase of this project.

AVAILABLE BUDGET
Road Safety Audit on Ironwood Avenue
(Account No. 2301-70-76-80008-720199) (Project No.808 0019-2301-99)…$286,143

Road Safety Audit on Kitching Street
(Account No. 2301-70-76-80008-720199) (Project No.808 0020-2301-99)…$112,343

ESTIMATED COSTS
Contractor and Subcontractor Services………………..…………………………$89,865.00 15% Contingency……………………………………………………………………$13,479.75
Total Estimated Costs…………………………………………………………...$103,344.75

ANTICIPATED PROJECT SCHEDULE
A.19
Packet Pg. 413

Page 4 ends

Notice to Proceed issued to Contractor……………..…………………………January 2022

NOTIFICATION

Publication of agenda.

PREPARATION OF STAFF REPORT

Prepared By: Department Head Approval:

Guadalupe Cortes Michael Lloyd, PE
Associate Engineer Public Works Director/City Engineer

Modified By:

Wei Sun, TE, PTOE
Principal Engineer/City Traffic Engineer

CITY COUNCIL GOALS
Public Safety. Provide a safe and secure environment for people and pr operty in the community, control the number and severity of fire and hazardous material incidents, and provide protection for citizens who live, work and visit the City of Moreno Valley.

Public Facilities and Capital Projects . Ensure that needed public fa cilities, roadway improvements, and other infrastructure improvements are constructed and maintained.

Positive Environment. Create a positive environment for the development of Moreno Valley's future.

CITY COUNCIL STRATEGIC PRIORITIES

1. Economic Development

2. Public Safety

3. Library

4. Infrastructure

5. Beautification, Community Engagement, and Quality of Life

6. Youth Programs

ATTACHMENTS
To view large attachments, please click your “bookmarks” on the left hand side of this document for the necessary attachment.

1. Attachment 1 Agreement

APPROVALS

A.19
Packet Pg. 414

Page 5 ends

Budget Officer Approval  Approved . 12/29/21 8:57 AM City Attorney Approval  Approved .

City Manager Approval  Approved . 12/29/21 8:59 AM A.19
Packet Pg. 415
City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067) Standard Form of Agreement
00500-1

2330411.4

Agreement No.

AGREEMENT

PROJECT NOs. 808 0019 and 808 0020
FEDERAL PROJECT NOs. HSIPL-5441(066) and HSIPL-5441(067)

SIGNING AND STRIPING IMPROVEMENTS ON IRONWOOD AVE AND ON KITCHING ST

THIS Agreement, effective as of the date signed by the City of Moreno Valley, is by and between the City of Moreno Valley, a municipal corporation, County of Riverside, State of California, hereinafter called the "City" and Chrisp Company, hereinafter called the "Contractor."

That the City and the Contractor for the consideration hereinafter named, agree as follows:

1. CONTRACT DOCUMENTS. The Contract Documents consist of the following, which are incorporated herein by this reference:

A. Governmental approvals, including, but not limited to, permits required for the Work B. Any and all Contract Change Orders and Construction Change Directives issued after execution of this Agreement
C. This Agreement
D. Addenda Nos. 1 inclusive, issued prior to the opening of the Bids E. Any Federal Certifications, documentation and reports as required, including but not limited to Non -Lobbying Certification, Disclosure of Lobbying Activities, Equal Employment Opportunity Certification, Debarment and Suspension Certification.

F. City of Moreno Valley Supplementary General Conditions G. Exhibit 12-G, Required Federal-Aid Contract Language, FHWA 1273 – Revised May 1, 2012, Required Contract Provisions Federal-Aid Construction Contracts, Title VI Assurance (US DOT Order 1050.2A), and Federal Wage Determination.

H. The bound Contract Documents that includes City Special Provisions, including the General Provisions and Technical Provisions
I. Standard Specifications for Public Works Construction (“Greenbook”) – latest edition in effect at the Bid Deadline, as modified by the City Special Provisions J. Project Construction Plans
K. City Standard Plans
L. Caltrans Standard Plans
M. Contractor’s Labor and Materials Payment Bond (for reference only) N. Contractor’s Faithful Performance Bond (for reference only) O. Contractor’s Certificates of Insurance and Additional Insured Endorsements P. Contractor’s Bidder’s Proposal and Subcontractor Listing, Exhibit 12-B - Bidder’s List of Subcontractors (DBE and Non-DBE),
Q. Exhibit 15-G - Construction Contract DBE Commitment

In the event of conflict or discrepancy between any of the Contract Documents, the provisions placing a more stringent requirement on the Contractor shall prevail. The Contractor shall provide the better quality or greater quantity of Work and/or materials unless otherwise directed by City in w riting. In the event none of the Contract Documents place a more stringent requirement or greater burden on the Contractor, the controlling provision shall be that which is found in the document with higher precedence in accordance with the above order of precedence.

A.19.a
Packet Pg. 416
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067) Standard Form of Agreement
00500-2

2330411.4

2. REFERENCE DOCUMENTS. The following Reference Documents are not considered Contract Documents and are made available to the Contractor prior to the Bid Deadline for informational purposes:

A. None

3. SCOPE OF WORK . The Contractor shall perform and provide all materials, tools, equipment, labor, and services necessary to complete the Work described in the Contract Documents, except as otherwise provided in the Plans, Standard Specifications, or City Special Provisions to be the responsibility of others.

4. PAYMENT.

4.1. Contract Price and Basis for Payment. In consideration for the Contractor’s full, complete, timely, and faithful performance of the Work required by the Contract Documents, the City shall pay Contractor for the actual quantity of Work required under the Bid Items awarded by the City performed in accordance with the lump sum prices and unit prices for Bid Items and Alternate Bid Items, if any, set forth the Bidder’s Proposal submitted with the Bid. The sum of the unit prices and lump sum prices for the Base Bid Items and Alternate Bid Items, if any, awarded by the City is Eighty Nine Thousand Eight Hundred Sixty Five Dollars ($89,865.00) (“Contract Price”). It is understood and agreed that the quantities set forth in the Bidder’s Proposal for which unit prices are fixed are estimates only and that City will pay and Contractor will accept, as full payment for these items of work, the unit prices set forth in the Bidder’s Proposal multiplied by the actual number of units performed, constructed, or completed as directed by the City Engineer.

4.2. Payment Procedures. Based upon applications for payment submitted by the Contractor to the City, the City shall make payments to the Contractor in accordance with Article 9 of the Standard Specifications, as modified by Article 9 of the City Special Provisions.

5. CONTRACT TIME.

A. Initial Notice to Proceed. After the Agreement has been fully executed by the Contractor and the City, the City shall issue the “Notice to Proceed to Fulfill Preconstruction Requirements and Notice to Proceed with Order of Materials.” The date specified in the Notice to Proceed to Fulfill Preconstruction Requirements and Notice to Proceed with Order of Materials constitutes the date of commencement of the Contract Time of Ninety (90) Working Days. The Contract Time includes the time necessary to fulfill preconstruction requirements, place the order of materials, and to complete construction of the Project (except as adjusted by subsequent Change Orders).

The Notice to Proceed to Fulfill Preconstruction Requirements shall further specify that Contractor must complete the preconstruction requirements within Fifteen (15) Working Days after the date of commencement of the Contract Time; this duration is part of the Contract Time.

Critical preconstruction requirements include, but are not limited to, the following:

• Submitting and obtaining approval of the Stormwater Pollution Prevention Plan (SWPPP)/Water Pollution Control Plan (WPCP)
• Submitting and obtaining approval of critical required submittals A.19.a
Packet Pg. 417
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067) Standard Form of Agreement
00500-3

2330411.4
• Obtaining an approved no fee Encroachment Permit
• Notifying all agencies, utilities, residents, etc., as outlined in the Contract Documents • Submitting and obtaining approval of Traffic Control Plans • Obtaining a Temporary Use Permit for a construction yard

If the City’s issuance of a Notice to Proceed to Fulfill Preconstruction Requirements is delayed due to Contractor’s failure to return the fully executed Agreement and insurance and bond documents within ten (10) Working Days after Contract award, then Contractor agrees to the deduction of one (1) Working Day from the number of days to complete the Project for every Working Day of delay in the City’s receipt of said documents. This right is in addition to and does not affect the City’s right to demand forfeiture of Contractor’s Bid Security if Contractor persistently delays in providing the required documentation.

B. Notice to Proceed with Construction. After all preconstruction requirements are met in accordance with the Notice to Proceed to Fulfill Preconstruction Requirements, the City shall issue the “Notice to Proceed with Construction,” at which time the Contractor shall diligently prosecute the Work, including corrective items of Work, day to day thereafter, within the remaining Contract Time.

6. LIQUIDATED DAMAGES AND CONTROL OF WORK.

6.1. Liquidated Damages. The Contractor and City (collectively, the “Parties”) have agreed to liquidate damages with respect to Contractor’s failure to fulfill the preconstruction requirements, and/or failure to complete the Work within the Contract Time. The Parties intend for the liquidated damages s et forth herein to apply to this Contract as set forth in Government Code Section 53069.85 and in Public Contract Code Section 7203 . Contractor acknowledges and agrees that the liquidated damages are intended to compensate the City solely for Contractor’s failure to meet the deadline for completion of the Work and will not excuse Contractor from liability from any other breach, including any failure of the Work to conform to the requirements of the Contract Documents.

In the event that Contractor fails to fulfill the preconstruction requirements and/or fails to complete the Work within the Contract Time, Contractor agrees to pay the City $ 1,300.00 per Calendar day that completion of the Work is delayed beyond the Contract Time, as adjusted by Contract Change Orders. The Contractor will not be assessed liquidated damages for delays occasioned by the failure of the City or of the owner of a utility to provide for the removal or relocation of utility facilities.

The Contractor and City acknowledge and agree that the foregoing liquidated damages have been set based on an evaluation of damages that the City will incur in the event of late completion of the Work. The Contractor and City acknowledge and agree that the amount of such damages are impossible to ascertain as of the date of execution hereof and have agreed to such liquidated damages to fix the City’s damages and to avoid later disputes. It is understood and agreed by Contractor that liquidated damages payable pursuant to this Agreement are not a penalty and that such amounts are not manifestly unreasonable under the circumstances existing as of the date of execution of this Agreement.

It is further mutually agreed that the City will have the right to deduct liquidated damages against progress payments or retainage and that the City will issue a Change Order or Construction Change Directive and reduce the Contract Price accordingly. In the event the remaining unpaid A.19.a
Packet Pg. 418
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067) Standard Form of Agreement
00500-4

2330411.4
Contract Price is insufficient to cover the full amount of liquidated damages, Contractor shall pay the difference to the City.

Liquidated damages are owed automatically and without notice of any kind upon the accrual of each day of delay. City may at any time deduct liquidated damages as are payable hereunder from money due or to become due to Contractor, or pursue any other legal remedy to collect such liquidated damages from Contractor and/or its Surety. Neither the City's failure or delay in deducting liquidated damages from payments otherwise due Contractor, nor City's failure or delay in notifying Contractor of the accrual of liquidated damages, shall be deemed a waiver of City's right to liquidated damages.

City's rights under this Section shall not be interpreted as precluding or limiting: (1) any right or remedy of City arising fro m an event of Contractor default other than a failure to complete the Work within the Contract Time; or (2) City's right to order an acceleration, at Contractor's expense, of performance of the Work to overcome delay, including, without limitation, a delay for which City has the right to assess and/or accrue liquidated damages. The availability of liquidated damages shall not limit City's right to terminate the Contractor’s performance and accrual and/or assessment of liquidated damages does not constitute a waiver of such rights .

6.2. Owner is Exempt from Liability for Early Completion Delay Damages. While the Contractor may schedule completion of all of the Work, or portions thereof, earlier than the Contract Time, the Owner is exempt from liability for and the Contractor will not be entitled to an adjustment of the Contract Sum or to any additional costs, damages, including, but not limited to, claims for extended general conditions costs, home office overhead, jobsite overhead, and management or administrati ve costs, or compensation whatsoever, for use of float time or for Contractor’s inability to complete the Work earlier than the Contract Time for any reason whatsoever, including but not limited to, delay cause by Owner or other Excusable Compensable Delay. See Section 6 -4 of the Standard Specifications and City Special Provisions regarding compensation for delays.

6.3. Any work completed by the Contractor after the issuance of a Stop Work Notice by the City shall be rejected and/or removed and replaced as specified in Section 3-5 of the Special Provisions.

7. INSURANCE.

7.1. General. The Contractor shall procure and maintain at its sole expense and throughout the term of this Agreement, any extension thereof, Commercial General Liability, Automobile Liability, and Workers’ Compensation Insurance with such covera ge limits as described herein.

7.2. Additional Insured Endorsements . The Contractor shall cause the insurance required by the Contract Document to include the City of Moreno Valley, the City Council and each member thereof, the Moreno Valley Housing Authority, and the Moreno Valley Community Services District, and their respective officials, employees, commission members, officers, directors, agents, employees, volunteers and representatives as an additional insureds. For the Commercial General Liability coverage, said parties shall be named as additional insureds utilizing either:

A.19.a
Packet Pg. 419
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067) Standard Form of Agreement
00500-5

2330411.4

1. Insurance Services Office (“ISO”) Additional Insured endorsement CG 20 10 (11/85); or

2. ISO Additional Insured endorsement CG 20 10 (10/01) and Additional Insured Completed Operations endorsement CG 20 37 (10/01); or

3. Substitute endorsements providing equivalent coverage, approved by the City.

The endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. The coverage shall contain no special limitations on the scope of protection afforded to such additional insureds. Coverage for such additional insureds does not extend to liability to the extent prohibited by Insurance Code Section 11580.4.

7.3. Waivers of Subrogation. All policies of insurance required by the Contract Documents shall include or be endors ed to provide a waiver by the insurers of any rights of recovery or subrogation that the insurers may have at any time against the City of Moreno Valley, the City Council and each member thereof, the Moreno Valley Housing Authority, and the Moreno Valley Community Services District, and their respective officials, employees, commission members, officers, directors, agents, employees, volunteers and representatives.

7.4. Primary Coverage . All policies and endorsements shall stipulate that the Contractor’s (and the Subcontractors’) insurance coverage shall be primary insurance as respects the City of Moreno Valley, the City Council and each member thereof, the Moreno Valley Housing Authority, and the Moreno Valley Community Services District, and their respective officials, employees, commission members, officers, directors, agents, employees, volunteers and representatives, and shall be excess of the Contractor’s (and its Subcontractors’) insurance and shall not contribute with it.

7.5. Coverage Applies Separately to Each Insured and Additional Insured.

Coverage shall state that the Contractor’s (and its Subcontractors’) insurance shall apply separately to each insured or additional insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Coverage shall apply to any claim or suit brought by an additional insured against a named insured or other insured.

7.6. Self-Insurance. Any self -insurance (including deductibles or self -insured retention in excess of $50,000) in lieu of liability insurance must be declared by Contractor and approved by the City in writing prior to execution of the Agreement. The City’s approval of self - insurance, if any, is within the City’s sole discretion and is subject to the following conditions:

1. Contractor must, at all times during the term of the Agreement and for a period of at least one (1) year after completion of the Project, and any extension of the one-year correction guarantee period in accordance with Section 313.3 of the City Special Provisions, maintain and upon Owner’s reasonable request provide evidence of:

(a) Contractor’s “net worth” (defined as “total assets” [defined as all items of value owned by the Contractor including tangible items such as cash, land, personal property and equipment and intangible items such as copyrights and business goodwill]) minus total outside liabilities must be reflected in a financial statement for the A.19.a
Packet Pg. 420
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067) Standard Form of Agreement
00500-6

2330411.4
prior fiscal year reflecting sufficient income and budget for Contractor to afford at least one loss in an amount equal to the amount of self-insurance;

(b) Financial statements showing that Contractor has funds set aside/budgeted to finance the self-insured fund (i.e., Contractor has a program that fulfills functions that a primary insurer would fill; and

(c) A claims procedure that identifies how a claim is supposed to be tendered to reach the financing provided by the self-insured fund.

2. If at any time after such self-insurance has been approved Contractor fails to meet the financial thresholds or otherwise fails to comply with the provisions set forth in this Paragraph 7, at the option of the City:

(a) the Contractor shall immediately obtain and thereafter maintain the third party insurance required under this Paragraph 7 and otherwise on the terms required above; or

(b) The insurer shall reduce or eliminate such deductibles or self - insured retention as respects the City, its officers, officials, employees and volunteers; or

(c) The Contractor shall procure a bond guaranteeing payment of losses and related investigation, claim administration, and defense expenses.

7.7. Insurer Financial Rating. Insurance companies providing insurance hereunder shall be rated A-:VII or better in Best's Insurance Rating Guide and shall be legally licensed and qualified to conduct insurance business in the State of California.

7.8. Notices to City of Cancellation or Changes . Each insurance policy described in this Paragraph 7 shall contain a provision or be endorsed to state that coverage will not be cancelled without thirty (30) days’ prior written notice by certified or registered mail to the City (this obligation may be satisfied in the alternative by requiring such notice to be provided by Contractor’s insurance broker and set forth on its Certificate of Insurance provided to the City), except that cancellation for non- payment of premium shall require (10) days prior written notice by certified or registered mail. If an insurance carrier cancels any policy or elects not to renew any policy required to be maintained by Contractor pu rsuant to the Contract Documents, Contractor agrees to give written notice to the City at the address indicated on the first page of the Agreement. Contractor agrees to provide the same notice of cancellation and non-renewal to the City that is required by such policy(ies) to be provided to the First Named Insured under such policy(ies). Contractor shall provide confirmation that the required policies have been renewed not less than seven (7) days prior to the expiration of existing coverages and shall deliver renewal or replacement policies, certificates and endorsements to the City Clerk within fourteen (14) days of the expiration of existing coverages. Contractor agrees that upon receipt of any notice of cancellation or alteration of the policies, Contractor shall procure within five (5) days, other policies of insurance similar in all respects to the policy or policies to be cancelled or altered. Contractor shall furnish to the City Clerk copies of any endorsements that are subsequently issued amending coverage or limits within fourteen (14) days of the amendment.

A.19.a
Packet Pg. 421
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067) Standard Form of Agreement
00500-7

2330411.4

7.9. Commercial General Liability. Coverage shall be written on an ISO Commercial General Liability “occurrence” form CG 00 01 (10/01 or later edition) or equivalent form approved by the City f or coverage on an occurrence basis. The insurance shall cover liability, including, but not limited to, that arising from premises operations, stop gap liability, independent contractors, products -completed operations, personal injury, advertising injury, and liability assumed under an insured contract. The policy shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 (11/85). Coverage shall contain no contractors’ limitation or other endorsement limiting the scope of coverage for liability arising from pollution, explosion, collapse, or underground (x, c, u) property damage. Contractor shall provide Products/Completed Operations coverage to be maintained continuously for a minimum of one (1) year after Final Acceptance of the Work, and any extension of the one- year correction guarantee period in accordance with Section 3-13.3 of the City Special Provisions.

Contractor shall maintain Commercial General Liability insurance with the following minimum limits: $1,000,000 per occurrence / $2,000,000 aggregate / $2,000,000 products -completed operations.

7.10. Business Automobile Liability. Coverage shall be written on ISO form CA 00 01 (12/93 or later edition) or a substitute form providing equivalent coverage for owned, hired, leased and non-owned vehicles, whether scheduled or not, with $1,000,000 combined single limit per accident for bodily injury and property damage. If necessary, the policy shall be endorsed to provide contractual liability coverage.

7.11. Workers’ Compensation. Contractor shall comply with the applicable sections of the California Labor Code concerning workers’ compensation for injuries on the job. Compliance is accomplished in one of the following manners:

1. Provide copy of permissive self-insurance certificate approved by the State of California; or

2. Secure and maintain in force a policy of workers’ compensation insurance with statutory limits and Employer’s Liability Insurance with a minimal limit of $1,000,000 per accident; or

3. Provide a “waiver” form certifying that no employees subject to the Labor Code’s Workers’ Compensation provision will be used in perf ormance of this Contract.

7.12. Subcontractors’ Insurance. The Contractor shall include all Subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each Subcontractor. All coverages for Subcontractors shall be subject to all of the requirements stated herein.

8. BONDS. The Contractor shall provide two surety bonds. The Contractor shall furnish a satisfactory Performance Bond meeting all statutory requirements of the State of California on the form provided by the City. The bond shall be furnished as a guarantee of the faithful performance of the requirements of the Contract Documents as may be amended from time to time, including, but not limited to, liability for delays and damages (both direct and consequential) to the City and the City’s Separate Contractors and consultants, warranties, guarantees, and indemnity obligations, in an amount that shall remain equal to one hundred percent (100%) of the Contract Price.

A.19.a
Packet Pg. 422
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067) Standard Form of Agreement
00500-8

2330411.4
The Contractor shall furnish a separate satisfactory Labor and Materials Payment Bond meeting all statutory requirements of the State of California on the form provided by the City in an amount that shall remain equal to one hundred percent (100%) of the Contract Price to secure payment of all claim s, demands, stop payment notices, or charges of the State of California, of material suppliers, mechanics, or laborers employed by the Contractor or by any Subcontractor, or any person, form, or entity eligible to file a stop payment notice with respect to the Work.

All bonds shall be executed by a California-admitted surety insurer. Bonds issued by a California- admitted surety insurer listed on the latest version of the U.S Department of Treasury Circular 570 shall be deemed accepted unless specifically rejected by the City. Bonds issued by sureties not listed in Treasury Circular 570 must be accompanied by all documents enumerated in California Code of Civil Procedure Section 995.660(a). The bonds shall bear the same date as the Contract. The attorney-in-fact who executes the required bonds on behalf of the surety shall affix thereto a certified and current copy of the power of attorney. In the event of changes that increase the Contract Price, the amount of each bond shall be deemed to increase and at all times remain equal to the Contract Price. The signatures shall be acknowledged by a notary public.

Every bond must display the surety’s bond number and incorporate the Contract for construction of the Work by reference. The terms of the bonds shal l provide that the surety agrees that no change, extension of time, alteration, or modification of the Contract Documents or the Work to be performed thereunder shall in any way affect its obligations and shall waive notice of any such change, extension of time, alteration, or modification of the Contract Documents. The surety further agrees that it is obligated under the bonds to any successor, grantee, or assignee of the City.

Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished.

Should any bond become insufficient, or should any of the sureties, in the opinion of the City, become non-responsible or unacceptable, the Contractor shall, within ten (10) Calendar Days after receiving notice from the City, provide written documentation to the Satisfaction of the City that Contractor has secured new or additional sur eties for the bonds; otherwise the Contractor shall be in default of the Contract. No further payments shall be deemed due or will be made under Contract until a new surety(ies) qualifies and is accepted by the City.

Contractor agrees that the Labor and Materials Payment Bond and Faithful Performance Bond attached to this Agreement are for reference purposes only, and shall not be considered a part of this Agreement. Contractor further agrees that said bonds are separate obligations of the Contractor and its Surety, and that any attorney’s fee provision contained in any payment bond or performance bond shall not apply to this Agreement. In the event there is any litigation between the parties arising from the breach of this Agreement, each party will bear its own attorneys’ fees in the litigation.

9. RECORDS. The Contractor and its Subcontractors shall maintain and keep books, payrolls, invoices of materials, and Project records current, and shall record all transactions pertaining to the Contract in accordance with generally acceptable accounting principles. Said books and records shall be made available to the City of Moreno Valley, Riverside County, the State of California, the Federal Government, and to any authorized representative thereof for purposes of audit and inspection at all reasonable times and places. All such books, payrolls, invoices of materials, and records shall be retained for at least three (3) years after Final Acceptance.

A.19.a
Packet Pg. 423
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067) Standard Form of Agreement
00500-9

2330411.4

10. INDEMNIFICATION.

10.1. General. To the fullest extent permitted by law, the Contractor assumes liability for and agrees, at the Contractor’s sole cost and expense, to promptly and fully indemnify, protect, hold harmless and defend (even if the allegations are false, fraudulent, or groundless), the City of Moreno Valley, its City Council, the Moreno Valley Housing Authority , and the Moreno Valley Community Services District, and all of their respective officials, officers, directors, employees, commission members, representatives and agents (“Indemnitees”), from and against any and all claims, allegations, actions, suits, arbitrations, administrative proceedings, regulatory proceedings, or other legal proceeds, causes of action, demands, costs, judgments, liens, stop notices, penalties, liabilities, damages, losses, anticipated losses of revenues, and expenses (including, but not limited to, any fees of accountants, attorneys, experts or other professionals, or investigation expenses), or losses of any kind or nature whatsoever, whether actual, threatened or alleged, arising out of, resulting from, or in any way (either directly or indirectly), related to the Work, the Project or any breach of the Contract by Contractor or any of its officers, agents, employees, Subcontractors, Sub -subcontractors, or any person performing any of the Work, pursuant to a direct or indirect contract with the Contractor (“Indemnity Claims”). Such Indemnity Claims include, but are not limited to, claims for:

A. Any activity on or use of the City’s premises or facilities; B. Any liability incurred due to Contractor acting outside the scope of its authority pursuant to the Contract, whether or not caused in part by an Indemnified Party;
C. The failure of Contractor or the Work to comply with any Applicable Law, permit or orders;
D. Any misrepresentation, misstatement or omission with respect to any statement made in the Contract Documents or any document furnished by the Contractor in connection therewith;
E. Any breach of any duty, obligation or requirement under the Contract Documents, including, but not limited to any breach of Contractor’s warranties, representations or agreements set forth in the Contract Documents;
F. Any failure to coordinate the Work with City’s Separate Contractors; G. Any failure to provide notice to any party as required under the Contract Documents;
H. Any failure to act in such a manner as to protect the Project from loss, cost, expense or liability;
I. Bodily or personal injury, emotional injury, sickness or disease, or death at any time to any persons including without limitation employees of Contractor;
J. Damage or injury to real property or personal property, equipment and materials (including, but without limitation, property under the care and custody of the Contractor or the City) sustained by any person or persons (including, but not limited to, companies, corporations, utility company or property owner, Contractor and its employees or agents, and members of the general public);
K. Any liability imposed by Applicable Law including, but not limited to criminal or civil fines or penalties;
L. Any dangerous, hazardous, unsafe or defective condition of, in or on the Site, of any nature whatsoever, which may exist by reason of any act, A.19.a
Packet Pg. 424
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067) Standard Form of Agreement
00500-10

2330411.4
omission, neglect, or any use or occupation of the Site by Contractor, its officers, agents, employees, or Subcontractors;
M. Any operation conducted upon or any use or occupation of the Site by Contractor, its officers, agents, employees, or Subcontractors under or pursuant to the provisions of the Contract or otherwise; N. Any acts, errors, omission or negligence of Contractor, its officers, agents, employees, or Subcontractors;
O. Infringement of any patent rights, licenses, copyrights or intellectual property which may be brought against the Contractor or Owner arising out of Contractor’s Work, for which the Contractor is responsible; and P. Any and all claims against the City seeking compensation for labor performed or materials used or furnished to be used in the Work or alleged to have been furnished on the Project, including all inc idental or consequential damages resulting to the City from such claims.

10.2. Effect of Indemnitees’ Active Negligence. Contractor’s obligations to indemnify and hold the Indemnitees harmless exclude only such portion of any Indemnity Claim which is attributable to the active negligence or willful misconduct of the Indemnitee, provided such active negligence or willful misconduct is determined by agreement of the parties or by findings of a court of competent jurisdiction. In instances where an Indemnitee’s active negligence accounts for only a percentage of the liability for the Indemnity Claim involved, the obligation of Contractor will be for that entire percentage of liability for the Indemnity Cl aim not attributable to the active negligence or willful misconduct of the Indemnitee(s). Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Paragraph 10. Subject to the limits set forth herein, the Contractor, at its own expense, shall satisfy any resulting judgment that may be rendered against any Indemnitee resulting from an Indemnity Claim. The Indemnitees shal l be consulted with regard to any proposed settlement.

10.3. Independent Defense Obligation. The duty of the Contractor to indemnify and hold harmless the Indemnitees includes the separate and independent duty to defend the Indemnitees, which duty arises immediately upon receipt by Contractor of the tender of any Indemnity Claim from an Indemnit ee. The Contractor’s obligation to defend the Indemnitee(s) shall be at Contractor’s sole expense, and not be excused because of the Contractor’s inability to evaluate liability or because the Contractor evaluates liability and determines that the Contractor is not liable. This duty to defend shall apply whether or not an Indemnity Claim has merit or is meritless, or which involves claims or allegations that any or all of the Indemnitees were actively, passively, or concurrently negligent, or which otherw ise asserts that the Indemnitees are responsible, in whole or in part, for any Indemnity Claim. The Contractor shall respond within thirty (30) Calendar Days to the tender of any Indemnity Claim for defense and/or indemnity by an Indemnitee, unless the Indemnitee agrees in writing to an extension of this time. The defense provided to the Indemnitees by Contractor shall be by well qualified, adequately insured and experienced legal counsel acceptable to the City.

10.4. Intent of Parties Regarding Scope of Indemn ity. It is the intent of the parties that the Contractor and its Subcontractors of all tiers shall provide the Indemnitees with the broadest defense and indemnity permitted by Applicable Law. In the event that any of the defense, indemnity or hold harmless provisions in the Contract Documents are found to be ambiguous, or in conflict with one another, it is the parties’ intent that the broadest and most expansive interpretation in favor of providing defense and/or indemnity to the Indemnitees be given effect.

A.19.a
Packet Pg. 425
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067) Standard Form of Agreement
00500-11

2330411.4

10.5. Waiver of Indemnity Rights Against Indemnitees. With respect to third party claims against the Contractor, to the fullest extent permitted by law, the Contractor waives any and all rights to any type of express or implied indemnity against the Indemnitees.

10.6. Subcontractor Requirements. In addition to the requirements set forth hereinabove, Contractor shall ensure, by written subcontract agreement, that each of Contractor’s Subcontractors of every tier shall protect, defend, indemnify and hold harmles s the Indemnitees with respect to Indemnity Claims arising out of, in connection with, or in any way related to each such Subcontractors’ Work on the Project in the same manner in which Contractor is required to protect, defend, indemnify and hold the Inde mnitees harmless. In the event Contractor fails to obtain such defense and indemnity obligations from others as required herein, Contractor agrees to be fully responsible to the Indemnitees according to the terms of this Paragraph 10.

10.7. No Limitation or Waiver of Rights. Contractor’s obligations under this Paragraph 10 are in addition to any other rights or remedies which the Indemnitees may have under the law or under the Contract Documents. Contractor’s indemnification and defense obligations set forth in this Paragraph 10 are separate and independent from the insurance provisions set forth in the Contract Documents, and do not limit, in any way, the applicability, scope, or obligations set forth in such insurance provisions. The purchase of insurance by the Contractor with respect to the obligations required herein shall in no event be construed as fulfillment or discharge of such obligations. In any and all claims against the Indemnitees by any employee of the Contractor, any Subcontractor, any supplier of the Contractor or Subcontractors, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the obligations under this Paragraph 10 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor or any supplier of either of them, under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. Failure of the City to monitor compliance with these requirements imposes no additional obligations on the City and will in no way act as a waiver of any rights hereunder.

10.8. Withholding to Secure Obligations. In the event an Indemnity Claim arises prior to final payment to Contr actor, the City may, in its sole discretion, reserve, retain or apply any monies due Contractor for the purpose of resolving such Indemnity Claims; provided, however, the City may release such funds if the Contractor provides the City with reasonable assur ances of protection of the Indemnitees’ interests. The City shall, in its sole discretion, determine whether such assurances are reasonable.

10.9. Survival of Indemnity Obligations. Contractor’s obligations under this Paragraph 10 are binding on Contractor’s and its Subcontractors’ successors, heirs and assigns and shall survive the completion of the Work or termination of the Contractor’s performance of the Work.

11. SUCCESSORS AND ASSIGNS. The Parties bind themselves, their heirs, executors, administrators, successors and assigns the covenants, agreements and obligations contained in the Contract Documents. The Contractor shall not, either voluntarily or by action of law, assign any right or obligation of the Contractor under the Contract Documents without pri or written consent of the City.

(SIGNATURE PAGE FOLLOWS)
A.19.a
Packet Pg. 426
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067) Standard Form of Agreement
00500-12

2330411.4

CITY OF MORENO VALLEY, Municipal Corporation (Name of Contractor)

BY: License No./
Mike Lee, City Manager Classification:

DATE: Expiration Date:

Federal I.D. No.:

PRINT NAME:

SIGNATURE:

TITLE:

DATE:

PRINT NAME:

SIGNATURE:

TITLE:

DATE:

SIGNING INSTRUCTIONS TO THE CONTRACTOR:

Signature(s) must be accompanied by a completed notary certificate of acknowledgement attached hereto. A general partner must sign on behalf of a partnership. Two (2) corporate officers must sign on behalf of a corporation unless the corporation has a corporate resolution that allows one person to sign on behalf of the corporation; if applicable, said resolution must be attached hereto. The corporate seal may be affixed hereto.

INTERNAL USE ONLY

APPROVED AS TO LEGAL FORM:

City Attorney

Date

RECOMMENDED FOR APPROVAL:

Public Works Director/City Engineer

Date
A.19.a
Packet Pg. 427
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE

2330411.4
A.19.a
Packet Pg. 428
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067)

Contractor’s Bonds
00600

2330411.4

CONTRACTOR’S BONDS
A.19.a
Packet Pg. 429
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067)

Faithful Performance Bond
00601-1

2330411.4
BOND NO.

PREMIUM $

FAITHFUL PERFORMANCE BOND
(100% of Total Contract Price)

PROJECT NOs. 808 0019 and 808 0020
FEDERAL PROJECT NOs. HSIPL-5441(066) and HSIPL-5441(067)

SIGNING AND STRIPING IMPROVEMENTS ON IRONWOOD AVE AND ON KITCHING ST

KNOW ALL MEN AND WOMEN BY THESE PRESENTS:

THAT WHEREAS, the City Council of the City of Moreno Valley, State of California, known as "City," has awarded to Chrisp Company, as Principal hereinafter designated as "Contractor" and have entered into an Agreement whereby the Contractor agrees to construct or install and complete certain designated public improvements, which said Agreement, effective on the date signed by the Cit y Manager, and identified as City Project Nos. 808 0019 and 808 0020, Federal Project Nos. HSIPL-5441(066) AND HSPIL-5441(067) and all Contract Documents are hereby referred to and made a part hereof; and

WHEREAS, said Contractor under the terms of said Contract Documents is required to furnish a bond guaranteeing the faithful performance of said Agreement;

NOW THEREFORE, we the undersigned Contractor and , as Surety, are held and f irmly bound unto the City of Moreno Valley, County of Riverside in the penal sum of dollars, ($ ), lawful money of the United States, to be paid to the said City or its certain attorney, its successors and assigns; for which payment, well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally liable (CCP 995.320 (a)(1)), firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that if the above bound Contractor, his or her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in said Contract Documents and any alterations thereof made as therein provided, on his or her or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City of Moreno Valley, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. In the event suit is brought upon this bond by the City and judgement is recovered, the Surety shall pay all costs incurred by the City in such suit, including a reasonable attorney fee to be fixed by the court.

Contractor and Surety agree that this Faithful Performance Bond shall not be considered a part of the Agreement between Contractor and the City (“Agreement”). Contractor and Surety further agree that this Faithful Performance Bond is a separate obligation of the Contractor and its Surety, and that any attorneys’ fee provision contained in this Faithful Performance Bond shall not apply to the Agreement. In the event there is any litigation between the parties arising from the breach of the Agreement, each party will bear its own attorneys’ fees in the litigation.

The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract Documents or to the Work to be performed thereunder, or the Provisions accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Work or the Provisions.
(SIGNATURE PAGE FOLLOWS)
A.19.a
Packet Pg. 430
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067)

Faithful Performance Bond
00601-2

2330411.4

BOND NO. __________

IN WITNESS WHEREOF, we have hereunto set our hands, and seals on this day of 20 .

CONTRACTOR (Principal) SURETY

Contractor Name: Name:

Address: Address:

Telephone No.: Telephone No.:

Print Name: Print Name:

Attorney-in-Fact

Signature: Signature:

Approved as to Form this

day of 20

City Attorney
City of Moreno Valley

NOTE:

• The bond shall be executed by a California admitted surety insurer (CCP 995.311). • The bond shall include an attached Notary Certificate for the Attorney-in-Fact. • The bond shall include an attached Notary Certificate for the Bidder. • The bond shall include an attached original Power of Attorney only authorizing the Attorney- in-Fact to act for the Surety.
• The bond shall include the address at which the Principal (Bidder) and Surety may be served with notices, papers and other documents.
• The Bidder’s and Surety’s corporate seal may be affixed hereto.

A.19.a
Packet Pg. 431
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067)

Labor and Materials Payment Bond
00602-0

2330411.4

CALIFORNIA ALL-PURPOSE

CERTIFICATE OF ACKNOWLEDGMENT

State of California
SAMPLE

County of ______________________

On _________________ before me, _________________________________________________________, (Here insert name and title of the officer)

personally appeared _______________________________________________________________________,

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledgement to me that he/she they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

___________________________________ (Notary Seal)
Signature of Notary Public

ADDITIONAL OPTIONAL INFORMATION

INSTRUCTIONS FOR COMPLETING THIS FORM
Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be property completed and attached to that document. The only exception is if a document is recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required.

• State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is/are) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible.

Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk.
 Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document.  Indicate title or type of attached document, number of pages and date.  Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document.

DESCRIPTION OF THE ATTACHED DOCUMENT

FAITHFUL PERFORMANCE BOND SIGNATURE PAGE
(Title or description of attached document)

____________________________________________
(Title or description of attached document continued)

Number of Pages _______

Document Date _______________

_____________________________________________
Additional Information

CAPACITY CLAIMED BY THE SIGNER

 Individual(s)
 Corporate Officer
_____________________________
(Title)
 Partner (s)
 Attorney-in-Fact
 Other __________________________________

A.19.a
Packet Pg. 432
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067)

Labor and Materials Payment Bond
00602-1

2330411.4

BOND NO.

PREMIUM $

LABOR AND MATERIALS PAYMENT BOND
(100% of Total Contract Amount)

PROJECT NOs. 808 0019 and 808 0020
FEDERAL PROJECT NOs. HSIPL-5441(066) and HSIPL-5441(067)

SIGNING AND STRIPING IMPROVEMENTS ON IRONWOOD AVE AND ON KITCHING ST

KNOW ALL MEN AND WOMEN BY THESE PRESENTS

THAT WHEREAS, the City Council of the City of Moreno Valley, State of California, known as "City", has awarded to Chrisp Company, as Principal hereinafter designated as "Contractor" and have entered into an Agreement whereby the Contractor agrees to construct or install and complete certain designated public improvements, which said Agreement, effective on the date signed by the City Manager, and identified as City Project Nos. 808 0019 and 808 0020, Federal Project Nos. HSIPL-5441(066) AND HSPIL-5441(067) and Contract Documents are hereby referred to and made a part hereof; and

WHEREAS, said Contractor under the terms of said Contract Documents is required to furnish a bond to secure the payment of claims of laborers, mechanics, materialmen, and other persons, as provided by law;

NOW, THEREFORE, we the undersigned Contractor and , as Surety are held and firmly bound unto the City of Moreno Valley, County of Riverside, in the penal sum of dollars, ($ ), lawful money of the United States, for which payment, well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally liable (CCP 995.320 (a)(1)), firmly by these presents.

THE CONDITION OF THI S OBLIGATION IS SUCH, that if said Contractor, his or her or its heirs, executors, administrator, successors or assigns, or subcontractors, shall fail to pay any of the persons described in the State of California Civil Code, Section 9100, or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant, or any amounts required to be deducted, withheld, and paid over to the Franchise Tax Board from the wages of employees of the Contractor and his or her subcontractors, pursuant to Section 13020, of the Unemployment Insurance Code, with respect to such work and labor, that the Surety or Sureties herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In the event suit is brought upon this bond by the City or other person entitled to bring such an action and judgment is recovered, the Surety shall pay all costs incurred by the City in such suit, including a reasonable attorney fee to be fixed by the court.

Contractor and Surety agree that this Labor and Materials Payment Bond shall not be considered a part of the Agreement between Contractor and the City (“Agreement”). Contractor and Surety further agree that this Labor and Materials Payment Bond is a separate obligation of the Contractor and its Surety, and that any attorneys’ fee provision contained in this Labor and Materials Payment Bond shall not apply to A.19.a
Packet Pg. 433
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067)

Labor and Materials Payment Bond
00602-2

2330411.4
the Agreement. In the event there is any litigation between the parties ari sing from the breach of the Agreement, each party will bear its own attorneys’ fees in the litigation.

This bond shall inure to the benefit of any of the persons described in the State of California Civil Code Section 9100, to give a right of action to such persons or their assigns in any suit brought upon this bond.

IN WITNESS WHEREOF, we have hereunto set our hands, and seals on this day of 20 .

CONTRACTOR (Principal) SURETY

Contractor Name: Name:

Address: Address:

Telephone No.: Telephone No.:

Print Name: Print Name:

Attorney-in-Fact

Signature: Signature:

Approved as to Form this

day of 20

City Attorney
City of Moreno Valley

NOTE:

A.19.a
Packet Pg. 434
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067)

2330411.4
•

CALIFORNIA ALL-PURPOSE

CERTIFICATE OF ACKNOWLEDGMENT

State of California
SAMPLE

County of ______________________

On _________________ before me, _________________________________________________________, (Here insert name and title of the officer)

personally appeared _______________________________________________________________________,

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

WITNESS my hand and official seal.

___________________________________ (Notary Seal)
Signature of Notary Public

ADDITIONAL OPTIONAL INFORMATION

DESCRIPTION OF THE ATTACHED DOCUMENT

LABOR AND MATERIALS PAYMENT BOND

SIGNATURE PAGE
(Title or description of attached document)

____________________________________________
(Title or description of attached document continued)

Number of Pages _______

Document Date _______________

_____________________________________________
Additional Information

CAPACITY CLAIMED BY THE SIGNER

 Individual(s)
 Corporate Officer
_____________________________
(Title)
 Partner (s)
 Attorney-in-Fact
 Other __________________________________

A.19.a
Packet Pg. 435
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067)

Supplementary General Conditions
00603-1

2330411.4

CITY OF MORENO VALLEY

SUPPLEMENTARY GENERAL CONDITIONS

The following provisions, pursuant to 44 Code of Federal Regulations, Part 13, Subpart C, Section 13.36, as it may be amended from time to time, are included in the Agreement and are required to be included in all subcontracts entered into by CONTRACTOR for work pursuant to the Agreement, unless otherwise expressly provided herein. These provisions supersede any conflicting provisions in the General Conditions and shall take precedence over the General Conditions for purposes of interpretation of the General Conditions. These provisions do not otherwise modify or replace General Conditions not in direct conflict with these provisions. Definitions used in these provisions are as contained in the General Conditions.

(1) CONTRACTOR shall be subject to the administrative, contractual, and legal remedies provided in the General Condit ions in the event CONTRACTOR violates or breaches terms of the Agreement.

(2) CITY may terminate the Agreement for cause or for convenience, and CONTRACTOR may terminate the Agreement, as provided the General Conditions.

(3) CONTRACTOR shall comply with Executiv e Order 11246 of September 24, 1965, entitled Equal Employment Opportunity, as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60). (All construction contracts awarded in excess o f $10,000 by CITY and/or subcontracts in excess of $10,000 entered into by CONTRACTOR.)

(4) CONTRACTOR shall comply with the Copeland Anti -Kickback Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All contracts and subcontracts for construction or repair.)

(5) CONTRACTOR shall comply with the Davis -Bacon Act ( 40 U.S.C. 276a to 276a7) as supplemented by Department of Labor regulations (29 CFR Part 5).

(6) CONTRACTOR shall comply with Sections 103 and 107 of the Contract Wor k Hours and Safety Standards Act (40 U.S.C. 327330) as supplemented by Department of Labor regulations (29 CFR Part 5).

(7) CONTRACTOR shall observe CITY requirements and regulations pertaining to reporting included in the General Conditions.

(8) Patent rights with respect to any discovery or invention which arises or is developed in the course of or under the Agreement shall be retained by the CITY.

(9) Copyrights and rights in data developed in the course of or under the Agreement shall be the property of the CITY . FEMA/CalOES reserve a royalty -free, nonexclusive, irrevocable license to reproduce, publish or otherwise use or authorize to others to use A.19.a
Packet Pg. 436
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067)

Supplementary General Conditions
00603-2

2330411.4
for federal purposes a copyright in any work developed under the Agreement and/or subcontracts for work pursuant to the Agreement.

(10) CONTRACTOR shall provide access by the City, the Federal grantor agency, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of the contractor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions.

(11) CONTRACTOR shall retain all required records for three years after CITY makes final payments and all other pending matters relating to the Agreement are closed.

(12) CONTRACTOR shall comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act ( 42 U.S.C. 1857(h)), section 508 of the Clean Water Act ( 33 U.S.C. 1368) , Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (This provision applies to contracts exceeding $100,000 and to subcontracts entered into pursuant to such contracts.)

(13) CONTRACTOR shall comply with mandatory standards and policies relating to e nergy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94163, 89 Stat. 871).

A.19.a
Packet Pg. 437
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067)

Exhibit 12-G, FHWA-1273, and Title VI Assurance
00604
2330411.4
EXHIBIT 12-G, REQUIRED FEDERAL-AID CONTRACT LANGUAGE, AND FHWA-1273,

REQUIRED CONTRACT PROVISIONS FOR FEDERAL-AID CONSTRUCTION CONTRACTS, TITLE VI ASSURANCE (US DOT ORDER 1050.2A), AND FEDERAL WAGE DETERMINATION

A.19.a
Packet Pg. 438
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 808 0019 and 808 0020 Federal Project Nos. HSIPL 5441(066) and HSIPL 5441(067)

EXHIBIT 12-G REQUIRED FEDERAL-AID CONTRACT LANGUAGE AND FHWA-1273 (For Local Assistance Construction Projects)

A.19.a
Packet Pg. 439
Attachment: Attachment 1 Agreement (5642 : AUTHORIZATION TO AWARD A CONSTRUCTION CONTRACT TO CHRISP COMPANY FOR THE City of Moreno Valley Project Nos. 801 0019 and 808 0020 – Federal Project Nos. HSIPL-5441(066) & HSIPL-5441(067) Local Assistance Procedures Manual Exhibit 12-G
Required Federal-Aid Contract Language

Page 1 of 25 ends

Moreno Valley City CouncilJanuary 4, 2022

Moreno Valley City Council
January 4, 2022