Palm Springs City Council
May 23, 2024

Item 1D - Page 86

5. EQUIPMENT AND SOFTWARE.
a. During the term of an Order, Customer shall permit Xerox to use such equipment and/or software Customer owns, leases, rents and/or licenses pursuant to a separate agreement that Xerox determines are needed to enable it to provide the Services requested under an Order.
b. Except as otherwise agreed to in a writing signed by the parties, nothing in this Agreement shall be construed as a modification of any Order or separate agreement and no Order shall be affected by the termination of this Agreement.

Customer shall acquire and/or continue, at Customer's sole expense, maintenance and repair service contracts with respect to all of the Third Party equipment and/or software Customer permits Xerox to use to provide Services and Customer hereby authorizes Xerox to contact service providers as is necessary to maintain or repair said Third Party equipment and/or software so that the Services may continue uninterrupted. Customer shall inform said service providers of Xerox's authority to request maintenance and repair services and Customer shall direct them to respond to Xerox's requests for the same. Customer shall grant or transfer to Xerox sufficient rights to use software owned, licensed or otherwise controlled by Customer solely for purposes of Xerox's provision of Services hereunder. c. Customer understands and agrees that Xerox requires certain minimum types and quantities of Products to provide the Services set forth in an Order for the full term of said Services. If, at any time Xerox is required to provide Services, Customer revises or removes Products and Xerox advises Customer that the available Products are no longer sufficient to enable Xerox to meet the requirements to provide said Services, Xerox shall have no liability of any kind or type for its failure to provide the Services until customer enters an Order or separate agreement to provide the requisite Products and they are delivered, installed and made available for Xerox to use to provide said Services. In addition, in no event shall Xerox be responsible for any failure to provide the Services that is caused by the performance of any Third Party equipment and/or software, maintenance or supplies, design implementation or data streams provided by Customer for Xerox to use hereunder. For Califomia locations, Customer agrees to take responsibility for legally disposing of all hazardous wastes generated from the use of Third Party equipment or supplies. d. When returning equipment to Xerox, Customer shall make the Equipment or Third Party equipment, together with any related Software or Third Party software, available for removal by Xerox when requested to do so by Xerox and, at the time of removal, the Equipment or Third Party equipment will be in the same condition as when delivered, reasonable wear and tear excepted.

6. BASIC SERVICES. Unless otherwise stated, Xerox (or a designated servicer) will provide the following Basic Services under an Order for Equipment (unless Customer is acquiring Equipment for which Xerox does not offer Basic Services; such Equipment to be designated as "No Svc:) ·
a. REPAIRS & PARTS. Xerox will make repairs and adjustments necessary to keep Equipment in good working order (including such repairs or adjustments required during initial installation). Parts required for repair may be new, reprocessed, or recovered.
b. HOURS & EXCLUSIONS. Unless otherwise stated, Basic Services will be provided during Xerox's standard working hours (excluding Xerox-recognized holidays) in areas within the United States, its territories, and possessions open for repair service for the Equipment at issue. Customer agrees to give Xerox reasonable access to the Equipment. Basic Services shall cover repairs and adjustments required as a result of normal wear and tear or defects in materials or workmanship (and shall exclude repairs or adjustments Xerox determines to relate to or be affected by the use of options, accessories, or other connected products not serviced by Xerox, as well as any non,-Xerox alterations, relocation, service, supplies, or consumables). Unless otherwise agreed to by the parties in a SOW, Customer agrees to use Equipment in accordance with, and to perform all operator maintenance procedures for Equipment set forth in, the applicable manuals provided by Xerox.
c. INSTALLATION SITE & METER READINGS. The Equipment installation site must conform to Xerox's published requirements throughout the term of an Order. ff applicable, Customer agrees to provide meter readings in the manner prescribed by Xerox. If Customer does not provide Xerox with meter readings as required, Xerox may estimate them and bill Customer accordingly. If Xerox estimates meter reads, any such estimates shall be reconcf/ed in the next invoice issued by Xerox after the receipt of a meter read. d. EQUIPMENT REPLACEMENT. If Xerox is unable to maintain the Equipment as described above, Xerox will, as Customer's exclusivE; remedy for Xerox's failure to provide E>asic Services, replace the Equipment with an identical product or, at Xerox's option, another product of equal or greater capabilities. If a replacement Product is provided pursuant to this Section, there shall be no additional charge for its provision by Xerox and it shall be subject to the terms and conditions of this Agreement; provided however, if the replacement Product is not identical to the Product it replaces, there may be an additional charge for Basic Services for it during any renewal term of the applicable Order.

The End of Service ("EOS") date for a particular model of EOS Equipment is the date after which Xerox has no obligation to maintain such model of EOS Equipment. Notwithstanding anything to the contrary set forth above, Xerox shall have no obligation to replace such EOS Equipment. An EOS Date Equipment List is available upon request. e. CARTRIDGE PRODUCTS. If Xerox is providing Basic Services for Equipment utilizing cartridges designated by Xerox as customer replaceable units, including copy/print cartridges and xerographic modules or fuser modules ("Cartridges"), Customer agrees to use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the United States and the failure to use such Cartridges shall void any warranty applicable to such Equipment. f. PC/WORKSTATION REQUIREMENTS. In order to receive Basic Services and/or Software Support for Equipment requiring connection to a PC or workstation, Customer must utilize a PC or workstation that either (1) has been provided by Xerox or (2) meets Xerox's published specifications.

Form 52554 (January, 2005) XEROX CONFIDENTU-.L Managed Services Agreement Page2of8
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Item 1D - Page 87
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7. reprocessed.

CARTRIDGES.

Remanufactured
Cartridges packed
and reprocessed
with Equipment
Cartridges
and
meet
replacement
Xerox's new
Cartridges
Cartridge
may
performance
be new,
standards
remanufactured
and contain
or I new and/or reprocessed components. To enhance print quality, the Cartridge(s) for many models of Equipment have been designed to cease functioning at a predetermined point. In addition, many Equipment models are designed to function only with Cartridges that are newly manufactured original Xerox Cartridges or with Cartridges intended for use in the U.S.

Equipment configuration that pennits use of non-newly manufactured original Xerox Cartridges may be available from Xerox at an additional charge. Cartridges sold as Environmental Partnership ("EP") Cartridges remain the property of Xerox.

Customer agrees that it shall return all EP Cartridges and may return other Cartridges to Xerox, at Xerox's expense when using Xerox-supplied shipping labels, for remanufacturing once such Cartridges cease functioning.

8. PRICING.
a. Any pricing exhibit ("Pricing Exhibit") attached hereto, shall contain the ten (10) digit contract number ("Contract Number"), tenn, amount of each monthly charge ("Monthly Minimum Chargej and print charges applicable to Equipment ordered hereunder. Pricing shall be as set forth in an Order. The Monthly Minimum Charge is invoiced in advance and any print charges are invoiced in arrears. One time items ("One Time Items') are billed separately from the Monthly Minimum Charge.
b. Except as otherwise set forth herein, Equipment prices on a Pricing Exhibit will not increase during the tenn of said Exhibit. The Monthly Minimum Charge and applicable Print Charges for Equipment ordered from the Pricing Exhibit will not increase during the term set forth on an Order.
c. If Xerox provides or installs Offerings partially and/or early, Xerox will bill Customer on a pro-rata basis, based on a thirty (30) day billing month and the terms and conditions of this Agreement will apply. A request for Services that is outside of Customer's standard working hours will be billed at Xerox's then prevailing overtime rate. d. Except as otherwise set forth in an Order for Products or Services not included on a Pricing Exhibit, Xerox may, upon thirty (30) days prior written notice, adjust prices in the twelfth (1i11) month of the term of such individual Product or Service, and annually thereafter. Each such price adjustment shall not exceed ten percent (10%).

9. VOLUME REVIEW. At Customer's request, the parties may meet annually to review Customer's volume of prints for Equipment for the previous twelve (12) months under one or more Orders based on reporting provided by Xerox. Based on said review, the parties may mutually agree to revise the Prints Included in Minimum and the associated Monthly Minimum Charge in said Order(s).

10. DELIVERIES ANO REMOVAL. Xerox will be responsible for all standard delivery and removal charges. Customer will be responsible for any non-standard delivery and removal charges.

11. PAYMENTS, TAXES & CREDIT HISTORY.
a. PAYMENT. Customer agrees to pay Xerox all payments and all other sums due hereunder within thirty (30) days of the invoice date. Restrictive covenants on instruments or documents submitted for or with payments Customer sends to Xerox will not reduce Customer's obligations.
b. TAXES. Customer shall be responsible for any and all applicable Taxes, which will be included in Xerox's invoice unless Customer provides proof of Customer's tax-exempt status. "Taxes" shall mean any tax, assessment, or charge imposed or collected by any governmental entity or any political subdivision thereof, however designated or levied, imposed on this Agreement or any Order hereunder or the amounts payable to Xerox by Customer for the billing of Services, Management and Staffing Services or Products of any kind. Taxes include, but are not limited to, sales and use, rental, excise, gross receipts and occupational or privilege taxes, plus any interest and/or penalty thereon, but excluding any personal property taxes for Equipment or Third Party equipment leased hereunder and taxes on Xerox's net income. If a taxing authority determines Xerox did not collect all applicable Taxes, Customer shall remain liable to Xerox for such additional Taxes.
c. CREDIT HISTORY. Customer, to the extent required by applicable law, authorizes Xerox (or its agent) to obtain credit reports, make such other credit inquiries as Xerox may deem necessary at any time, furnish payment history information to credit reporting agencies and release to prospective assignees of an Order or any rights hereunder credit-related information Xerox has about Customer.

12. TERMINATION, DEFAULT AND CHANGE IN STAFFING AND MANAGEMENT SERVICES. a. If Customer terminates any Staffing and Management Services, or if Xerox terminates any Staffing and Management Services due to Customer's default, Customer agrees to pay all amounts due Xerox as of that date, together with liquidated damages for toss of bargain and not as a penalty. In the event the County cancels a Services Agreements without cause the County will be billed a sum that is equal to the then current Monthly Minimum Charge for said terminated Staffing and Management Services multiplied by the number of months remaining In the term. b. If Customer requests a change in any of the Services in an Order that leads to a reduction in the Monthly Minimum I
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Charge for Staffing and Management Services, Customer agrees lo pay liquidated damages for loss of bargain and not 1 , . as a penalty, (in the form of ETCs), in an amount equal to the amount of said reduction for the reduced Staffing and Management Services multiplied by the number of months remaining in the term of said reduced Staffing and Management Services, not to exceed six (6) months.
c . For Offerings other than Staffing and Management Services, termination and default shall be governed by the Equipment Lease/Software Terms and Conditions Addendum.

Form 52554 (January, 2005) 1/.EROX CONFIDENT;,_;_ Managed Services Agreement

Item 1D - Page 88
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d. If
section
a unit
of
of
this
Equipment
Agreement
has been
and Xerox
replaced
is unable
by Xerox
to maintain
under the
the
"Equipment
replacement
Replacement"
Equipment
provision
to provide
of
the
the
Services
Basic Services
as set
I
forth herein or in the applicable SOW under an Order, then Customer may tenminate said unit of Equipment and other than payment of the amounts due and owing through the date the terminated Equipment is returned to Xerox, Customer shall have no further financial obligations for said terminated Equipment. e. If a significant business downturn causes the Customer to close its business due to Customer's bankruptcy or an assignment of its business to creditors, Customer may terminate one or more units of Equipment and other than payment of the amounts due and owing through the date the terminated Equipment is returned to Xerox, Customer shall have no further financial obligations for said terminated Equipment.

13. LA TE CHARGES AND OEFAUL T (The following section is deemed deleted to the extent it is in conflict with the terms and condition of County of Los Angeles Contract# 41380). a. For any payment not received by Xerox within ten (10) days of the due date as set forth herein, Xerox may charge, and Customer agrees lo pay, a late charge equal to the higher of five percent (5%} of the amount due or $25 (not to exceed the maximum amount permitted by law) as reasonable collection costs. b. Customer will be in default under an Order if Xerox does not receive any payment within fifteen (15) days after the date it is due or if Customer breaches any other obligation hereunder. c. Xerox's decision to waive or forgive a particular default shall not prevent Xerox from declaring any other default. In addition, if Customer defaults under this Agreement or an Order written hereunder, Customer agrees to pay all of the costs Xerox incurs to enforce its rights against Customer, including reasonable attorneys' fees and actual costs.

14. CONFIDENTIAL INFORMATION. While Xerox is providing Services hereunder, each party will disclose to the other oertain business information identified as confidential ("Confidential Information"). The parties agree that the terms and conditions of this Agreement, any Orders, attachments, exhibits or amendments hereto and Xerox's procedures and operations manuals shall be considered Xerox Confidential Information. Each party wlll make reasonable efforts not to disclose the other party's Confidential Information to any third party, except as may be required by law, unless such Confidential Information: (i) was in the public domain prior to, at the time of, or subsequent to the date of disclosure through no fault of 1 ,. ·
the non-disclosing party; (ii) was rightfully in the non-disclosing party's possession ·or the possession of any third party free of , ..... any obligation of confidentiality; or (iii) was developed by the non-disclosing party's employees or agents independently of and without reference to any of the other party's Confidential Information. The obligations of confidentiality set forth above shall terminate one year after expiration or termination of this Agreement or any Order under which such Confidential Information was disclosed, whichever occurs later.

15. OWNERSHIP OF INTEUECTUAL PROPERTY. Nothing set forth in this Agreement shall disturb the right, title or interest of Customer in any intellectual property or data, software or technical documentation in existence as of the date of this Agreement or an Order hereunder, or independently discovered or developed by Customer during the term of the Agreement or an Order hereunder. Nothing set forth in this Agreement or an Order hereunder shall (i) disturb the right title or interest of Xerox in any intellectual property or data, software or technical documentation in existence as of the date of this Agreement or an Order hereunder or independently discovered or developed by Xerox during the term of the Agreement or an Order 1··· · hereunder; or (ii) grant Customer an ownership interest in any intellectual property or data, processes, procedures, software or technical documentation that may be developed by Xerox, including, but not limited to, discoveries, innovations, creations, ..... trade secrets, copyrights, patents or inven1ions while performing Services hereunder.

16. INTELLECTUAL PROPERTY INDEMNITY. Xerox, at its expense, will defend Customer from, and pay any settlement agreed to by Xerox or any final judgment for, any claim that Equipment or Software infringe a third party's U.S. intellectual property rights, provided Customer promptly notifies Xerox of the alleged infringement and permits Xerox to direct the defense. Xerox is not responsible for any non-Xerox litigation expenses or settlements unless Xerox pre-approves them in writing. To avoid infringement, Xerox may modify or substitute equivalent Equipment or Software and, if purchased or licensed, refund the price paid for the Equipment or Software (less the reasonable rental value for the period it was available to Customer), or obtain any necessary licenses, as applicable. Xerox is not liable for any infringement-related liabilities outside the scope of this Section including, but not limited to, infringement based upon Equipment or Software being modified to Customer's specifications or being used or sold with products not provided by Xerox.

17. CUSTOMER FACILITIES. Customer agrees that all facilities at which the Services are to be provided will fully comply with all applicable laws and regulations.

18. INDEMNIFICATION. Each party agrees, at its expense, if promptly notified by the other and given the right to control the defense, to defend the other (including its directors, officers, employees and agents) from, and to pay any settlement agreed to by the indemnifying party or any ultimate judgment for, all claims by third parties for personal injury (including death) or property damage to the extent proximately caused by the negligent acts or omissions of the indemnifying party, its employees, or representatives in connection with this Agreement or any Order. In addition, Customer agrees, at its 1· · expense, if promptly notified by Xerox and given the right to control the defense, to defend Xerox (including its directors, officers, employees and agents} from, and to pay any settlement agreed to by Customer or any ultimate judgment for, all claims by third parties, including reasonable attorneys' fees and expenses, for infringement of any copyright or other intellectual property rights arising out of or related to performance of Services (including, but not limited to, the reproduction of any materials at Customer's request and/or Xerox's use of software provided by Customer) and, with respect to any claim involving the reproduction of materials at Customer's request, Customer's obligation to indemnify remains in effect even if Xerox and/or any of its directors, officers, employees or agents are alleged or determined to be negligent or otherwise liable for said infringement.

Form 52554 (January, 2005) XEROX CONFIDE~ff\l•i_ Managed Services Agreement

Item 1D - Page 89
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19. and

LIMITATION
to be paid
OF
during
LIABILITY.
the initial
Xerox
term
shall
of any
not
Offering
be liable
subject
to Customer
to an Order
for any
hereunder
direct damages
and neither
in excess
party shall
of the
be
amounts
liable to
paid
the
I
other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this Agreement or any Order written hereunder, whether the claim alleges tortious conduct (including negligence) or any other legal theory.

This limitation of liability shall not be applicable to any specific indemnification obligations set forth in this Agreement. .

20. ASSIGNMENT.
a. If Customer wishes to assign any of its rights or obligations under this Agreement or an Order hereunder, Customer shall provide written notice to Xerox of such request for consent, with said notice including the name of the proposed Customer assignee. Customer's request to assign this Agreement or an Order hereunder will be granted by Xerox if: (i) Customer is not in default under this Agreement, any Order hereunder or other agreement with Xerox; (ii) the proposed Customer assignee agrees to the Section of this Agreement titled "PAYMENT, TAXES AND CREDIT HISTORY" as applicable to it for the purposes of the proposed assignment; (iii) the proposed Customer assignee meets Xerox's then current credit criteria for similar transactions as determined by Xerox in its sole discretion and; (iv) the Customer and proposed Customer assignee execute a writing, in a form acceptable to Xerox, confirming said assignment.

Assignment by Customer requires the written consent of Xerox and may not be accomplished by operation of law. b. Xerox may assign this Agreement, or any Order hereunder, in whole or in part, to a parent, subsidiary or affiliate of Xerox, or to a person or entity for the purposes of securitizing a pool of assets or as part of a third party financial transaction with prior notice to or consent from Customer, provided, however, any proposed assignment to a person or entity not identified previously in this sentence shall require Customer's prior written consent. In the event of an assignment permitted by the preceding sentence, Xerox, without notice to Customer, may release information it has about Customer related to this Agreement. Each successive assignee of Xerox shall have all of the rights but none of the obligations of Xerox hereunder. Customer shall continue to look to Xerox for performance of Xerox's obligations, including the provision of Basic Services, and Customer hereby waives and releases any assignees of Xerox from any claim relating to, or arising from, the performance of Xerox's obligations hereunder. Customer shall not assert any defense, counterclaim or setoff that it may have or claim against Xerox against any assignees of Xerox. In the event of assignment by Xerox, Customer shall remit payments due in accordance with remittance instructions of the assignee.

21. NOTICES.
a.
b.

C.

Except as provided elsewhere in this Agreement, all notices issued hereunder must be in writing and will be deemed given frve (5) days after mailing, or two (2) days after sending by nationally recognized overnight courier. Invoices are not considered notices under this Agreement and are governed by provisions relating specifically thereto.

Except as set forth in c. below, notices shall be sent to Customer's or Xerox's business address, or to such other address designated by either party to the other by written notice given pursuant to this sentence. The term "business address• shall mean, for Customer, the "Bill To" address set forth in an Order and. for Xerox, the inquiry address set forth on the most recent invoice to Customer for the subject Order.

Notices other than those advising of a default related to payment under this Agreement or an Order, which shall be sent to the applicable address in b. above, shall be sent to a party at the address specified in that particular Section of this Agreement or, if there is no such address specified, to the following address for such party:

To Customer: To Xerox:
~&Aw:, f'c..vr\'\ Me"-
sec:.~.., MA-t,1A461.,; 17\1a.a,Mi.iti 01\llSlOH ISO
U>UNN De; U>~ '\N~t£S
II 00 ,-J. eJ\,$1'(',W Ave ~ft\qllS"
L.OS A~<:ie&.e,S l.A qoot-3
Office of General Counsel
Xerox Corporation
800 Long Ridge Road
P. 0. Box 1600
stamford, CT 06904
d. If a party wishes to change the address at which it receives a notice advising it of a default or of an obligation under an indemnification provision if no address is specified in that particular Section of the Agreement, said party may change the address at which it receives such a notice by providing a written notice to the other party as if it was advising such other party of a default hereunder.
~2. FORCE MAJEURE.. Xerox shali not be liable to Customer auring any period in which its performance is delayed or prevented, in whole or in part, by a circumstance beyond its reasonable control, which circumstances include, but are not limited to, the following: act of God (e.g., flood, earthquake, wind); fire; war; act of a public enemy or terrorist; act of sabotage; strike or other labor dispute; riot; misadventure of the sea; inability to secure materials and/or transportation; or a restriction imposed by legislation or an order or a rule or regulation of a governmental entity. If such a circumstance occurs, Xerox shall undertake reasonable action to notify Customer of the same. If any circumstance subject to this Section results in any unit of Equipment to be non-functioning for thirty (30) business days, Customer may terminate the non-functioning unit of Equipment and other than payment of the amounts due and owing through the date the terminated Equipment is returned to Xerox, Customer shall have no further financial obligations for said terminated Equipment.

Form 5255-4 (January, 2005) XERO X CONF!DEN1 1/.,c. Managed SetVices Agreement

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Item 1D - Page 90

23. SOFTWARE
a. SOFTWARE LICENSE. The following tenns apply to copyrighted software and the accompanying documentation, including, but not limited to, operating system software, provided with or within the Equipment acquired hereunder ("Base Software") as well as software specifically set out as "Application Software· on an Order. This license does not apply to any Diagnostic Software, any software/documentation accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement including, but not limited to, any operating system software for Third Party equipment.
(i) Xerox grants Customer a non-exclusive, non-transferable license to use the Base Software within the United States, its territories, and possessions (the "United States") only on or with the Equipment with which (or within which) it was delivered. For Application Software, Xerox grants Customer a non-exclusive, non-transferable license to use this software within the United States on any single unit of Equipment for as long as Customer is current in the payment of any indicated software license fees (including any Annual Renewal Fees). Customer has no other rights to the Base or Application Software and, in particular, may not: (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer this software; (2) activate any software delivered with or within the Equipment in an unactivated state; or, (3) allow others to engage in same. Title to the Base and Application Software and all copyrights and other intellectual property rights in it shall at all times reside solely with Xerox and/or its licensors (who shall be considered third-party beneficiaries of the Agreement's software and limitation of liability provisions).

Base and Application Software may contain, or be modified to contain, computer code capable of automatically disabling proper operation or functioning of the Equipment. Such disabling code may be activated if: (a) Xerox is denied reasonable access to the Base or Application Software to periodically reset such code; (b) Customer has defaulted under an Order; or, (c) such license is tenninated or expires. (ii) Xerox may terminate Customer's license for any Base Software (1) immediately if Customer no longer uses or possesses the Equipment, or (2) upon the termination of any Order or separate agreement under which Customer has acquired the Equipment.
(iii) If Customer transfers possession of the Equipment after Customer obtains title to it, Xerox will offer the transferee a license to use the Base Software within the United States on or with it, subject to Xerox's then-applicable terms and license fees, if any, and provided the transfer is not in violation of XeroX's rights. (iv) Xerox warrants that the Base and Application Software will perform in material conformity with its user documentation for a ninety (90} day period from the date it is delivered or, for software installed by Xerox, the date of software installation. Neither Xerox nor its licensors warrant that the Base or Application Software will be free from errors or that its operation will be uninterrupted. b. SOFTWARE SUPPORT. During the period that Xerox (or a designated servicer) provides Basic Services for the Equipment but in no event longer than five (5) years after Xerox stops taking orders from customers for their acquisition of the subject model of Equipment, Xerox (or a designated servicer) will also provide software support for the Base Software under the following tenns. For Application Software licensed pursuant to this Agreement, Xerox will provide software support under the following tenns provided Customer is current in the payment of all Initial License and Annual Renewal Fees (or, for programs not requiring Annual Renewal Fees, the payment of the Initial License Fee and the annual "Support Only' Fees):
(i) Xerox will assure that Base and Application Software performs in material conformity with its user documentation and will maintain a toll-free hotline during standard business hours to answer related questions. (ii) Xerox may make available new releases of the Base or Application Software that primarily incorporate coding error fixes and are designated as "Maintenance Releases•. Maintenance Releases are provided at no charge and must be implemented within six (6) months after being made available to Customer. Each new Maintenance Release shall be considered Base or Application Software governed by these Software Terms. New releases of the Base or Application Software that are not Maintenance Releases, if any, may be subject to additional license fees at Xerox's then-current pricing and shall be considered Base or Application Software governed by these Software Terms (unless otherwise noted). Xerox will not be in breach of its software support obl.igations hereunder if, in order to implement, in whole or in part, a new release of Base or Application Software provided or made available by Xerox, Customer must procure, at its expense, addiliom,I hardware and/or software from Xerox or any other entity. Customer agrees to return or destroy all prior releases. (iii) Xerox will use reasonable efforts, either directly and/or with its vendors, to resolve coding errors or provide workarounds or patches, provided Customer reports problems in the manner specified by Xerox. (iv) Xerox shall not be obligated (1) to support any Base or Application Software that is two or more releases older than Xerox's most current release or (2) to remedy coding errors if Customer has modified said Software. (v) For Application Software, Xerox may annually increase the Annual Renewal and Support-Only Fees, each such increase not to exceed 10%. For State and Local Government Customers, this adjustment shall take place at the commencement of each of Customer's annual contract cycles.

Form 52554 (January, 2005) XEROX CONFIDENT'> . Managed Services Agreement

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Item 1D - Page 91
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c. DIAGNOSTIC SOFlWARE. Software used to maintain the Equipment and/or diagnose its failures or substandard I performance (collectively "Diagnostic Software") is embedded in, resides on, or may be loaded onto the Equipment.

The Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and/or Xerox's licensors. Customer agrees that (1) .·.

Customer's acquisition of the Equipment does not grant Customer a license or right to use the Diagnostic Software in any manner, and (2) that unless separately licensed by Xerox to do so, Customer will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third parties to do so). Customer agrees at all times (including subsequent to the expiration of the Agreement or an Order hereunder) to allow Xerox to access, monitor, and otherwise take steps to prevent unauthorized use or reproduction of the Diagnostic Software. 24 . ~::;~~~~:~~r
8 ;n~~=~:1!
5 e~t~~i;~~:::~=~e~~~~h~~~~i~~du~l~e~i:n~~~\h~= ~~::~:: ~: :~s OA~:e=:~~ I: ... . authorized to do so on its behalf and, by entering into this Agreement, it will not violate any law or other agreement to which it is a party. In addition, Customer is not aware of anything that will have a material negative effect on its ability to satisfy Customer's payment obligations under this Agreement and all financial information Customer has provided, or will provide, to Xerox is true and accurate and provides a good representation of Customer's financial condition. Each party agrees it will promptly notify the other party in writing of a change in ownership, if it relocates its principal place of business or changes the name of its business.

25. MISCELLANEOUS.
a. This Agreement and any Order hereunder shall be construed under the laws of the State of California (without regard to conflict-of-law principles). Customer and Xerox agree to the jurisdiction and venue of the federal and state courts in Los Angeles, California. In any action to enforce this Agreement or any Order hereunder. If a court finds any tenn of this Agreement or any Order hereunder to be unenforceable, the remaining terms of this Agreement or such Order, as the case may be, shall remain in effect.
b. Xerox may retain a hardcopy, electronic image, photocopy or facsimile of this Agreement and each Order hereunder, which shall be considered an original and shall be admissible in any action to enforce said Agreement or Order. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. In addition, both parties may retain a reproduction of each Order hereunder which shall be admissible in any action to enforce said Order, but only the Order held by Xerox shall be considered an original. .
c. Xerox may accept this Agreement or any Order hereunder either by its signature or by commencing performance (e.g., Equipment delivery, initiating Basic Services, commencement of Services, etc.). d. The following four sentences control over every other part of this Agreement and any Order entered hereunder and over all other documents now or later pertaining to this Agreement or such Order. Customer and Xerox both intend to comply with applicable laws. In no event will Xerox charge or collect any amounts in excess of those allowed by applicable law.

Any part of this Agreement or any Order that would, but for this Section, be read under any circumstances to allow for a charge higher than that allowed under any applicable legal limit, is limited and modified by this Section to limit the amounts chargeable under this Agreement or any Order to the maximum amount allowed under the legal limit. If in any circumstances, any amount in excess of that allowed by law is charged or received, any such charge will be deemed limited by the amount legally allowed and any amount received by Xerox in excess of that legally allowed will be applied to the payment of amounts legally owed hereunder or any Order entered hereunder, or refunded to Customer.

This Agreement, its attachments, any Order hereunder, and the terms of the County of Los Angeles Term Award# 41380 for Photocop;ers constitutes the entire agreement between the parties as to its subject matter and supersedes all prior and contemporaneous oral and written agreements. All changes to this Agreement or an Order must be made in a writing signed by both parties. The parties agree that in the event of a corrflict between the terms of this Agreement and those of the County of Los Angeles Term Award# 41380 tor Photocopiers, the latter shall control.

Form 52554 (January, 2005) XEROX CONFtDENTi_;:;,L Managed Services Agreement

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Item 1D - Page 92
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Name (please print)
lj(lz)
Address
Date
t/ c:mw/2-fl/
5/11/os I
Form 52554 (January, 2005)
Title
Lit '.%06-3 -:-:-~l_B_S"\ __ c.._.____.f-'-1-~_-r_:.,.sr:,___:S<¥-'::::....,__~___:___:~-'--A-_c_4-_ Address
Date
XEROX CONFIDENTIAL Managed Services Agreement

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Item 1D - Page 93

MANAGED SERVICES AGREEMENT
1 EQUIPMENT LEASE/SOFTWARE TERMS & CONDITIONS ADDENDUM
• THIS ADDENDUM ("Addendum") modifies and amends the Managed or (ii) at any time during its term by paying: (a) all amounts then due; (b) the Services Agreement ("Agreement; between Customer and Xerox to which it remaining Monthly Minimum Charges in its term less any unearned finance, • is attached. Unless defined herein, capitalized terms used herein are as maintenance, and supply charges (as reflected on the lessor's books and records); (c) a reasonable disengagement fee calculated by Xerox that will defined in the Agreement. not exceed fifteen percent (15%) of the amount in (b) above (said amount is GENERAL TERMS: The following tenns apply all Equipment available from Xerox upon request); (d) the FMV at the conclusion of the Lease/Software transactions (including Xerox Quoted Offerings): term; and, (e) all applicable Taxes.

1. MONTHLY MINIMUM CHARGE. As set forth on the applicable Order, 6. PROTECTION OF XEROX'S RIGHTS. Customer hereby authorizes the Monthly Minimum Charge for the Equipment or Third Party equipment, Xerox or its agents to file, by any permissible means, financing statements along with any additional Print Charges, cover Customer's cost for the use of necessar; to protect Xerox's rights as the Lessor for leased Equipment or the Equipment or Third Party equipment and its maintenance as descrbed Third Party equipment. Xerox, on Customer's behalf and at Customer's herein for the term specified in the Order. The Monthly Minimum Charge expense, may take any action required to be taken by Customer that may also Include other amounts as agreed to for an Order including, but not customer fails to take under an Order that includes Equipment or Third Party Rmited to, supplies, Software, Third Party software, Services, Xerox Quoted equipment.

Offerings, lease buyout funds, monthly equipment component amounts~ 7. WARRANTY DISCLAIMER & WAIVERS. XEROX DISCLAIMS, AND previous contracts, amounts being financed or refinanced, analyst seMCeS CUSTOMER WAIVES, THE IMPLIED WARRANTIES OF NONand/or customer lraining. INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

2. TITLE, RISK, RELOCATION & USE. Title to the Equipment or Third EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN ANO TO Party equipment shall remain with Xerox untll Customer p~rchases same. If THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER WAIVES Customer acquires title to Equipment or Third Party equipment, Customer ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY must comply with all applicable laws and regulations regarding the export of ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. any commodity, technology and/or software. Customer agrees that: ~9 ADDITIONAL TERMS: The following additional terms apply only to EqUipment or Third Party equipment shall remain personal property; (11) Customer wl not attach any Equipment or Third Party equipment as a the extent that Customer has agreed 1D one or more of the options fixtUre to any real estate; (iii) Customer will not pledge, sub-lease or part with described below in an Order:
possession of Equipment or Third Party equipment or fil~ or permit to ~ . 8. FINANCED SOFTWARE TOTAL. If financing Software or Third Party fled any fien against Equipment or Third ~arty equipment; and, (!Y) software, 1he initial license fees for same set forth in an Order shaE be paid Customer will not make any permanent alterations to Equipm~ or Third for through customer's Monthly Minimum Charge. If Customer breaches the Party equipment. The risk of loss due to Customer's fault or negligence, as license for said Software or Third Party software or any of Customer's well as theft, fife or disappearance, shall pass to Cust~mer_ upon defiv~. obligations regarding Equipment or Third Party equipment, the fuH amount of The risk of loss due to all other causes shall remain with Xerox u!1'il the initial license fees shall be immediately due and payable. Customer l)\lrdlases the Eql.ipment or Third Party equipment. Until title . . passes to Customer, all Equipment and Third Party equipment relocations 9. XER!)X AS FINAN(?IAL IN.~ERME~IARY .. If X~rox aclB as a finallCl81 must be arranged (or approved in advance) by Xerox. While Equipment is intermediary, Customer ts acqumng specifically id~fied products that we~e being relocated, customer remains responsible to make all payments sel~cted by Customer and a~e not sold by Xerox In the normal course of its required LKlder the applicable Order to Xerox. Equipment ~mot b~ b_usI~ess. If Customer has signed a purchase contract for ~ch products, by relocated outside of the United States, its territories or posseSS1ons until S1gnmg an Order h~reunder, Customer assigns Customer's rights but none of Customer has paid in full for the Equipment and has received title thereto. Customer's obfigations under such purchase contract !O Xero~. With regard All parts/materials replaced including as part of an upgrade, will become to these products, Customer agrees that Xerox Is providing them to • Customer "AS IS WHERE ts· AND THAT XEROX HAS NOT MADE, AND Xerox's property. CUSTOMER H.EREBY WAIVES, ANY EXPRESS OR IMPLIED

3. DEFAULT. If Customer defaults under the Agreement or an Orde!, REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING, Xerox, in addition to its othe~ remedies (includ!ng_ the cessation of Bas,c WITHOUT LIMITATION, (l) ANY IMPLIED WARRANTY OF Services), may require immediate payment, as hqu1dated damages for loss MERCHANTABILITY FITNESS FOR PARTICULAR PURPOSE OR NONof bargain and not as a penalty, o~: (i) aD amounts then due; ~i} the INFRINGEMENT, AND (II) ANY REPRESENTATION OR WARRANTY remaining MontNy Minimum Charges m the term less any unearned finance, REGARDING THE PRODUCTS' SUITABILITY, DESIGN, CONDITION, maintenance, and supply charges; (ii) a reasonable disengagement fee DURABILITY, OPERATION, QUALITY OF MATERIALS OR calculated by.Xef'Ox that will not exceed fifteen percent (15%) of the amount WORKMANSHIP, OR COMPLIANCE WITH SPECIFICATIONS OR in (ii) above (said amount is available from Xerox upon request); and, _(rv) an APPLICABLE LAW. Xerox assigns to Customer, to the extent assignable, applicable Taxes. In addition to paying 1he amounts required 111 the any warranty rights It has to these producls (which rights shall revert to Xerox precedng sentence if Customer defaults, Customer shall either (a) make the if Customer breaches this Agreement). Customer agrees (a) that these Equipment or Third Party equipment available for removal by Xe_rox when products are not covered by Xerox's obligation to provide Basic Services; (b) requested to do so by Xerox and, at the time of removal, the Equipment or to maintain a service agreement for these producls with a service provider Third Party equipment will be in the same co~dition as when delivered, acceptable to Xerox throughout the term set forth on the Order for said reasonable wear and tear excepted t, together with _any related S~ftware or products; (c) to pay all personal property taxes related to these products; Third Party software or (b) purchase the Equipment or Third Party and (d) to assign to Xerox any rights Customer has to these products until equipment "AS IS, WHERE IS" a~d WITHOUT ANY WARRA~TY AS_T~ title passes from Xerox to Customer(which, subject to any software ficenses CONDITION OR VALUE by paying Xerox the Furchasi:: Option ana al, surrounding the acquisition of these products, shall occur when Customer applicable Taxes. obtains title to all products covered by the Order).

4. EQUIPMENT STATUS. Unless Customer is acquiring Previously 10. CONSUMABLE SUPPLIES INCLUDED (IN MONTHLY Installed Equipment, Equipment will be either: (i) "Newly Man~ctured:, MINIMUMIPRINT CHARGES). For Equipment Orders lhat include which may contain some recycled _co~ponents that are recondition~d; M consumable supplies in the Print Charges, Xerox (or a designated servicer) "Factory Produced New Model", _which is manufactured and newly sen~rized will provide customer with black toner (excluding highlight color toner), black at a Xerox factory, adds functions _and features to a prod~ct previously developer, copy Cartridges, and, if applicable, fuser agent ("Consumable disassembled to a Xerox predetermined standard, and co~n,s both n~ Supplies") throughout the term of the Equipment Order. For full-color components and recycled components that are recon<i!fion~d; or, (m) Equipment Orders that include Consumable Supplies, Consumable Supplies "Remanufaclured•, which has been factory pr_oduced following disassembly shall also include, as applicable, color toner and developer. Customer to a Xerox predetermined standard and co"!atns both new componen1s and agrees that the Consumable Supplies are Xerox's prop':rty until used by recycled components that are _reconditioned. Xerox makes no · Customer, that Customer will use them only with the Equipment under the representations as to the status of Third Party eq1.11pment. applicable Order, that Customer will return al! Cartridges ~ Xe~ox for

5. PURCHASE OPTIONS. If not in default hereunder, Customer may remanufacturing once they have been run to their cease-functi_on pomt and purchase the Equipment or Third party equipment, "AS IS, WHERE-IS" and that Customer will either return any unused Cons~m~ble Supplies to Xerox, WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE, at (i) the at Xerox's expense when using Xerox-supplied shipping labels, ~t the end of end of its term for i1s Fair Market Value ['FMV"], plus any applicable Taxes, the term of the applicable Equipment Order or destroy them In a manner Form 52557 (January, 2005) XEROX CONFIDENTIAL Pagel of2 I
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Item 1D - Page 94

MANAGED SERVICES AGREEMENT
• EQUIPMENT LEASE/SOFTWARE TERMS & CONDITIONS ADDENDUM
permitted by applicable law. Should Customer's use of Consumable Supplies exceed Xerox's published Consumable Supplies yields for these • items by more than ten percent (10%), Customer agrees that Xerox shall have the right to charge Customer for any such excess usage. When requested by Xerox, Customer shall provide an inventory of Consumable Supplies in its possession and meter readings in the manner prescribed by Xerox.

11. REPLACEMENT/ MODIFICATION OF PRIOR XEROX AGREEMENT
OR ORDER. If so indicated on an Order, said Order will replace or modify a prior agreement between Customer and Xerox covering the specified Equipment or Third Party equipment. If it is a replacement Order, the prior agreement shaU be null and void. If it is a modification, the prior agreement shall remain in effect except that any terms presented in the modification Order that conflict with, or are adcfdionaJ to, any of the tenns in the prior agreement shall take precedence over the terms in the prior agreement for the balance of the replacement Order. Modifications requiring a reamortization of Customer's payments may include a one-time administrative/processing charge that will appear on Customer's first invoice under this revised arrangement.

12. REFINANCE OF PRIOR AGREEMENT OR ORDER. If so indicated on an Order, the balance of Customer's prior indicated agreement with Xerox or a third party shaD be paid for through Customer's Monthly Minimum Charge.

If Customer's prior agreement is with a third party, Customer hereby acknowledges that Customer has the right to terminate that agreement and agrees to provide a statement from the third-party identifying the Equipment or Third Party equipment at issue and the amount to be paid off (as well as a statement from Customer identifying the payee and maifing address for Customer's payoff check). If Customer's prior agreement was with Xerox, this refinance Order shall render Customer's prior agreement null and void.

If Customer breaches the Order, 1he full amount of Customer's prior agreement balance shall be immedlately due and payable.

13. TRADE-IN EQUIPMENT. If Customer is providing trade-in equipment ('Trade-In Equipment') to Xerox under an Order, the following shall apply:

A. TITLE TRANSFER. Customer wanants that Customer has the right to transfer title t'o the Trade-In Equipment and that it has been installed and performing its intended function. Tdle and risk of loss to the Trade-In Equipment shal pass to Xerox when Xerox removes it from CUstomer's premises.

B. CONDITION. Customer warrants that the Trade-In Equipment is in good working order, has not been modified from its original configuration (other than by Xerox), and has a UL label attached. Customer agrees to maintain the Trade-In Equipment at its present site and in substantially its present condition until removed by Xerox.

C.ACCRUED CHARGES. CUstomer agrees to pay all accrued charges for the Trade-In Equipment (up to and including payment of the final principal payment number) and to pay all maintenance, administrative, supply and finance charges for this equipment through the date title passes to Xerox.

STATE AND LOCAL GOVERNMENT CUSTOMER TERMS: The
following additional tenns apply only to transactions with state and local government customers:
current expense and not a debt under applicable state Jaw and no provision of the Agreement constitutes a pledge of Customer's tax or general revenues and any provision that is so construed by a court of competent jurisdiction is void from the inception of the Agreement or an Order.

B. FUNDING. Customer represents and warrants that all payments due and to become due during Customer's current fiscal year are within the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for the acquisition of the Offerings, and that it is Customer's intent to use the Offering for its entire term and to make all payments required under the Agreement. In the event that (i) through no action initiated by Customer, Customer's legislative body does not appropriate funds for the continl.lation of the Agreement or an Order for any fiscal year after the first fiscal year and has no funds to do so from other sources, and (ii) Customer has made a reasonable but unsuccessful effort to find a creditworthy assignee acceptable to Xerox in its sole discretion within Customer's general organization who can oonlinue the Agreement or Order, the Agreement or Order may be terminated. To effect this termination, Customer shall, thirty (30) days prior to the beginning of the fiscal year for which Customer's legislative body does not appropriate funds for such upcoming fiscal year, send Xerox written notice stating that Customer's legislative body failed to appropriate funds and that Customer has made the required effort to find an assignee. Customer's notice must be accompanied by payment of all sums then owed through the current year to Xerox under the Agreement or Order and must certify that the canceled Equipment or Third Party equipment is not being replaced by Eqt.ipment or Third Party equipment performing similar functions during the el'ISUflg fiscal year. In addition, Customer wiO make the Equipment or Third Party equipment, together with any related Software or Third Party sollware, available for removal by Xerox when requested to do so by Xerox and, at the time of removal, the Equipment or Third Party equipment Wift be in the same condition as when delivered, reasonable wear and tear excepted. Customer wiU then be released from Customer's obligations to make any further payments to Xerox beyond those due for the current fiscal year (with Xerox retaining an sums paid to date).

C.TAX TREATMENT. The Agreement or Order has been ·accepted on the basis of Customer's representation that Xerox may claim any irterest paid by Customer as exempt from federal income tax under Se<:tion 103(c) of the Code. Customer agrees to comply with the information reporting requirements of Section 149(e) of the Code. Such compliance shall include, but not be limited to, the execution of 8038-0 or 8038-GC Information Returns. Customer hereby appoints Xerox as Customer's agent to maintain, and Xerox agrees to maintain, or cause to be maintained, a complete and accurate record of all assignments of the Agreement or an Order in form sufficient to comply with the book entry requirements of Section 149(a) of the Code and 1he regulations prescribed thereunder from time to time.

Should Xerox lose the benefit of this exemption as a result of Customer's failure to comply with or be covered by Section 103(c) or ils regulations, then, subject to the availability of funds and upon demand by Xerox, Customer shall pay Xerox an amount equal to its loss in this regard. At the time of execution of the Agreement or an Order, Customer shan provide Xerox with a properly prepared and executed copy of US Treasury Form 8038 or 8038-GC.

14. REPRESENTATIONS & WARRANTIES, FUNDING, TAX O.PAYMENT. Customer's payment is due within thirty (30) days of Xerox's invoice date. TREATMENT & PAYMENT.

A. REPRESENTATIONS & WARRANTIES. Customer hereby represents and warrants, as of the date of the Agreement or an Order that: (i) Customer is a State or a fully constituted political subdivision or agency of the State in which Customer is located and are authorized to enter into, and carry out, Customer's ob6gations under the Agreement and any other documents required to be delivered in connection with the Agreement (collectively, the "Documents"); (ii) the Documents have been duly authorized, executed and delivered by Customer in accordance with au applicable laws, rules, ordinances and regulations (including, but not limited to, au applicable laws governing open meetings, pubfic bidding and appropriations required in connection with the Agreement and the acquisition of the Offerings) and are valid, legal, binding agreements, enforceable in accordance with their terms and the person(s) 'signing the Documents have the authority to do so, are acting with the full authorization of Customer's governing body and hold the offices indicated below their signatures, each of which are genuine; {iii) the Offerings are essential to the immediate performance of a governmental or proprietary function by Customer within the scope of Customer's authority and shall be used during the Offerings' term only by Customer and only to perform such function; and, (Iv) Customer's obligations to remit payments under the Agreement constitute a Form 52557 (January, 2005) XEROX CONFIDEtJTiAL Page 2 of2 I
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Xerox Clarifications to
County of Los Angeles
Request for Quote
RFQ-IS-21260099-1
HOA.103096660.1 Page 1 of 18
RT 09/2020
We have reviewed the County’s Request for Proposal (“RFP”) and have prepared the enclosed Proposal for your consideration. Although the Proposal is based on the requirements included in your RFP, our Proposal does include some responses that are slightly different. This document and our Proposal explain those differences. In addition, we have included some Additional Terms that were not addressed in the County’s RFP. Please note that Xerox's Proposal is contingent upon the accuracy of the information included in the County’s RFP and Xerox’s review of the County’s credit.

Any material change to the information provided by the County, or the County’s credit, may result in a change to Xerox’s offer.

Please note that Xerox agrees to negotiate a solution that is acceptable to both parties if any of the below clarifications or Additional Terms are inconsistent with California law, or are otherwise unacceptable to the County. Our team is also prepared to discuss our Proposal in detail, and adjust our proposed equipment, support services, terms, and/or price offering based on the County’s final requirements. Upon award of this RFP, Xerox agrees to negotiate a Contract that incorporates the mutually agreed terms contained in the County’s RFP, our Proposal, Xerox’s Additional Terms, and any additional negotiated item(s).

Xerox’s Clarifications to the County’s RFP
Xerox provides the following clarifications and comments to the below listed County RFP requirements.

Standard Terms and Conditions

9. All Charges Included. The Xerox offer includes all expenses associated with the Equipment’s freight, its shipment to and removal from the County’s delivery dock, and its inside delivery/removal, excluding any unique delivery or removal expenses. The County will be responsible for any non-standard inside delivery or removal expenses, such as the additional time or resources required to disassemble the equipment due to the lack of adequate facility access or the movement of the equipment up/down stairways using stair creepers. If any excess rigging is required, Xerox will include the details and associated rigging costs with the individual equipment proposal prior to performing the actual service.

35. County’s Quality Assurance Plan. Xerox agrees that the County can terminate the order taking provision of the Agreement based on Xerox’s performance during the annual contract review. However, this cancellation provision does not pertain to any equipment installed under the Agreement prior to the County’s termination of the Lease or Services Order.

In the event the Agreement is terminated, individual Lease and Service equipment placements will continue until their scheduled expiration date, and continue to be governed by, and be subject to, the terms and conditions of the Agreement and Individual Lease, Purchase, or Services Order.

Award Terms and Conditions

2. Delivery. Please note that title to purchased equipment will pass to the County upon the equipment’s installation and title to the equipment acquired under a Lease or Service Order will remain with Xerox until the County exercises the equipment purchase option.

3. Invoices; 4. Prices Sales Tax. The Xerox offer includes all expenses associated with the Equipment’s freight, its shipment to and removal from the County’s delivery dock, and its inside delivery/removal, excluding any unique delivery or removal expenses. The County will be responsible for any non-standard inside delivery or removal expenses, such as the additional time or resources required to disassemble the equipment due to the lack of adequate facility access or the movement of the equipment up/down stairways using stair creepers. If any excess rigging is required, Xerox will include the details and associated rigging costs with the individual equipment proposal prior to performing the actual service. Where applicable, Xerox shall distinguish material costs from labor costs on applicable invoices.

5. Payment Terms. Please note that Xerox will not invoice the County until Xerox has received a signed order or purchase order from the County, and the equipment has been delivered, installed, and is available for the County’s use. Any equipment that does not perform to its published standard will be repaired or replaced at Xerox’s expense provided the equipment is covered under a Lease or Service Order.

6. Warranties. Xerox agrees to repair or replace any Equipment that does not perform to its published specification, provided the Equipment is covered by a Xerox maintenance plan. Any Equipment that needs to be replaced will be replaced with an identical model, or at Xerox’s option a unit with similar capabilities and comparable usage. Please note that Equipment cannot be returned to Xerox unless Equipment’s performance capabilities was misrepresented.

Xerox agrees that it will be responsible for any additional costs incurred by the County if Xerox fails to deliver the requested product(s) or service(s), provided the County notifies Xerox in writing of the performance failure and provides Xerox 30 days to correct a performance failure for a Lease or installment Purchase Order and 60 days for a Service Order. If the performance shortfall is not corrected to the contracted standard within the agreed upon timeframe, Xerox will either issue a check or issue a separate credit invoice to the County. Pending correction of the failure, the County is expected to pay all Item 1D - Page 95
Xerox Clarifications to
County of Los Angeles
Request for Quote
RFQ-IS-21260099-1
HOA.103096660.1 Page 2 of 18
RT 09/2020
undisputed amounts, including the Monthly Minimum Charge, which is not subject to dispute. Xerox agrees that an individual lease, installment purchase or services equipment agreement can be terminated if Xerox fails to correct the identified performance failure within 30 days for Lease Orders and 60 days for Service Orders.

Xerox agrees that the County can terminate the Master Agreement and stop placing additional equipment orders with 30 days prior written notice. However, the cancellation provision does not pertain to any in-place equipment installed under a Lease, Installment Purchase, or Service Agreement prior to the County’s termination notice. In the event the Master Agreement is terminated, individual lease, installment purchase, and service equipment placements will continue until their scheduled expiration date, and continue to be governed by, and be subject to, the terms and conditions of the Agreement and individual Lease Agreement.

7. Cancellation. Xerox agrees that the County can cancel an open/uninstalled equipment order based on a change in its business requirements without penalty. However, this cancellation flexibility does not pertain to any equipment installed under a Lease or Services Order. Any installed equipment will continue until their scheduled expiration date, and continue to be governed by, and be subject to, the terms and conditions of the Agreement and the individual Lease, Purchase, or Services Order.

12. Indemnification; 15. Compliance with Laws. Xerox agrees to defend the County from, and pay any ultimate judgment for, 3rd Party infringement in the United States by Xerox-branded equipment or Xerox-branded software of any U.S. patent, trademark, trade secret, protected semiconductor chip mask work, or copyright if the County promptly notifies Xerox in writing of any alleged infringement and allows Xerox to defend the claim. The County agrees to provide Xerox with all reasonable assistance that Xerox may require, and that the County will do nothing to compromise Xerox’s defense or settlement of the claim. Xerox is not responsible for any non-Xerox litigation expenses or settlements unless Xerox agrees to them in writing. Xerox is not liable for any infringement due to equipment or software being made or modified by the County, or the County’s requested specifications or designs; or equipment / software being used or sold in combination with equipment, software, or supplies not provided by Xerox. Xerox makes no other express or implied warranty of non-infringement and has no other liability for infringement or any damages. To avoid an infringement (even if not alleged), Xerox may modify or substitute an equivalent Xerox-brand Product, refund the price paid for the Xeroxbrand Product (less the reasonable rental value for the period it was available to you), or obtain any necessary licenses.

13. Default . Xerox agrees that it will be responsible for any additional costs incurred by the County if Xerox fails to deliver the requested product(s) or service(s), providing the County notifies Xerox in writing of the performance failure and provides Xerox 30 days to correct the performance for a Lease or installment Purchase Order, or 60 days for a Services Order. Pending correction of the failure, The County is expected to pay all undisputed amounts including the Monthly Minimum Charge, which is not subject to dispute. Xerox agrees that all individual lease installment purchase or services equipment agreement can be terminated if Xerox fails to correct the identified performance failure within 30 days for Lease Orders and 60 days for Service Orders.

17. Force Majeure. Xerox agrees that neither party will be in breach of their performance obligations if a force majeure event prevents the party from fulfilling its obligations. The County’s payment obligation will be suspended with respect to any Equipment that is rendered inoperable during a force majeure event if Xerox is prevented from providing maintenance services. The payment suspension will continue until the end of the force majeure event or until Xerox restores the Equipment to operating condition. If payment is suspended, the term of this Agreement will be extended for a period equal to the County’s payment suspension.

19. Most Favored Nation. Please note that Xerox price offering provided under this Contract represent the maximum prices that the County will be charged during the Contract term. Order time promotions, and other discounts based on the type(s) and number of products ordered, and the equipment installation term are also available. Xerox cannot guarantee the price relationship of this offer to other Xerox contract offerings, as this contract has been customized based on the specific equipment quantities, impression volumes, agreement term, and service/support requirements included in the County’s RFP. Additionally, Xerox does not have the means to compare an Individual County equipment order with any other customer order. However, Xerox agrees to review the County’s contract price offering every 24-months and to adjust, as appropriate, the mutually agreed go-forward price for future order activity only.

21. Acceptance. Unless the Lease or Service Order is preceded by a Trial Order, the Equipment will be deemed accepted on the equipment’s installation date, which is the date Xerox determines the equipment to be operating satisfactorily, as demonstrated by the successful completion of diagnostic routines, and is available for the County’s use. The Installation Date for equipment and software designated as “Customer Installable” w2ill be the Equipment delivery date. Any Equipment that does not perform to its published specification will be repaired or replaced by Xerox at its expense, provided the Equipment is covered by a Xerox warranty or maintenance plan. Any Equipment that needs to be replaced will be replaced with an identical model, or at Xerox’s option, a unit with similar capabilities, and comparable usage.

32. Payroll Records. Xerox agrees, upon reasonable written request, to make available to the County the financial and other records that are required to substantiate the Services and accurate billings under the Agreement, and excludes any information deemed by Xerox to be confidential or proprietary.

Item 1D - Page 96
Xerox Clarifications to
County of Los Angeles
Request for Quote
RFQ-IS-21260099-1
HOA.103096660.1 Page 3 of 18
RT 09/2020
Records Retention and Audit. Federal or State Funded Purchases. Xerox agrees, upon reasonable written request, to make available to the County the financial and other records that are required to substantiate the Services and accurate billings under the Agreement, and excludes any information deemed by Xerox to be confidential or proprietary.

devices contain a comprehensive imaging overwrite feature. The image overwrite, when turned on at install, will overwrite job data stored on the hard drive based on an On-Demand, Immediate, or Scheduled basis. Use of this overwrite function assures that the residual data from any copy, print, or scan will be overwritten using a U.S. Department of Defense recommended 3-pass process. The use of the Immediate or Scheduled feature ensures that the hard drive is sanitized following the overwrite program execution without requiring any additional actions on the part of the user or Xerox.

Other Items

or affiliate of Xerox, or to securitize the Equipment under the Agreement. Such assignment will be transparent to the County. Although the assignee will have all of the Agreement rights, Xerox will continue to be responsible for the provision of maintenance services and all other contractual obligations, with all payments continuing to be made to Xerox. Xerox will not assign the contract to any external third party financing organization without the County’s prior written consent. An assignment of the maintenance services will require the County’s prior written consent. Selected services, such as the equipment delivery and removal, supply deliveries and customer training may be performed by authorized Xerox contractors.

deliveries and removals during off-peak hours consistent with the end user’s business requirements.

Xerox agrees that the County can terminate the order taking provision of the Agreement based on Xerox’s performance during the annual contract review. However, this cancellation provision does not pertain to any Equipment installed under the Agreement prior to the County’s termination of the Lease or Services Order. In the event the Agreement is terminated, individual Lease and Service equipment placements will continue until their scheduled expiration date, and continue to be governed by, and be subject to, the terms and conditions of the Agreement and individual Lease, Purchase, or Services Order.

Special Terms and Conditions.

County if Xerox fails to deliver the requested product(s) or service(s) providing the County notifies Xerox in writing of the performance failure and provides Xerox 30 days to correct a performance failure for a Lease or installment Purchase Order and 60 days for a Service Order. Pending correction of the failure, the County is expected to pay all undisputed amounts, including the Monthly Minimum Charge, which is not subject to dispute. Xerox agrees that an individual lease, installment purchase, or services equipment agreement can be terminated if Xerox fails to correct the identified performance failure within 30 days for Lease Orders and 60 days for Service Orders. Xerox agrees that the County can terminate the Master Agreement and stop placing additional equipment orders with 30 days prior written notice. However, this cancellation provision does not pertain to any in-place equipment installed under a Lease, Installment Purchase, or Service Agreement prior to the County’s termination notice. In the event the Master Agreement is terminated, individual lease, installment purchase, and service equipment placements will continue until their scheduled expiration date, and continue to be governed by and be subject to the terms and conditions of the Agreement and the individual Lease Agreement.

installation and title to the Equipment acquired under a Lease or Service Order will remain with Xerox until the County exercises the Equipment purchase option.

manufactured or factory produced new model equipment, both of which are currently manufactured by Xerox and defined as new. None of the equipment provided will be remanufactured, reconditioned, recycled, refurbished, or used, although the equipment may contain some recycled components that meet newly manufactured standards. Regardless of the equipment type provided, the County will be the first user of the newly manufactured and factory produced new model equipment.

published specification, provided the Equipment is covered by a Xerox maintenance plan. Any Equipment that needs Item 1D - Page 97
Xerox Clarifications to
County of Los Angeles
Request for Quote
RFQ-IS-21260099-1
HOA.103096660.1 Page 4 of 18
RT 09/2020
to be replaced will be replaced with an identical model, or at Xerox’s option a unit with similar capabilities and comparable usage. Please note that Equipment cannot be returned to Xerox unless Equipment’s performance capabilities was misrepresented.

Xerox agrees that it will be responsible for any additional costs incurred by the County if Xerox fails to d4eliver the requested product(s) or service(s), provided the County notifies Xerox in writing of the performance failure and provides Xerox 30 days to correct a performance failure for a Lease or installment Purchase Order and 60 days for a Service Order. If the performance shortfall is not corrected to the contracted standard within the agreed upon timeframe, Xerox will either issue a check or issue a separate credit invoice to the County. Pending correction of the failure, the County is expected to pay all undisputed amounts, including the Monthly Minimum Charge, which is not subject to dispute.

Xerox agrees that an individual lease, installment purchase or services equipment agreement can be terminated if Xerox fails to correct the identified performance failure within 30 days for Lease Orders and 60 days for Service Orders.

Xerox agrees that the County can terminate the Master Agreement and stop placing additional equipment orders with 30 days prior written notice. However, the cancellation provision does not pertain to any in-place equipment installed under a Lease, Installment Purchase, or Service Agreement prior to the County’s termination notice. In the event the Master Agreement is terminated, individual lease, installment purchase, and service equipment placements will continue until their scheduled expiration date, and continue to be governed by, and be subject to, the terms and conditions of the Agreement and individual Lease Agreement.

maximum prices that the County will be charged during the Contract term. Order time promotions, and other discounts based on the type(s) and number of products ordered, and the equipment installation term are also available. Xerox cannot guarantee the price relationship of this offer compared to other Xerox contract offerings, as this contract has been customized based on the specific equipment quantities, impression volumes, agreement term, and service/support requirements included in the County’s RFP. Additionally, Xerox does not have the means to compare an individual County equipment order with any other Customer order. However, Xerox agrees to review the County’s contract price offering every 24 months and adjust the mutually agreed go-forward price for future order activity only.

purchase order from the County, and the equipment has been delivered, installed, and is available for the County’s use.

deliver the requested product(s) or service(s), providing the County notifies Xerox in writing of the performance failure and provides Xerox 30 days to correct the performance for a Lease or Installment Purchase Order, or 60 days for a Service Order. Pending correction of the failure, the County is expected to pay all undisputed amounts, including the Monthly Minimum Charge, which is not subject to dispute. Xerox agrees that an individual lease, installment purchase or services equipment agreement can be terminated if Xerox fails to correct the identified performance failure with 30 days of Lease Orders and 60 days for Service Orders.

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Xerox Additional Terms
Article One: General Terms

1. Products. “Products” means Xerox-brand equipment (“Equipment”), Licensed Software (as defined below) and supplies identified in this Agreement “Third Party Products” means the third party hardware (“Third Party Hardware”), third party software (“Third Party Software”) and/or third-party hosted service product (“Third Party Software as a Service” or “Third Party SaaS”) identified in this Agreement. Products and Third Party Products are for your business use (not resale) in the United States and its territories and possessions ("U.S.") and will not be used for personal, household or family purposes.

2. Order Documents.

A. Contract & Order Acceptance. Xerox may accept the Contract or any Order under the Contract either by Customer’s written signature on the Contract or Xerox Order Document or upon receipt of Customer’s signed purchase order.

B. Order Documents. Customer may issue purchase orders or other Customer documents, or use Xerox order forms (“Order” or “Agreement” document(s)) for order entry purposes only, describing the acquisitions under the Contract, specifying Customer’s requested shipment date, installation site, bill-to address, quantities ordered, product description including any Trade-In Equipment, components, pricing, and installation term. Regardless of the form, the Order Documents must reference the Customer or Xerox Contract number. Notwithstanding anything contained in any Order Document which is at variance with or additional to the Contract, Order Documents will incorporate and be subject solely to the terms and conditions of the Contract, except for additional Xerox agreement terms and conditions related to options selected by Customer. Xerox reserves the right to review and approve Customer’s credit prior to acceptance of an Order Document, and Customer authorizes Xerox or its agent to obtain credit reports from commercial credit reporting agencies.

C. Upon acceptance by Xerox, the Order Document creates an Individual Agreement for the Products identified under the Contract.

D. Xerox reserves the right to review and approve Customer’s credit prior to acceptance of an Order Document and Customer authorizes Xerox or its agent to obtain credit reports from commercial credit reporting agencies.

Order Documents may be submitted by hard copy or electronic means and those submitted electronically will be considered: (i) a “writing” or “in writing”; (ii) “signed” by Customer; (iii) an “original” when printed from electronic records established and maintained in the ordinary course of business; and, (iv) valid and enforceable.

3. Relocation. Until Customer has paid in full under a Purchase or Installment Purchase or while Equipment and/or Third Party Hardware is subject to a Lease or Services Order, all Equipment and/or Third Party Hardware relocations must be arranged, or approved in advance, by Xerox. The relocation will be at Customer's expense and while the Equipment is being relocated, Customer remains responsible to make all payments under the applicable Order.

4. Supplier Equipment Provided
Trade-In Equipment. Customer warrants that Customer has the right to transfer title to the equipment Customer is trading in as part of an Order ("Trade-In Equipment"), and that the Trade-In Equipment is in good working order and has not been modified from its original configuration (other than by Xerox). Title and risk of loss to the Trade-In Equipment will pass to Xerox when Xerox removes the Trade-In Equipment from Customer‘s premises. Customer will maintain the Trade-In Equipment at its present site and in substantially the Trade-In Equipment’s present condition until removed by Xerox. Customer will pay all accrued charges for the Trade-In Equipment, up to and including payment of the final principal payment number and all applicable maintenance, administrative, supply and finance charges until Xerox removes the Trade-In Equipment from the Customer’s premises.

5. Funding. Customer represents and warrants that all payments due and to become due during Customer’s current fiscal year are within the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for the lease / purchase / acquisition of the Products, and it is Customer’s intent to use the Products for the entire contract term and to make all payments required under the Contract or an Order. If (i) through no action initiated by Customer, Customer’s governing body does not appropriate funds for the continuation of the Contract or an Order for any fiscal year after the first fiscal year and has no funds to do so from other sources, and (ii) Customer has made a reasonable but unsuccessful effort to find a creditworthy an assignee acceptable to Xerox in its sole discretion within Customer’s general organization who can continue the Contract or an Order, the Contract or the Order may be terminated. To effect this termination, Customer must, 30-days prior to the beginning of the fiscal year for which Customer’s governing body does not appropriate funds for the upcoming fiscal year, notify Xerox that Customer’s governing body failed to appropriate funds and that Customer has made the required effort to Item 1D - Page 99
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find an assignee. Customer’s notice must be accompanied by payment of all sums then owed through the current year under the Contract or any Order, and must certify that canceled Equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year. Customer agrees to release the Equipment to Xerox and, when returned, the Equipment will be in good condition and free of all liens and encumbrances. Customer will then be released from any further payments obligations beyond those payments due for the current fiscal year.

6. Maintenance Services. Except for Equipment and/or Third Party Hardware identified as "No Svc.", Xerox (or a designated servicer) will keep the Equipment and/or Third Party Hardware in good working order (“Maintenance Services”). Maintenance Services are provided as a mandatory part of a Lease or Rental or Maintenance Order.

The service technicians assigned to provide Basic Services will have the expertise, skills, training, and professional education to perform the Basic Services in a professional manner. The provision of Maintenance Services is contingent upon Customer facilitating timely and efficient resolution of Equipment and/or Third Party Hardware issues by: (a) utilizing Customer-implemented remedies provided by Xerox; (b) replacing Cartridges; and (c) providing information to and implementing recommendations provided by Xerox telephone support personnel. If an Equipment and/or Third Party Hardware issue is not resolved after completion of (a) through (c) above, Xerox will provide on-site support as provided herein. Maintenance Services will be provided during Xerox's standard working hours in areas open for repair service for the Equipment and/or Third Party Hardware. Maintenance Services excludes repairs due to: (i) misuse, neglect or abuse; (ii) failure of the installation site or the PC or workstation used with the Equipment and/or Third Party Hardware to comply with Xerox's published specifications or Third Party Hardware vendor’s published specifications, as applicable; (iii) use of options, accessories or products not serviced by Xerox; (iv) nonXerox alterations, relocation, service or supplies; or (v) failure to perform operator maintenance procedures identified in operator manuals. Replacement parts may be new, reprocessed or recovered and all replaced parts become Xerox's property. As your exclusive remedy for Xerox's failure to provide Maintenance Services on the Equipment, Xerox will, for 5 years after the installation date of the initial unit or the initial Term of the Agreement, whichever is longer, replace the Equipment with an identical model or, at Xerox's option, another model with comparable features and capabilities. There will be no additional charge for the replacement Equipment during the remainder of the initial Term. If Xerox is unable to keep a unit of Equipment in good working order after the period noted above, either party may terminate Maintenance Services for that unit without any penalties or early termination charges upon not less than 30 days written notice to the other party. If you do not provide a meter reading for Equipment not capable of Remote Data Access, or if Remote Data Access is interrupted, Xerox may estimate the reading and bill you accordingly. For Third Party Hardware identified as “No Svc.”, you shall enter into a maintenance agreement with the Third Party Hardware vendor or its maintenance service provider, who shall be solely responsible for the quality, timeliness and other terms and conditions of such maintenance services. Xerox shall have no liability for the acts or omissions of such third party service provider.

7. Replacement Parts. Replacement parts may be new, reprocessed or recovered and all replaced parts become Xerox’s property.

8. Installation Site. Customer is responsible for all physical, mechanical, and electrical expenses associated with preparing and maintaining the Equipment installation site, and agrees to give Xerox reasonable access to the Equipment and to provide Xerox adequate storage space for a reasonable quantity of replacement parts and supplies.

9. Cartridges. If Xerox is providing Maintenance Services for Equipment utilizing cartridges designated by Xerox as customer replaceable units, including copy/print cartridges and xerographic modules or fuser modules ("Cartridges"), Customer agree to use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the U.S. Cartridges packed with Equipment and replacement Cartridges may be new, remanufactured, or reprocessed.

Remanufactured and reprocessed Cartridges meet Xerox's new Cartridge performance standards and contain new and/or reprocessed components. To enhance print quality, Cartridge(s) for many models of Equipment have been designed to cease functioning at a predetermined point. In addition, many Equipment models are designed to function only with Cartridges that are newly manufactured original Xerox Cartridges or with Cartridges intended for use in the U.S.

10. Consumable Supplies Consumable Supplies vary depending upon the Equipment model. If “Consumable Supplies” are included in the Maintenance Plan features, Consumable Supplies ,include: : (i) for black and white Equipment, standard black toner and/or dry ink, black developer, Copy Cartridges, and, if applicable, fuser agent required to make impressions; (ii) for full color Equipment, the items in (i) plus standard cyan, magenta, and yellow toners and dry inks (and their associated developers); and, (iii) for Equipment identified as “Phaser”, only, if applicable, black solid ink, color solid ink, imaging units, waste cartridges, transfer rolls, transfer belts, transfer units, belt cleaner, maintenance kits, print Cartridges, drum Cartridges, waste trays and cleaning kits. Unless otherwise set forth in an Order, Consumable Supplies excludes paper and staples. Consumable Supplies are Xerox's property until used by Customer, and Customer will use Consumable Supplies only with the Equipment for which “Consumable Supplies” is Item 1D - Page 100
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identified in the Maintenance Plan Features. If Consumable Supplies are furnished with recycling information, Customer will return the used item to Xerox for remanufacturing. Shipping information is available at Xerox.com/GWA. Upon the expiration of this Agreement, Customer will include any unused Consumable Supplies with the Equipment for return to Xerox at the time of removal. If Customer’s use of Consumable Supplies exceeds Xerox's published yield by more than 10%, Xerox will notify Customer of such excess usage. If such excess usage does not cease within 30-days after such notice, Xerox may charge Customer for such excess usage. Upon request, Customer will provide current meter reads and/or an inventory of Consumable Supplies in its possession. Xerox may charge a shipping and handling fee for consumable supplies.

11. Commencement and Installation Dates The initial Term of a Lease, Rental, Maintenance or Services Order that includes Equipment and/or Third Party Hardware will commence on the “Installation Date”, which means: (a) for Equipment installed by Xerox, the date the parties determine the Equipment to be operating satisfactorily and is available for Customer’s use, as demonstrated by successful completion of diagnostic routines; and (b) for Equipment designated as “Customer Installable”, the Equipment delivery date.

12. Replacement. Xerox will, as Customer’s exclusive remedy for Xerox’s failure to provide Maintenance Services, replace the Equipment with an identical model or, at Xerox’s option, another Xerox-branded model with comparable features and capabilities. There will be no additional charge for the replacement Equipment during the remainder of the Equipment’s Agreement Term.

13. End of Service. Xerox has no obligation to maintain or replace Equipment beyond the Equipment’s “End of Service” date for that particular model of Equipment. End of Service means the date announced by Xerox after which Xerox will no longer, offer maintenance services or parts for a particular Equipment model. An End of Service Equipment List is available upon request.

14. Delivery and Removal. Equipment prices include standard delivery charges for all Equipment and, for Equipment for which Xerox retains ownership, standard removal charges.

15. Remote Services.

Certain models of Equipment are supported and serviced using data that is automatically collected by Xerox or transmitted to or from Xerox by Equipment connected to Customer’s network ("Remote Data") via electronic transmission to a secure off-site location ("Remote Data Access"). Remote Data Access also enables Xerox to transmit to Customer Releases for Software and to remotely diagnose and modify Equipment to repair and correct malfunctions Examples of Remote Data include product registration, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code data. Remote Data Access may be used by Xerox for billing, report generation replenishment, support services, recommending additional products and services, and product improvement/development purposes. Remote Data will be transmitted to and from Customer in a secure manner specified by Xerox. Remote Data Access will not allow Xerox to read, view or download any Customer data, documents or other information residing on or passing through the Equipment or Customer’s information management systems. Customer grants the right to Xerox, without charge, to conduct Remote Data Access for the purposes described above. Upon Xerox’s request, Customer will provide contact information for Equipment such as name and address of Customer contact and IP and physical addresses/locations of Equipment.

Customer will enable Remote Data Access via a method prescribed by Xerox, and Customer will provide reasonable assistance to allow Xerox to provide Remote Data Access. Unless Xerox deems Equipment incapable of Remote Data Access, Customer will ensure that Remote Data Access is maintained at all times Services are being performed.

16. Warranty Disclaimer & Waivers. XEROX DISCLAIMS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

17. Limitation of Liability. Except for personal injury (including death), property damage, or intellectual property indemnity indemnification obligations set forth in the Contract, Xerox will not be liable to Customer for any direct damages relating to the Contract or any Order written hereunder in excess of the sum of the amounts paid and to be paid during the initial Term of the applicable Order. Neither party will be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to the Contract or any Order written hereunder, whether the claim alleges tortious conduct (including negligence) or any other legal theory.

18. Amendment. All changes to this Agreement or any Order must be made in a writing signed by both parties.

19. Notices.

A. Unless provided otherwise in this Agreement, notices under this Agreement or any Order must be sent in writing to the party's address at the end of this Agreement. Notices will be deemed given 5 days after mailing by first class mail, 2 days after sending by nationally recognized overnight courier, or on the date of electronic confirmation of receipt of a facsimile transmission, when followed by mailing of such notice as provided herein.

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B. Invoices are not considered notices under this Agreement. All payment related notices under an Order will be sent: (a) to Customer at the "Bill to" address in the Order, and (b) to Xerox at the inquiry address on the most recent invoice. All other notices under this Agreement or an IA shall be sent to a party at its address or facsimile number below. Either party may change its address or facsimile number for receipt of notice by notifying the other party at its address or facsimile number below.

To Customer: To Xerox:

Office of General Counsel
Xerox Corporation
201 Merritt 7
Norwalk, CT 06851-1056

20. Miscellaneous.

A. Communication. Customer authorizes Xerox or its agents to communicate with Customer by any electronic means (including cellular phone, email, automatic dialing and recorded messages) using any phonenumber (includingcellular)orelectronicaddressCustomer providestoXerox.

B. Contract Documents. Each party may retaina reproduction (e.g.,electronic image, photocopy, facsimile) of this Agreement and each Order under the Agreement, which will be admissible inany action to enforce it.

C. Data Security. Certain models of Equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability, and use of data security features are solely Customer's responsibility. Upon request, Xerox will provide additional information to Customer regarding the security features available for particular Equipment models.

D. Taxes. You will be responsible for all applicable taxes, fees or charges of any kind (including interest and penalties) assessed by any governmental entity on this Agreement or the amounts payable under this Agreement ("Taxes"), which will be included in Xerox's invoice unless you timely provide proof of your tax exempt status. Taxes do not include personal property taxes in jurisdictions where Xerox is required to pay personal property taxes, and taxes on Xerox's income. This Agreement is a lease for all income tax purposes and you will not claim any credit or deduction for depreciation of the Equipment and/or Third Party Hardware, or take any other action inconsistent with your role as lessee of the Equipment and/or Third Party Hardware.

E. Protection of Xerox Rights. You authorize Xerox or its agent to file, by any permissible means, financing statements necessary to protect Xerox's rights as lessor of the Equipment and/or Third Party Hardware. You will promptly notify Xerox of a change in ownership, or if you relocate your principal place of business or change the name of your business.

21. Default. Customer will be indefault under an Order ifXerox does not receive any payment within 15days after the date it is due (45-days after the invoice date) or Customer breaches any other obligation under this Agreement, anyOrder,oranyotheragreementwithXerox
Software

22. Software License. Xerox grants Customer a non-exclusive, non-transferable license to use (a) the software and accompanying documentation provided with the Xerox-brand Equipment and/or Third Party Hardware ("Base Software”) only with the Xerox-brand Equipment and/or Third Party Hardware with which it was delivered; and (b) Software and/or Third Party Software that is set forth as a separate line item in this Agreement ("Application Software") (including its accompanying documentation) and may only be used on any single unit of Equipment or Third Party Hardware, as applicable, for as long as Customer is current in the payment of all applicable software license fees. “Base Software” and “Application Software” are referred to collectively as “Licensed Software”. • Customer has no other rights and may not: (a) copy, distribute, modify, create derivatives of, decompile, or reverse engineer Licensed Software; (b) activate Licensed Software delivered with the Equipment or Third Party Hardware in an inactivated state; or (c) allow others to engage in same. • Title to, and all intellectual property rights in, Licensed Software will reside solely with Xerox and/or its licensors, who will be considered third-party beneficiaries of this Section. • The Base Software license will terminate: if (i) you no longer use or possess the Equipment and/or Third Party Hardware; (ii) you are a lessor of the Equipment and/or Third Party Hardware and your first lessee no longer uses or possesses it; or (iii) upon the expiration of any individual Agreement under which Customer has rented or leased the Equipment, and/or Third Party Hardware, as applicable. unless Customer has exercised an option to purchase the Equipment and or Third Party Hardware as applicable.

County of Los Angeles
1100 N. Eastern Ave.

Rm G115
Los Angeles, CA 90063
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• Neither Xerox nor its licensors warrant that Software will be free from errors or that its operation will be uninterrupted. • Licensed Software may contain code capable of automatically disabling the Equipment. Disabling code may be activated if: (x) Xerox is denied access to periodically reset such code; (ii) you are notified of a default under this Agreement; or (iii) your license is terminated or expires The foregoing terms do not apply to Diagnostic Software or to Licensed Software/documentation accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement.

23. Software Support. Except for Products and/or Third Party Products identified as "No Svc.", Xerox (or a designated servicer) will provide the software support set forth below (“Software Support”). For Base Software for Equipment, Software Support will be provided during the initial Term of the applicable Order and any renewal period but in no event longer than 5 years after Xerox stops taking customer orders for the subject model of Equipment. For Base Software for Third Party Hardware Software Support will be provided during the initial Term and any renewal period but in no event longer than the Third Party Hardware vendor provides similar support for it, For Application Software, Software Support will be provided as long as Customer is current in the payment of all applicable software license and support fees.
• Xerox will maintain a web-based or toll-free hotline during Xerox’s standard working hours to report Licensed Software problems and answer Licensed Software-related questions. • Xerox, either directly or with its vendors, will make reasonable efforts to: (a) assure that Licensed Software performs in material conformity with its user documentation; (b) provide available workarounds or patches to resolve Licensed Software performance problems; and (c) resolve coding errors for (i) the current Release and (ii) the previous Release for a period of six (6) months after the current Release is made available to Customer. Xerox will not be required to provide Software Support if Customer has modified the Licensed Software. • New releases of Licensed Software that primarily incorporate compliance updates and coding error fixes are designated as "Maintenance Releases" or “Updates”. Maintenance Releases or Updates that Xerox may make available will be provided at no charge and must be implemented within 6 months. New releases of Licensed Software that include new content or functionality (“Feature Releases”) will be subject to additional license fees at Xerox’s then-current pricing.

Maintenance Releases, Updates, and Feature Releases are collectively referred to as “Releases”. Each Release will be considered Licensed Software governed by the Licensed Software License and Software Support provisions of the Contract, unless otherwise noted. Implementation of a Release may require Customer to procure, at Customer’s expense, additional hardware, and/or software from Xerox or another entity. Upon installation of a Release, Customer will destroy all prior Releases.. For Third Party Software identified as “No Svc.”, you shall enter into a support agreement with a Third Party Software vendor or its support services provider, who shall be solely responsible for the quality, timeliness and other terms and conditions of such support services. Xerox shall have no liability for the acts or omissions of such third party support services provider.

24. Diagnostic Software. Software used to evaluate or maintain the Equipment ( "Diagnostic Software") is included with the Equipment. Diagnostic Software is a valuable trade secret of Xerox. Title to Diagnostic Software will remain with Xerox or its licensors. Xerox does not grant you any right to use Diagnostic Software, and you will not access, use, reproduce, distribute or disclose Diagnostic Software for any purpose (or allow third parties to do so). You will allow Xerox reasonable access to the Equipment to remove or disable Diagnostic Software if you are no longer receiving Maintenance Services from Xerox, provided that any on-site access to your facility will be during your normal business hours. Customer agrees at all times to allow Xerox reasonable access to the Equipment to access, monitor, and otherwise takes steps to prevent unauthorized use or reproduction of Diagnostic Software, provided that such access to Customer’s facility will be during normal business hours.

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Article Two: Specific Terms for Lease Orders
These Lease Terms are in addition to Xerox’s Additional Terms:

1. Non-Cancelable Agreement. LEASE ORDERS CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER’S OBLIGATION TO MAKE ALL PAYMENTS, AND TO PAY ANY

OTHER AMOUNTS DUE OR TO BECOME DUE, IS ABSOLUTE AND UNCONDITIONAL AND NOT SUBJECT TO

DELAY, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF XEROX'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. ANY CLAIM AGAINST XEROX MUST BE ASSERTED IN A SEPARATE ACTION AND SOLELY AGAINST XEROX.

2. Title and Risk of Loss. Until you exercise your Purchase Option: (a) Title to the Equipment and Third Party Hardware will remain with Xerox; (b) Equipment and Third Party Hardware will remain personal property; (c) you will not attach the Equipment or Third party Hardware as a fixture to any real estate; (d) you will not pledge, sublease, or part with possession of the Equipment or Third party Software, or file, or permit to be filed, any lien against the Equipment or Third Party Software; and, (e) you will not make any permanent alterations to the Equipment or Third Party Hardware. Risk of loss passes to you upon delivery and remains with you until Xerox removes such Equipment and/or Third Party Hardware. You will keep the Equipment and Third Party Hardware insured against loss or damage and the policy will name Xerox as a loss payee. If Customer self-insures such policy, Customer shall respond with regards to a loss as if there is such a policy in place.

3. Lease Commencement and Term. The initial Term for each unit of Equipment and/or Third Party Equipment will commence upon the delivery of customer-installable Equipment and/or Third Party Equipment; or the installation of Xerox-installable Equipment and/or Third Party Equipment (“Commencement Date”) and will continue for the number of full calendar months shown as “Lease Term” on the face of this Agreement. Any partial month in the Term will be billed on a pro rata basis, based on a 30 day month. For Equipment and Third Party Hardware, unless either party provides notice of termination at least 30-days before the expiration of the initial Term, it will renew on a month-tomonth basis at the same prices, and the same terms and conditions. During the renewal period, either party may terminate the Equipment and/or Third Party Hardware upon at least 30-days notice. Upon termination, Customer will make the terminated Equipment and/or Third Party Hardware available for removal by Xerox. At the time of removal, the Equipment and/or Third Party Hardware will be in the same condition as when delivered (reasonable wear and tear excepted).

4. Invoicing. The Minimum Lease Payment, which may include a monthly copy allowance (guaranteed number of copies), plus any additional Print Charges covers the cost of (i) the use of the equipment; (ii) the equipment’s maintenance; and (iii) consumable supplies, if applicable. The Minimum Lease Payment will commence following the Equipment’s installation and is billed monthly. Charges for excess prints will be reconciled and billed monthly or quarterly, as applicable in arrears. Xerox is responsible for paying and reporting personal property taxes on equipment acquired under a lease arrangement.

5. Refinanced Amounts. The “Amount Refinanced” is included in the amount financed under the Order. If the Amount Refinanced is under an order with a third party, Customer acknowledges that they have the right to terminate the agreement and Customer will provide Xerox with a statement from the third party identifying the equipment at issue, the amount to be paid off, and the payee’s name and mailing address. If the Amount Refinanced is under an agreement with Xerox, the refinancing will render Customer’s prior Lease Agreement null and void. If Customer breaches any of its obligations under the Refinanced Lease Agreement, the remaining Amount Refinanced amount will be immediately due and payable.

6. End of Term Lease Options. The following options are available for Equipment under an Individual Lease Agreement.

A. Fair Market Value, Lease Purchase Option. If not in default hereunder, Customer may purchase the Equipment, "AS IS, WHERE IS" and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE, at the end of the initial Term for the “Purchase Option” indicated on the face of the Contract (i.e., either a set dollar amount or the fair market value of the Equipment at the expiration of the initial Term), plus all applicable Taxes. Notwithstanding Customer’s exercise of the Purchase Option, Xerox will thereafter continue to provide Customer with Maintenance Services and, if applicable, Consumable Supplies pursuant to the terms of the Lease Order and bill Customer therefor until either party provides no less than 30 days notice to terminate.

B. Fixed Purchase Option Purchase Option. If not in default hereunder, Customer may purchase the Equipment, "AS IS, WHERE-IS" and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE” (1) at the end of the initial Term of a Lease Order for the purchase option indicated in the Order, plus all applicable Taxes.

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C. Lease Renewal Option. Unless either party provides notice of termination at least 30-days before the end of the initial Term of an Order, the Order will automatically renew on a month-to-month basis at the same price, and the same terms and conditions. During the renewal period, either party may terminate an Individual Lease Agreement upon at least 30-days notice.

D. Lease Return. Upon termination, Customer will make the Equipment available for removal by Xerox. At the time of removal, the Equipment will be in the same condition as when delivered, reasonable wear and tear excepted.

7. Customer Default & Xerox Remedies. If Customer defaults under the Contract or any Order, Xerox may, in addition to its other remedies (including cessation of Maintenance Services), remove the Equipment and Third Party Hardware at Customer’s expense and require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest from the due date until paid as allowed under California law; (b) the Minimum Payments (less the Maintenance Services and Consumable Supplies components thereof, as reflected on Xerox's books and records) remaining in the Equipment and/or Third Party Hardware Order Term, discounted at 4% per annum; (c) the applicable fair market value / fixed purchase amount Purchase Option if applicable, and (d) all applicable Taxes.

If Customer notifies Xerox and makes the Equipment and/or Third Party Hardware available for removal by Xerox or the third party provider within 30-days after the notice of default, in the same condition as when delivered (reasonable wear and tear excepted), Customer will receive a credit for the fair market value / fixed purchase amount of the Equipment as determined by Xerox, less any costs incurred by Xerox.

8. Finance Lease. A LEASE IA IS A "FINANCE LEASE" UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL

CODE AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED UNDER THIS AGREEMENT, AND TO THE EXTENT PERMITIED BY CALIFORNIA LAW. In the event of any conflict between your rights as a Lessee under Article 2A and this Agreement, this Agreement shall control

9. Fixed Purchase Option Tax Treatment (where applicable). Xerox has accepted the Contract and each Order based on Customer’s representation that Xerox may claim any interest paid by Customer as exempt from federal income tax under Section 103(c) of the Code. Customer will comply with the information reporting requirements of Section 149(e) of the Code. Such compliance includes the execution of 8038-G or 8038-GC Information Returns. Customer appoints Xerox as Customer’s agent to maintain, and Xerox will maintain, or cause to be maintained, a complete and accurate record of all assignments of the Contract or an Order under the Contract in form sufficient to comply with the book entry requirements of Section 149(a) of the Code and the regulations prescribed there under from time to time. Should Xerox lose the benefit of this exemption as a result of Customer’s failure to comply with or be covered by Section 103(c) or its regulations, then, subject to the availability of funds and upon demand by Xerox, Customer will pay Xerox an amount equal to its loss in this regard. Customer will provide Xerox with a properly prepared and executed copy of US Treasury Form 8038 or 8038-GC.

End of Lease Terms
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Article Three: Specific Terms for Purchase and Maintenance Orders These Purchase and Maintenance Terms are in addition to Xerox’s Additional Terms.

1. Cash Purchase.
i. Title and Risk. Title and risk of loss or damage to Equipment and/or Third Party Equipment will pass to Customer upon delivery, installation, and activation of the equipment as demonstrated by the successful completion of diagnostic routines and performance confirmation that the equipment is running and is available for the County's use.
ii. Payment. Customer’s payment under a Cash Purchase Order shall consist of the Net Price amount for the Equipment and/or Third Party Equipment purchased there under and all applicable Taxes. iii. Remedies. If Customer defaults under this Agreement or a Cash Purchase IA, Xerox, in addition to its other remedies (including the cessation of Basic Services if applicable), may require immediate payment of all amounts then due (including all applicable Taxes).

2. INSTALLMENT PURCHASE (where applicable). The following additional terms and conditions apply to installment Purchase Orders:
i. Title and Risk. Title and risk of loss or damage to Equipment and/or Third Party Hardware will pass to Customer upon delivery, installation, and activation of the equipment as demonstrated by the successful completion of diagnostic routines and performance confirmation that the equipment is running and is available forthe County's use. UntiltheProducts are paidinfull, Customer will insuretheProducts againstlossordamage ii. Payment. Customer’s payment under an Installment Purchase Order shall consist of the Installment Purchase Payments, along with a separate maintenance charge for the provision of Maintenance Services, if applicable, and all applicable Taxes.
iii. Remedies. If Customer defaults under the Contract or an Installment Purchase Order, Xerox, in addition to its other remedies, including the cessation of Maintenance Services, may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest on all amounts due from the due date until paid as allowed under California law: and (b) the remaining Installment Purchase Minimum Payments in the Installment Purchase Order term less any unearned finance charges as reflected on Xerox’s books and records, and (3) all applicable Taxes. In addition, if an Installment Purchase includes maintenance, Xerox may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (1) the lesser of the remaining Minimum Periodic Base Payments in the IA's term or six (6) such payments for one-year agreements (and twelve (12) such payments for multi-year agreements); and, (2) all applicable Taxes. iv. Prepayment of Balance. Customer, at any time, may prepay the remaining principal balance on an Installment Purchase IA, thereby eliminating the obligation to pay future finance charges.

3. Maintenance Terms for Customer Owned Equipment
i. Individual Agreement Term. An Individual Maintenance Agreement will commence at the end of any warranty period and expire on the last day of the 12th, 24th, 60th, 48th or 60th full calendar month thereafter, as applicable. ii. Individual Agreement Pricing. Except for fixed prices as agreed to by the parties in a Maintenance Order, Xerox may, annually increase the Periodic Base and PrintCharges with thirty (30) days prior written notice, and such increases, including Consumable Supplies, if applicable, shall not exceed fivepercent (5%). iii. Payment. Each Minimum Periodic Base Charge includes a Periodic Minimum Number of Prints (“Minimum Prints”). The Minimum Periodic Base Charge, along with any additional Print Charges for prints made in excess of the Minimum Prints and all applicable Taxes, cover Customer’s cost for the Equipment’s maintenance, provided as Maintenance Services in an Individual Maintenance Order written hereunder. The Minimum Periodic Base Charge will be billed in the month due and additional Print Charges are billed in arrears. iv. Remedies. If Customer defaults under the Contract or an Individual Maintenance Order, Xerox, in addition to its other remedies (including the cessation of Maintenance Services), may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest on all amounts due from the due date until paid at the rate as allowed under California law; and (b) the lesser of (i) the remaining Minimum Periodic Base Charge in such Individual Maintenance Agreement’s term or six (6) such payments for one year agreements or twelve (12) such payments for multi-year agreements; and, (c) all applicable Taxes.

End of Purchase and Maintenance Terms Orders
Signature: __________________
Name: Theodore Lo____________________
_
Title: _______________________
Date: ______________________
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Article Four: Specific Terms for Services Orders
(Services Master Agreement “SMA”)
This Services Terms are in addition to Xerox’s Additional Terms:

1. SCOPE. The SMA sets forth the terms and conditions under which Customer may establish one or more Services Contracts for the acquisition of Services, Maintenance Services and Products to be provided to Customer’s in its U.S. locations in accordance with the terms and conditions stated in this Agreement, any Services Contracts and any applicable Orders. i. Products means Xerox Products and/or Third Party Products supplied by Xerox and provided to Customer pursuant to an Order.
ii. Services means managed services (e.g. copy center and mailroom services), consultative services, and/or professional services, including, but not limited to, assessment, document management, and managed and centralized print services, as more fully described in the applicable Order. Standard back-office administrative and contract support functions, such as billing, contract management and order processing, are not Services, but are included in the pricing provided for the Services hereunder.
iii. Services Contract means the applicable terms and conditions of this Agreement, the first Order having a particular assigned Services Contract number, and each additional Order, if any, with the same Services Contract number. iv. Services Software means software products used to provide certain Services (both a server component and/or client component to be installed on end user’s workstations, mobile devices and/or laptops) that may include one or more of the individual software modules identified on a Statement of Work or Order. v. Xerox Products means Equipment, Software and Consumable Supplies acquired pursuant to this Agreement. vi. Third Party Products means, collectively, Third Party Hardware and Third Party Software.

SMA

2.ORDERS. For purposes of this Article Four, Order means a document that Xerox requires for processing of orders for Services, Maintenance Services and/or Products hereunder, which may specify the contracting parties and location(s) where the foregoing will be provided; Customer’s requested shipment date; the Products that Customer will purchase, lease, rent or license; the Services and/or Maintenance Services that Xerox will provide; the applicable Charges and expenses; the term during which the Services, Maintenance Services and/or Products described therein shall be provided; the Xerox-provided contract number; and any applicable SLA’s. SLA’s or Service Level Agreements mean the levels of performance for the Services, if applicable, as set out in the applicable Order. a. Xerox may accept Orders either by its signature or by commencing performance. Xerox reserves the right to review and approve Customer’s credit, or in the case of an Order by an Eligible Affiliate, such Eligible Affiliate’s credit, prior to acceptance of an Order and the entity placing the Order hereby authorizes Xerox or its agent to obtain credit reports from commercial credit reporting agencies for this purpose Orders for Services, Maintenance Services, and/or Products are grouped into Services Contracts. Each separate Services Contract will be established when the first Order is placed that bears a new Services Contract number assigned by Xerox and Xerox accepts that Order. Each Services Contract will be assigned its own Services Contract number that will consist of this Agreement’s number followed by a three-digit extension.

Each Services Contract constitutes a separate contract under this Agreement. Customer may add Services, Maintenance Services or Products to an existing Services Contract by submitting additional Orders referencing the applicable Services Contract number and may also be in the form of a Services and Solutions Order (“SSO”), a Xerox Order Agreement (“XOA”) (which is used solely for an outright purchase by Customer under the EP module of this Agreement), an eCommerce Order (which is used solely for electronic ordering through an eCommerce Portal, or a Customer-issued PO. A Statement of Work may be part of an Order but cannot function as a stand-alone ordering document Each Services Contract will consist of the terms and conditions of this Agreement, the first Order under the Services Contract number and each additional Order with the same Services Contract number.
b. Unless Customer provides notice in writing at least 30 days before the end of the term of an Order of its intention not to renew, the Order will renew automatically on a month-to-month basis on the same terms and at the same price. c. Orders may be submitted via hard copy or electronic means and those submitted electronically by Customer shall be considered for all purposes to (i) be a “writing” or “in writing”; (ii) be “signed”; (iii) constitute an “original” when printed from electronic records established and maintained in the ordinary course of business; and, (iv) be valid and enforceable.

3.TERM.

This SMA shall commence on the Effective Date and shall continue for a term of months ("Initial Term", and continue on a month-to-month basis, unless expressly renewed by mutual written agreement or terminated by either party upon 30 days’ written notice. Upon termination, Customer shall permit Xerox to enter Customer Facilities for purposes of removing the Products owned by Xerox and/or Xerox Tools. Each Order hereunder shall have its own term, which shall be Signature: __________________
Name:odore Lo____________________
_
Title: _______________________
Date: ______________________
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stated in the Order. In the event the Agreement is terminated, each Services Contract in effect at such time shall remain in full force and effect until the expiration or termination of all Orders constituting such Services Contract (including any extensions or renewals thereof) and shall at all times be governed by, and be subject to, the terms and conditions of this Agreement as if this Agreement were still in effect. Termination of any Order shall not affect this Agreement or any other Orders then in effect. Customer Facilities mean means those facilities controlled by Customer where Xerox performs Services or provides Products.

5. CHARGES. Charges shall mean the fees payable by Customer for Services, Maintenance Services and/or Products as specified in this Agreement.
a. Charges for the particular Services, Maintenance Services, and/or Products will be set forth in an Order and are exclusive of any and all Transaction Taxes. Xerox’s then current overtime rates will apply to Services requested and performed outside Customer’s standard working hours.
b. In the event Xerox provides Supplier Equipment to Customer, the following terms shall apply unless otherwise specified in an Order:
i. Unless Supplier Equipment is purchased by Customer, Xerox (or the applicable third party vendor) shall at all times retain title to the Supplier Equipment. Customer hereby authorizes Xerox or its agents to file financing statements necessary to protect Xerox’s rights to the Supplier Equipment. Customer will promptly notify Xerox, in writing, of any change in ownership, or if it relocates its principal place of business or changes the name of its business. The risk of loss or damage to the Supplier Equipment shall pass to Customer upon delivery to the site where Xerox performs the Services and/or Maintenance Services and/or provides Products, as applicable. Customer will insure the Supplier Equipment against loss or damage and the policy will name Xerox as loss payee. ii. Customer agrees to use the Supplier Equipment in accordance with, and to perform, all operator maintenance procedures for the Supplier Equipment described in the applicable Documentation made available or provided by Xerox. The Customer shall not (unless the Supplier Equipment is Purchased Equipment, and then only with Xerox’s prior consent):
a. sell, charge, let or part with possession of the Supplier Equipment; b. remove the Supplier Equipment from Customer Facilities in which it is installed; or c. make any changes or additions to the Supplier Equipment.

6. PAYMENT. Customer agrees to pay Xerox all undisputed amounts due under each invoice via check, Automated Clearing House debit, Electronic Funds Transfer, or direct debit from Customer’s bank account within 30 days after the invoice date.

Restrictive covenants submitted for or with payment to indicate that it is in full satisfaction of an invoice will not operate as an accord and satisfaction to reduce Customer’s payment obligations if it is not, in fact, full payment. If Customer disputes any amount included in an invoice, then (i) Customer must notify Xerox of the dispute in writing, (ii) such notice shall include a description of the items Customer is disputing and the reason such items are being disputed; and (iii) Customer shall promptly exercise its best efforts to work with Xerox to resolve such dispute. Pending resolution of such disputed amount, Customer shall pay any and all undisputed amounts within 30 days of invoice date, including the MMC which Customer agrees shall not be subject to dispute at any time.

11. PERSONNEL. Xerox agrees to comply with Customer's internal policies Customer provides to Xerox in writing for security and safety that are reasonable and customary under the circumstances, and that do not conflict with this SMA. Customer will provide Xerox with reasonable prior notice of such policies and any changes thereto. Neither party shall, directly or indirectly, actively solicit the employment of the other party's staff providing Services hereunder, which includes Xerox's agents, and their supervisors during the term of this SMA and for a period of one (1) year thereafter. Employment arising from inquiries received via advertisements in newspapers, job fairs, unsolicited resumes, or applications for employment shall not be considered active solicitation.

12. SERVICES AND THIRD PARTY PRODUCT WARRANTY / WARRANTY LIMITATIONS, AND WARRANTY DISCLAIMER/ WAIVER.
a. SERVICES WARRANTY. Xerox agrees to perform the Services in a professional manner consistent with applicable industry standards. Xerox will re-perform any Services not in compliance with this representation and brought to Xerox’s attention in writing within 30 days after such Services are performed, which shall be the exclusive remedy for such non-compliance.

Xerox; provided however, in no event will Xerox be responsible for any delay or failure to perform the Services or provide Products including achieving any associated SLAs or other requirements in the applicable SOWs, DOSs or Orders, to the extent that such delay or the failure is caused by: (i) Customer’s failure or delay in performing its responsibilities under this Agreement; (ii) reasons outside Xerox’s reasonable control, including Customer Assets (means all hardware, equipment, fixtures, software networks, work space, facilities, services and other assets owned, leased, rented, licensed or controlled by Customer (including Existing Equipment and Existing Software) that Customer makes available to Xerox to enable Xerox to fulfill its obligations under an Order), Customer’s content or materials, or delays or failures Item 1D - Page 108
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by Customer’s agents, suppliers or providers of maintenance and repair services for Customer Assets; or (iii) unauthorized modifications to Equipment, Software or Third Party Hardware.

Warranty Disclaimer and Waiver for Services. TO THE MAXIMUM EXTENT PERMITIED BY APPLICABLE LAW, THE

EXPRESS WARRANTIES SET FORTH INTHIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS

OR IMPLIED, AND XEROX DISCLAIMS AND CUSTOMER WAIVES ALL OTHER WARRANTIES FOR SERVICES,

INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
c. THIRD PARTY PRODUCT WARRANTY. Where Xerox in its sole discretion selects and supplies Third Party Products, Xerox warrants they will operate substantially in conformance with applicable SLAs or other requirements in the Order. Customer’s sole remedy for breach of this warranty is to return the Third Party Product to Xerox and then receive a refund of any fees paid for such non-conforming Third Party Product, less a reasonable usage fee. If Customer requests a specific Third Party Product, Xerox will pass-through as permitted any third party warranties. d.EQUIPMENT WARRANTY. Any Equipment warranty to which Customer is entitled shall commence upon the Date of Installation. Use by Customer of consumables not approved by Xerox that affect the performance of the Equipment may invalidate any applicable warranty.

THE WARRANTIES AND GUARANTEES SET FORTH IN THIS SMA ARE EXPRESSLY CONDITIONED UPON THE USE

OF THE SERVICES AND PRODUCTS FOR THEIR INTENDED PURPOSE IN THE SYSTEMS ENVIRONMENT FOR

WHICH THEY WERE DESIGNED AND SHALL NOT APPLY TO ANY SERVICES OR PRODUCTS WHICH HAVE BEEN

SUBJECT TO MISUSE, ACCIDENT, ALTERATION OR MODIFICATION BY CUSTOMER OR ANY THIRD PARTY (EXCEPT AS SPECIFICALLY AUTHORIZED IN WRITING BY XEROX.)

13. Confidential Information.
a. Obligations. Information exchanged under this Agreement will be treated as confidential if it is identified as confidential at disclosure or if the circumstances of disclosure would indicate to a reasonable person that the information should be treated as confidential. Each party agrees not to disclose any confidential information without the other party’s prior written consent. Any services procedures manuals and Xerox’s Intellectual Property are Xerox Confidential Information. Private Information is Customer’s Confidential Information. Confidential Information may only be used for the purposes of receiving the benefit of or fulfilling obligations under this Agreement, and shared with employees, agents or contractors with a need to know such information to support the foregoing purposes. Confidential Information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the termination or expiration of this Agreement or the Order under which such Confidential Information was disclosed, whichever occurs later. The duration of confidentiality obligations with respect to Private Information shall be governed by applicable Privacy Laws. These obligations of confidentiality will not apply to any Confidential Information that: (1) was in the public domain prior to, at the time of, or subsequent to the date of disclosure through no fault of the receiving party; (2) was rightfully in the receiving party’s possession or the possession of any third party free of any obligation of confidentiality; (3) was developed by the receiving party’s employees independently of and without reference to any of the other party’s Confidential Information; or (4) where disclosure is required by law or a government agency; provided, however, as to a requirement to disclose Confidential Information per clause (4), that party will (x) notify the disclosing party of the obligation to make such disclosure, and (y) reasonably cooperate with the disclosing party if the disclosing party seeks a protective order. b. Residual Rights. Each party understands that the other party shall be free to use for any purpose the Residuals resulting from access to Confidential Information as a result of the performance of its obligations under an Order, provided that such party shall maintain the confidentiality of such Confidential Information as provided herein. Neither party shall pay royalties for the use of Residuals. However, the foregoing shall not be deemed to grant either party a license under the other party’s copyrights or patents.

14. Intellectual Property.
a. Xerox Tools may be used by Xerox to provide certain Services, as set forth in an Order or a Statement of Work.

Xerox and its licensors will at all times retain all right, title and interest in and to Xerox Tools including without limitation, all intellectual property rights therein, and, except as expressly set forth herein or as set forth in an SOW where limited access to the Xerox Device Manager (XDM) may be granted for a specific purpose, no rights to use, access or operate the Xerox Tools are granted to Customer. Xerox Tools will be installed and operated only by Item 1D - Page 109
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Xerox or its authorized agents. Customer will not decompile or reverse engineer any Xerox Tools, or allow others to engage in same. Customer will have access to Remote Data and reports generated by the Xerox Tools and stored in a provided database as set forth in the applicable SOW. Xerox may remove Xerox Tools at any time in Xerox’s sole discretion, provided that the removal of Xerox Tools will not affect Xerox’s obligations to perform Services, and Customer shall reasonably facilitate such removal.
b. Each party will retain ownership of its Intellectual Property. Each party grants the other a limited, nonexclusive, royalty-free right and license to use the other party’s Intellectual Property (excluding the Xerox Tools) in the U.S. only to the extent necessary for such party and its designees to receive the benefit of, and/or, fulfill its obligations under this Agreement. Neither party will (i) distribute, copy, modify, create derivatives of, decompile, or reverse engineer the Intellectual Property of the other or, (ii) allow others to engage in same, except as permitted by applicable law or as expressly permitted under this Agreement or the applicable SOW.
c. The parties acknowledge and agree that no Intellectual Property will be created or transferred under this Agreement. If the scope of the parties’ relationship changes to include creation or transfer of Intellectual Property, that activity will be addressed in a separate written agreement. d. If the Products or Services are configured to provide output (excluding Remote Data), including modification or transformation of Customer Information, Customer shall be the sole owner of any such output in any format or media obtained by use of the Products or Services and may freely use and disclose such output to any third party. Examples of output include scans and printed output of Customer Information processed by Equipment.

15. Indemnification.

A. Xerox agrees, atitsexpense , ifpromptly notified by Customerandgiventherighttocontrol the defense, will defend Customer from, and pay any settlement agreed to by Customer or any ultimatejudgment for, all claims by third parties for personal injury (including death) or tangible property damage to the extent proximately caused by the willful misconduct or negligent acts or omissions of Xerox, its officers, employees, or agents in connection with this Agreement. Customer may procure its own representation and participate in the defense at its own expense. Xerox is not responsible for any Customer litigation expenses or settlements unless Xerox pre-approves them in writing.

B. Xerox shall, if promptly notified by Customer and given the right to control the defense, indemnify, defend and hold harmless Customer, its Affiliates and their respective officers, directors, employees, agents, successors and assigns, for all Claims, that Xerox Products or Customer’s use of the Services provided by Xerox under this Agreement infringe a U.S. patent, copyright or other intellectual property right ) to the extent any Claim is based on or arises out of any (i) Services performed using Customer Assets, Customer Information or other materials provided to Xerox by Customer for which Customer failed to provide sufficient rights to Xerox; (ii) infringement by Services resulting from Customer’s direction, specification or design; (iii) modification or alteration to such Xerox Products or Services not approved in writing by Xerox; (iv) any combination or use of the Xerox Products or Services not approved in writing by Xerox; (v) use of the Xerox Products or Services not in accordance with the applicable Documentation; or (vi) Customer’s failure to use corrections or enhancements to the Xerox Products provided by Xerox. If a Claim is made or appears likely to be made pursuant to this Section, Customer agrees to permit Xerox, at Xerox’ sole option and expense, to obtain the right to enable Customer to continue to use such Xerox Products, to make them non-infringing or to replace them with items that are at least functionally equivalent. If Xerox determines that none of these alternatives is reasonably available, Customer agrees to return such Xerox Products to Xerox upon Xerox’ written request. Xerox will then give Customer a refund equal to the amount Customer paid Xerox for such Xerox Products less a reasonable usage fee.

C. Xerox will not pay any settlement agreed to by Customer for any third party claims subject to b(i)- Item 1D - Page 110
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(vi) above or for infringement of any intellectual property rights arising out of or related to performance of Services using Customer Assets, Customer Content or other materials pursuant to Customer's request or direction or for Customer's breach of the first sentence of the Section herein titled "INTELLECTUAL PROPERTY". Customer is not responsible for Xerox litigation expenses or settlements unless Customer pre-approves them inwriting.

16. Limitation of Liability. Except for personal injury (including death), property damage, or intellectual property damages as defined herein, Xerox shall not be liable to Customer, in the aggregate,for any direct damages in excess of the amounts paid by Customer to Xerox during the twelve (12) months prior to the claim or $50,000, whichever is greater, and neither party shall be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this SMA or any Order hereunder, whether the claim alleges tortious conduct (including negligence) or any other legal theory. This limitation of liability shall not be applicable to any specific indemnification obligations set forth in this SMA or to Customer's breach of confidentiality obligations regarding the Xerox Tools.

17. Services
a. Scope of Services
Subject to the terms and conditions of this Agreement, Services will be performed by Xerox and/or its Affiliates in accordance with the requirements set forth in an Order. If Customer fails to perform or is delayed in performing any of its responsibilities under this Agreement, such failure or delay may prevent Xerox from being able to perform any part of the Services or Xerox-related activities. Xerox shall be entitled to an extension or revision of the applicable term of the Order (which may include setting a new expected date for commencement of Services) or to an equitable adjustment in performance metrics associated with such failure or delay.
b. License Grant: Xerox grants Customer a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services only for the purpose of such Customer and its designees receiving the benefit of the Services set forth in the applicable SOW. c. Charges for Services
Charges for Services are set forth in the applicable Order. Charges that are indicated in an Order as being fixed are not subject to an annual percentage escalation for the initial term of such Order; otherwise, Xerox may increase Charges for Services annually by an amount no greater than the CPI Adjustment Percentage. If Xerox provides Services partially or early (for example, prior to the start of the initial term of an Order), Xerox will bill Customer on a pro rata basis, based on a 30 day month, and the terms and conditions of this Agreement will apply.
d. Use of Subcontractors
Xerox may, when it reasonably deems it appropriate to do so, subcontract any portion of the Services.

Xerox shall remain responsible for any Services performed by subcontractors retained by Xerox to the same extent as if such Services were performed by Xerox. e. Services Scope Changes
Except as otherwise set forth in an Order, either party may propose to modify the then-existing Services that are described in an Order, or to add new Services under a Services Contract. If Xerox determines such changes are feasible, Xerox will prepare and propose to Customer an Order incorporating the requested in scope Service changes and any related impact to the Charges or terms. Once Customer executes and Xerox accepts the Order and the Customer's required order, Xerox will promptly proceed with the new and/or revised Services in accordance with the terms of the Order and this Agreement.

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18. Reports. Upon Customer's request, Xerox may issue mutually agreed upon reports reflecting information that is accurate at the time the report is issued, including estimates of information based on pending Orders.

19. Data Protection/Privacy.
a. To the extent that Privacy Laws are applicable to Customer and Xerox in connection with the performance of Services, each party agrees to comply with the applicable provisions of such Privacy Laws.
b. Xerox has adopted reasonable physical, technical and organizational safeguards designed to prevent accidental, unauthorized or unlawful loss, disclosure, access, transfer or use of Private Information. Xerox will promptly notify Customer in the event of any known unauthorized or unlawful loss, disclosure, access, transfer or use of Private Information. *** End of Services Offering ***
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ***End of Clarifications and Additional Terms ***
Xerox Corporation
Signature:

Name : Michael Cornell
Title : Finance Director
Date: 12/29/2020
County of Los Angeles
Signature: __________________
Name: _Theodore Lo__________
_
Title: _Purchasing Manager_________
Date: _12-29-20________________
Item 1D - Page 112
Current: Proposed: REVISED 4.12.2024
Site Location Equipment
make Equipment model Equipmentserial number Lease Payment Prorated PurchasedUnits B/W
Monthly
Usage

B/W CPC
Color
Monthly
Usage
Color CPC Monthly Usage Overages C
ol
u
New Make / Model Proposed Configuration Lease Payment Monthly Maint.

Base
B/W AMV B/W Monthly
Included
B/W CPC Color AMV
Color
Monthly
Included
Color CPC Monthly Usage Overages
Fire Dept Fire Department XEROX Xerox AltaLink C8055 8TB605044 859 0.0049$ 1,347 $0.0490 $ 70.21 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 859 $ 0.0049 1,347 $0.0490 Fleet Fleet Management XEROX Xerox AltaLink B8055 Y4X856805 826 0.0049$ $ 4.05 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 826 $ 0.0049 $0.0490 Vacation Rentals Vacation Rentals XEROX Xerox AltaLink B8055 Y4X842063 1,530 0.0049$ $ 7.50 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,530 $ 0.0049 $0.0490 Facilities Facilities XEROX Xerox AltaLink B8055 Y4X856438 1,088 0.0049$ $ 5.33 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,088 $ 0.0049 $0.0490 Desert Highland Desert Highland/Tram View XEROX Xerox AltaLink B8055 Y4X849215 1,033 0.0049$ $ 5.06 Xerox AltaLink C8155 55 ppm, copy, print, scan, FAX, staple 1,033 $ 0.0049 $0.0490 Police Police (Admin.) XEROX Xerox AltaLink B8055 Y4X855835 2,695 0.0049$ $ 13.21 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 2,695 $ 0.0049 $0.0490 Police Police (Detective Bureau) XEROX Xerox AltaLink B8055 Y4X859377 2,295 0.0049$ $ 11.25 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 2,295 $ 0.0049 $0.0490 Police Police (Hall) XEROX Xerox AltaLink B8055 Y4X862389 1,614 0.0049$ $ 7.91 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,614 $ 0.0049 $0.0490 Police Police (Patrol) XEROX Xerox AltaLink B8055 Y4X849327 15,603 0.0049$ $ 76.45 Xerox AltaLink C8170 70 ppm, copy, print, scan, FAX, staple, High Cap 15,603 $ 0.0049 $0.0490 Police Police Task Force (Narcs) XEROX Xerox AltaLink B8055 Y4X857200 585 0.0049$ $ 2.87 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 585 $ 0.0049 $0.0490 Police Police(Records) XEROX Xerox AltaLink B8055 Y4X857238 4,134 0.0049$ $ 20.26 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 4,134 $ 0.0049 $0.0490 Police Police Evidence XEROX Xerox AltaLink B8055 Y4X925834 2,185 0.0049$ $ 10.71 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 2,185 $ 0.0049 $0.0490 Police Police (Downtown Annex) XEROX Xerox AltaLink B8055 Y4X856951 2,938 0.0049$ $ 14.40 Xerox AltaLink C8155 55 ppm, copy, print, scan, FAX, staple 2,938 $ 0.0049 $0.0490 Library Library XEROX Xerox AltaLink C8055 8TB558531 1,714 0.0049$ 650 $0.0490 $ 40.25 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,714 $ 0.0049 650 $0.0490 Recreation Recreation XEROX Xerox AltaLink C8055 8TB605079 3,045 0.0049$ 2,534 $0.0490 $ 139.09 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 3,045 $ 0.0049 2,534 $0.0490 Airport Airport Administration XEROX Xerox AltaLink C8055 8TB608484 1,208 0.0049$ 2,598 $0.0490 $ 133.22 Xerox AltaLink C8155 55 ppm, copy, print, scan, FAX, staple 1,208 $ 0.0049 2,598 $0.0490 Recreation Recreation 2 XEROX Xerox AltaLink C8055 8TB608740 1,395 0.0049$ 1,173 $0.0490 $ 64.31 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,395 $ 0.0049 1,173 $0.0490 City Hall Procurement XEROX Xerox AltaLink C8045 8TB576379 958 0.0049$ 1,612 $0.0490 $ 83.68 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 958 $ 0.0049 1,612 $0.0490 City Hall City Manager XEROX Xerox AltaLink C8070 6TB448471 441 0.0049$ 1,159 $0.0490 $ 58.95 Xerox AltaLink C8170 70 ppm, copy, print, scan, FAX, staple 441 $ 0.0049 1,159 $0.0490 City Hall City Clerk XEROX Xerox AltaLink C8055 8TB604948 3,875 0.0049$ 4,257 $0.0490 $ 227.58 Xerox Versant VR280 * 80 ppm, copy, print, scan, FAX, staple, High Cap 3,875 $ 0.0049 4,257 $0.0490 City Hall City Clerk XEROX Xerox AltaLink C8055 8TB605043 3,859 0.0049$ 3,158 $0.0490 $ 173.65 Xerox AltaLink C8170 70 ppm, copy, print, scan, staple, High Cap 3,859 $ 0.0049 3,158 $0.0490 City Hall Planning XEROX Xerox AltaLink C8070 6TB448857 6,472 0.0049$ 7,616 $0.0490 $ 404.90 Xerox AltaLink C8170 70 ppm, copy, print, scan, staple 6,472 $ 0.0049 7,616 $0.0490 City Hall Planning (Hallway) XEROX Xerox AltaLink B8055 Y4X849506 1,701 0.0049$ $ 8.33 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,701 $ 0.0049 $0.0490 City Hall Human Resources XEROX Xerox AltaLink C8055 8TB605009 1,292 0.0049$ 5,816 $0.0490 $ 291.31 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,292 $ 0.0049 5,816 $0.0490 City Hall Finance (Hallway) XEROX Xerox AltaLink B8055 Y4X856788 753 0.0049$ 0 $0.150 $ 3.69 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 753 $ 0.0049 $0.0490 City Hall Finance (Office) XEROX Xerox AltaLink C8055 8TB605013 466 0.0049$ 1,118 $0.0490 $ 57.07 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 466 $ 0.0049 1,118 $0.0490 City Hall Finance/Business License XEROX Xerox AltaLink B8055 Y4X855625 4,343 0.0049$ $ 21.28 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 4,343 $ 0.0049 $0.0490 City Hall Economic Development XEROX Xerox AltaLink B8055 Y4X856456 3,495 0.0049$ $ 17.13 Xerox AltaLink C8155 55 ppm, copy, print, scan, FAX, staple 3,495 $ 0.0049 $0.0490 City Hall Engineering XEROX Xerox AltaLink B8055 Y4X857776 1,439 0.0049$ $ 7.05 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,439 $ 0.0049 $0.0490 City Hall Engineering Admin XEROX Xerox AltaLink B8055 Y4X849305 3,394 0.0049$ $ 16.63 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 3,394 $ 0.0049 $0.0490 City Hall IT DEPT XEROX Xerox AltaLink B8055 Y4X841973 198 0.0049$ Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 198 $ 0.0049 $0.0490 City Hall City Hall Conference Room XEROX Xerox VersaLink B605/x 5XB489995 5 0.0190$ $ 0.10 Xerox B415/DM 35 ppm, copy, print, scan, desktop 5 $ 0.0147 Demuth Demuth Park Rec Center XEROX Xerox AltaLink C8045 8TB562650 985 0.0049$ 1,212 $0.049 $ 64.21 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 985 $ 0.0049 1,212 $0.0490 STORAGE Former Demuth Park Rec Center (stored at 425 N Civic Dr) XEROX Xerox AltaLink B8055 Y4X856734 0 $ - Do not replace 0 425 N Civic Dr. Back Code Compliance Office XEROX Xerox AltaLink B8055 Y4X856386 500 0.0049$ $ 2.45 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 500 $ 0.0049 0 $0.0490 City Hall New Legal Dept (former HR Office) XEROX Xerox AltaLink C8055 8TB600788 500 0.0049$ Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 500 $ 0.0049 $0.0490 Monthly Totals 79,423 34,250 $ 2,061.62 Monthly Totals $ - $ 2,107.00 79,423 80,000 0.0049 $ 34,250 35,000 $0.0490 CURRENT ANNUAL TOTALS-Sales Tax Included in Lease $ 100,502.14 $ 6,364.00 947,076 411,000 $ 24,739.48 PROPOSED ANNUAL TOTALS-Sales Tax Included in Lease $ 110,054.45 $ 25,284.00 953,076 960,000 411,000 420,000 $ - Total Cost of Ownership (Lease, Purchase and Service/Supplies) $ 131,605.62 Annual Total Cost of Ownership (Lease and Service/Supplies) $ 135,338.45 871,858
Proposed Copier Benefits: Proposed Copier Pricing Includes the Following New Equipment:
- Fixed pricing for term of agreement (29) Xerox AltaLink C8155/H2 with Office Finisher, 4 Paper Trays (fax where requested) - Rebate to City of Palm Springs for early termination of pre-paid months on current Xerox contracts (TBD based on install) (4) Xerox AltaLink C8170/H2 with Office Finisher, 4 Paper Trays (high capacity feeder for City Clerk A, and Police Records). - Right Sized Fleet with Color Capability at all locations (excludes only conference room). (1) Xerox AltaLink C8155/H2 with Office Finisher, 4 Paper Trays, fax - Pricing Piggy-backed off pre-negotiated contract - annual lease invoicing with sales tax included (1) Xerox VersaLink B415/dn desktop multifunction device for City Hall Conference Room convenience - 5 Year FMV lease Xerox ConnectKey Technologies enables productivity, security, mobile solutions and apps - All consumable supplies shipped direct to end users (excluding paper and staples) - All onsite service, parts and labor
- All new equipment will be covered under the Visual Edge IT Total Satisfaction Guarantee for the entire term - Retain low meter rates on entire fleet NOTE: Purchased devices, based on 4 units at $7956 each prorated over 5 years. - Monday thru Friday 8am-5pm live telephone support
- Place service and supply requests via phone, email, online or copier user interface Key: Yellow is increased speed - Visual Edge IT parts, supplies warehouse located in Redlands, CA * Versant VR280 requires upgraded power and adds $2000 to the annual payment. If the Clerk's office prefers to go with another C8170, reduce proposed annual lease by $2000. - Local support with Visual Edge IT located in Palm Desert Quote above inlcludes a discount of $15,000 for the early trade in of the recently purchase devices. - Pricing includes return of all current Xerox devices
- All delivery, installation, setup, connection and end user training for all new equipment City of Palm Springs
Workgroup Copier Strategy
Item 1D - Page 113
VISUAL. IT
EDGE

I I I I I I I

II II II II II II II
II
I
I
II
II
•---------------1- 1- 1~ 1~ 1~ 1- 1- 1- •••••• III
Main (800) 828-4801 www.visualedgeit.com
36943 Cook St. Suite H-103
Palm Desert, CA 92211
May 16, 2024
City of Palm Springs
Re: Visual Edge Xerox Recommendation
 This letter is to confirm that the credit amount of $15,000 has been applied to the lease price to offset the purchase of 4 certified pre-owned Xerox devices in the last 1.5 years.

If you have any questions, please reach out to me directly.

Sincerely,
Amanda E Maze
Amanda Maze
Branch Manager, Desert Cities
Item 1D - Page 114

VISUAL /T

EDGE TM

SECURE TECHNOLOGY SOLUTIONS

CITY COUNCIL STAFF REPORT
DATE: MAY 23, 2024 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 1 TO AGREEMENT 24I089 WITH SO CAL LAND MAINTENANCE INC., FOR VEGETATION MANAGEMENT

SERVICES
FROM: Scott C. Stiles, City Manager
BY: Paul Alvarado, Fire Chief
SUMMARY:

This action will approve Amendment No. 1 to Agreement 24I089 with So Cal Land Maintenance, Inc. in the amount of $57,720 for a revised contract amount not to exceed $132,720 for vegetation management services.

RECOMMENDATION:

1. In accordance with Section 7.05.060 of the Palm Springs Municipal Code, “Best Interest of City,” approve Amendment No. 1 to Agreement 24I089 (Attachment A) with So Cal Land Maintenance, Inc., to provide vegetation management services for an additional amount of $57,720, for a total revised contract amount not to exceed $132,720 through July 31, 2024;

2. Appropriate $57,720 from Safety Fund 1216010 to Contractual Services;

3. Authorize the City Manager or designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B), So Cal Land Maintenance, Inc., is registered in the state of California.

BACKGROUND:

Vegetation management has proven to be a major factor in reducing the chances of buildings igniting from wildfires and from wildland areas being ignited from burning buildings. The City-owned vacant lots within the very high fire severity zone pose a significant fire risk due to the accumulation of dry vegetation and combustible materials.

With the increasing frequency and severity of wildfires in recent years, proactive Item 1E - Page 1
City Council Staff Report
May 23, 2024 -- Page 2
Amend Vegetation Management Services Contract
measures are essential to minimize the risk of fire ignition and spread within these areas.

Vegetation management is crucial for reducing fuel loads, creating defensible space, and enhancing overall fire resilience.

The Fire Department has drafted a scope of work and is working with Procurement and Contracting to issue an Invitation for Bids (IFB) to retain ongoing annual vegetation management services going forward. In the interim, the Fire Department put a request out to vendors to obtain quotes for service to provide vegetation management services until such a time a long-term contract is in place, and in preparation for fire season.

Following receipt of quotes for service, the City signed a Contract Services Agreement (Attachment C) with So Cal Land Maintenance on May 1, 2024, for an amount not to exceed $75,000 through July 31, 2024, to meet the Fire Departments immediate needs.

On Saturday May 4th, 2024, the City experienced a fire near Tramway Road. Although this specific area is outside of the City’s Very High Fire Severity Zone (VHFSZ), this area has at least one fire a year and depicts the same issues we are addressing through vegetation management services, such as dried brush areas within vacant lots that require clearing to provide a barrier to populated areas and structures within the City.

STAFF ANALYSIS:

The existing Contract Services Agreement provides for two three-person crews to provide vegetation management services from May 1, 2024, through July 31, 2024. Amendment No. 1 will add an additional three-person crew to expedite services prior to the height of summer when services will cease due to fire hazards extrapolated by the use of equipment in extreme heat and dry climates.

Given the immediate needs for these services and in accordance with Section 7.05.060 of the Palm Springs Municipal Code, “Best Interest of City,” staff is requesting approval of Amendment No. 1 in the amount of $57,720 to add sufficient funding to deploy a third crew in an effort to expedite vegetation management services within our VHFSZ, for a total revised contract amount not to exceed $132,720.

ENVIRONMENTAL ASSESSMENT:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above-mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

Item 1E - Page 2
City Council Staff Report
May 23, 2024 -- Page 3
Amend Vegetation Management Services Contract
ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council priority 1, Quality of Life.

FISCAL IMPACT:

An appropriation of $57,720 will be processed from Safety Fund 1216010 to account 1216010-40105 Contract Services to facilitate these additional services.

REVIEWED BY:

Fire Chief: Paul Alvarado
Director of Procurement and Contracting: Kim Baker
City Manager: Scott Stiles
ATTACHMENTS:

A. Amendment No.1 24I089
B. Public Integrity Disclosure
C. Contract Service Agreement No. 24I089
Item 1E - Page 3

ATTACHMENT A

Item 1E - Page 4
AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT NO. 24I089

FOR VEGETATION MANAGEMENT
This Amendment No. 1 to the Contract Services Agreement (24I089), (“Amendment No. 1”), is made and entered into this _____ day of _____________, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation, hereinafter designated as the City, and So Cal Land Maintenance, Inc. a California corporation, hereinafter designated as the Contractor. City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS
A. City requires the services of a vegetation management services company for fire prevention for the Palm Springs Fire Department, (“Project”).

B. On May 1, 2024, the City Manager approved 24I089 with Contractor for a total contract amount not to exceed $75,000 for vegetation management services.

C. Due to a recent fire within the City, the City desires to modify the Scope of Services/Work including, Schedule of Fees and Schedule of Performance to add a third crew to expedite services for an additional amount of $57,720, for a total revised contract amount not to exceed $132,720.

D. Contractor desires to perform said services on the terms and conditions set forth in this Amendment.

In consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows:

AGREEMENT
SECTION1. The true and correct recitals above are incorporated by this reference herein as the basis for this Amendment No. 1.

SECTION 2. 3.1 Compensation and Payment. Is hereby replaced in its entirety as follows:
“3.1 Compensation and Payment. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $132,720.” SECTION 3. Exhibit “A” Contractor’s Scope of Services/Work Including, Schedule of Fees and Schedule of Performance is hereby replaced in its entirety by Attachment A Schedule of Fees.

Item 1E - Page 5
SECTION 4. Full Force and Effect. All terms, conditions, and provisions of the Contract Services Agreement 24I089, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 1 and any provisions of the Contract Services Agreement 24I089, the provisions of this Amendment No. 1 shall in all respects govern and control.

SECTION 5. The persons executing this Amendment No. 1 on behalf of the Parties hereto warrant that (I) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said Party is bound.

Except as specifically amended by this Amendment No. 1, all terms and provisions of Agreement No. 24I089 remain in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
Item 1E - Page 6
SIGNATURE PAGE TO AMENDMENT NO. 1 (24I089) BY AND BETWEEN THE CITY OF PALM SPRINGS AND SO CAL LAND MAINTENANCE, INC.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONTRACTOR:

By:___________________________ By:____________________________________ Signature Signature
(2nd signature required for Corporations)
Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _May 23, 2024____ Item No.

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By:

City Attorney City Clerk
APPROVED:

By: _______________________________ Date:

City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Item 1E - Page 7
ATTACHMENT “A”
Schedule of Fees
Item 1E - Page 8
These services are to be performed at the hourly rates specified below for a maximum contract amount not to exceed $132,720.

These services shall include three three-man crews, each crew consisting of one lead worker, two workers, and a vehicle and supplies.

Title Unit Cost Weekly Hours Weekly Cost
Lead Worker $30.00 / hour 40 $ 1,200.00
Worker 1 $25.00 / hour 40 $ 1,000.00
Worker 2 $25.00/ hour 40 $ 1,000.00
Vehicle and Supplies $248.00 / day 5 $ 1,240.00
Subtotal 1st Crew (Weekly) $ 4,440.00
Lead Worker $30.00 / hour 40 $ 1,200.00
Worker 1 $25.00 / hour 40 $ 1,000.00
Worker 2 $25.00/ hour 40 $ 1,000.00
Vehicle and Supplies $248.00 / day 5 $ 1,240.00
Subtotal 2nd Crew (Weekly) $ 4,440.00
Lead Worker $30.00 / hour 40 $ 1,200.00
Worker 1 $25.00 / hour 40 $ 1,000.00
Worker 2 $25.00/ hour 40 $ 1,000.00
Vehicle and Supplies $248.00 / day 5 $ 1,240.00
Subtotal 3rd Crew (Weekly) $ 4,440.00
Weekly Grant Total $ 13,320.00
Item 1E - Page 9

ATTACHMENT B

Item 1E - Page 10
Item 1E - Page 11

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity
Sc l

2. Address of Entity (Principle Place of Business)

4. State where Entity is Registered with Secretary of State ff other than California, is the Entity also registered in California? D Yes D No

5. Type of Entity
~rporation D Limited Liability Company D Partnership D Trust D Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity ~ ........ k,---. .... ~..&.0.......,.W--..\\ .......... _G:~0._t.S=..af_,___ if omcer O Director O Member • Manager (na-;J;
D General Partner D limited Partner D Other ________ _
__ J)_ll.ANl>..-..-...... .__:JJ_......_Q:t~l-~"'""".,_k_~a:::a.----G<Stflcer D Director D Member D Manager (name]
D General Partner D Limited Partner O other ________ _
---------------• Officer D Director D Member D Manager
(name)
D General Partner D Limited Partner D other _______ _
31 134
Item 1E - Page 12

7. owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity

EXAMPLE
JANE DOE 50% ABC COMPANYt Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.

S-hr¼,r.. I{. &u,s--e ~l % ~oC'oe~~~J.~
(name of owner/investor] (percentage of beneficial interest in entity and name of entity]
taAL,A~ 3flv~UUMa.wt~
(name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] (percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

I DECLARE UNDER PENAL TY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title Date 32 135

ATTACHMENT C
Item 1E - Page 13
Revised 12.21.23 Page 1 of 18

CONTRACT SERVICES AGREEMENT

VEGETATION MANAGEMENT
THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on May 1, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and So Cal Land Maintenance, Inc., a California corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS
A. City requires the services of a vegetation management services for fire prevention for the Palm Springs Fire Department, (“Project”).

B. Contractor has submitted to City a proposal to provide vegetation management services, to City under the terms of this Agreement.

C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project.

D. City desires to retain the services of Contractor for the Project.

NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. CONTRACTOR SERVICES

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern.

1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.

DocuSign Envelope ID: 60EFC9FC-D94E-4C12-998E-4AE6F34E045D 24I089
Item 1E - Page 14
Revised 12.21.23 Page 2 of 18

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

1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement.

2. TIME FOR COMPLETION
The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay.

3. COMPENSATION OF CONTRACTOR

3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $75,000.

3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the schedule of fees set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice.

3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into:

A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession.

3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City.

DocuSign Envelope ID: 60EFC9FC-D94E-4C12-998E-4AE6F34E045D Item 1E - Page 15
Revised 12.21.23 Page 3 of 18

4. PERFORMANCE SCHEDULE

4.1 Time of Essence. Time is of the essence in the performance of this Agreement.

4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer.

4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three months, commencing on May 1, 2024, and ending on July 31, 2024, unless extended by mutual written agreement of the Parties.

4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action.

Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.

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5. COORDINATION OF WORK

5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Stephen Guise, President. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.

5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City.

5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner.

5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel DocuSign Envelope ID: 60EFC9FC-D94E-4C12-998E-4AE6F34E045D Item 1E - Page 17
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without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor.

Name: Title:

Stephen Guise President

5.6 California Labor Code Requirements.

A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements.

6. INSURANCE
Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference.

7. INDEMNIFICATION.

7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, DocuSign Envelope ID: 60EFC9FC-D94E-4C12-998E-4AE6F34E045D Item 1E - Page 18
Revised 12.21.23 Page 6 of 18
judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

8. RECORDS AND REPORTS

8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require.

8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents.

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8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.

8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.

9. ENFORCEMENT OF AGREEMENT

9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California.

Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties.

Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.

9.3 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting Party on any default shall impair such right or remedy or be construed as a waiver.

No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.

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

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9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement.

9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.

10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

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

10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.

10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to nondiscrimination in city contracting.

11. MISCELLANEOUS PROVISIONS

11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in DocuSign Envelope ID: 60EFC9FC-D94E-4C12-998E-4AE6F34E045D Item 1E - Page 21
Revised 12.21.23 Page 9 of 18
writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing.

To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: So Cal Land Maintenance, Inc.

Attention: Stephen Guise
2965 E. Coronado Street
Anaheim, CA 92806
Telephone: 714-231-1454

11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement.

11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties.

11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties.

11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.

11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement.

11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.

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Revised 12.21.23 Page 10 of 18

11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement.

11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND SO CAL LAND MAINTENANCE, INC.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONTRACTOR:

By: _______________________________________ By: _________________________________________ Signature Signature
(2nd signature required for Corporations)
Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: __N/A_____ Item No. N/A
APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _______________________________ City Attorney City Clerk
APPROVED:

By: _______________________________ Date:

City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
DocuSign Envelope ID: 60EFC9FC-D94E-4C12-998E-4AE6F34E045D 4/25/2024 4/25/2024
4/25/2024
Item 1E - Page 24
~ DocuSigned by:
3C~~~
Revised 12.21.23 Page 12 of 18
EXHIBIT “A”

SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
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Vegetation Management Services for Palm Springs Fire Department These services are to be performed at the hourly rates specified below for an maximum contract amount not to exceed $75,000.

These services shall include two three-man crews, each crew consisting of one lead worker, two workers, and vehicle and supplies.

Title Unit Cost Weekly Hours Weekly Cost
Lead Worker $30.00 / hour 40 $ 1,200.00
Worker 1 $25.00 / hour 40 $ 1,000.00
Worker 2 $25.00/ hour 40 $ 1,000.00
Vehicle and Supplies $248.00 / day 5 $ 1,240.00
Subtotal 1st Crew (Weekly) $ 4,440.00
Lead Worker $30.00 / hour 40 $ 1,200.00
Worker 1 $25.00 / hour 40 $ 1,000.00
Worker 2 $25.00/ hour 40 $ 1,000.00
Vehicle and Supplies $248.00 / day 5 $ 1,240.00
Subtotal 2nd Crew (Weekly) $ 4,440.00
Weekly Grant Total $ 8,880.00
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EXHIBIT “B”

INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
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INSURANCE

1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement.

Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement.

Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.

2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows:

1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate;

2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence;

3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is:
_________ required
____X_____ is not required;

4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.

3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and DocuSign Envelope ID: 60EFC9FC-D94E-4C12-998E-4AE6F34E045D Item 1E - Page 28
Revised 12.21.23 Page 16 of 18
contribution it may have against City, its elected officials, officers, employees, agents, and volunteers.

4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy.

5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City.

6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies.

Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate:

A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).

B. "This insurance is primary and non-contributory over any insurance or selfinsurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).

C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out.

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D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers.

In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies.

All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter.

Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them.

7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions.

8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability.

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EXHIBIT “C”
EXECUTIVE ORDER N-6-22 CERTIFICATION
Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.

Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals.

The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California.

Signature:

Printed Name:

Title:

Firm Name:

Date:

DocuSign Envelope ID: 60EFC9FC-D94E-4C12-998E-4AE6F34E045D 4/25/2024
So Cal Land Maintenance, Inc.

President
Steve Guise
Item 1E - Page 31
AOCCDCBBC58 / 460 ..

CITY COUNCIL STAFF REPORT
DATE: MAY 23, 2024 CONSENT CALENDAR
SUBJECT: ACCEPTANCE OF THE ANIMAL SHELTER SHADE STRUCTURES, CITY PROJECT NO. 22-20E
FROM: Scott C. Stiles, City Manager
BY: Engineering Services Department
SUMMARY:

This Project was funded and made possible through the use of Measure J funds. Formal City Council acceptance of the Animal Shelter Shade Structures, City Project 22-20E, is required to document the completion of public works improvements and to allow the City’s filing of a Notice of Completion with the Riverside County Recorder in accordance with Section 9200 of the California Civil Code.

RECOMMENDATION:

1. Accept the Capital Improvement Project identified as the Animal Shelter Shade Structures, City Project No. 22-20E (“Project”), as completed in accordance with the plans and specifications; and

2. Authorize the City Engineer to execute and file for recordation with the Riverside County Recorder a Notice of Completion for the Animal Shelter Shade Structures, City Project No. 22-20E.

BACKGROUND:

The Animal Shelter staff requested that shade structures be added at the facility.

Engineering Staff solicited a proposal from Shade Structures Inc. dba USA Shade & Fabric Structures, a subsidiary of Play Power Inc. (Shade Structures Inc.), a Texas corporation.

Note, Shade Structures Inc. had previously installed shade structures at other City locations under a governmental purchasing cooperative known as California Multiple Award Schedules (CMAS), a national cooperative purchasing contract that provides the City with reduced pricing.

On April 6, 2023, a proposal was received to install two (2) Canti Wing Style shade Item 1F - Page 1
City Council Staff Report
May 23, 2024 -- Page 2
Acceptance of CP 22-20E Animal Shelter Shade Structures structures in the total amount of $141,692.62. Pursuant to the provisions of the Procurement Ordinance, 7.09.010, the City Council authorized the procurement of products through a joint powers or other cooperative purchasing program. Under Section

7.09.010 of the Palm Springs Municipal Code, “Cooperative Purchasing Programs”, Procurement Staff worked with Engineering Staff to review the CMAS Contract Number 4-22-11-1011 with Shade Structures Inc. and determined that it complied with the City's procurement requirements. City Ordinance No. 2049 allows the City Manager to authorize the procurement of Public Works projects up to $200,000.

On July 12, 2023, the City awarded a construction contract in the amount of $141,692.62 to Shade Structures Inc. for the Animal Shelter Shade Structures, City Project No. 22- 20E.

STAFF ANALYSIS:

After approval of a purchase order with Shade Structures Inc., submittals were reviewed and long lead items ordered. Materials were received in early March 2024 and installation was determined to be substantially complete on March 22, 2024. Throughout construction of the Project, there were no contract change orders. The image below shows the installation of one of the shade structures.

Item 1F - Page 2
City Council Staff Report
May 23, 2024 -- Page 3
Acceptance of CP 22-20E Animal Shelter Shade Structures Staff recommends that the City accept the Project as required by Section 7.04.080 of the City Municipal Code. Once accepted, Staff will file and record a Notice of Completion to the County. A copy of the Notice of Completion is included as Attachment A.

ENVIRONMENTAL ASSESSMENT:

In accordance with the California Environmental Quality Act (“CEQA”) Guidelines Section 15303 “New Construction or Conversion of Small Structures”, Class 3 projects consist of construction and location of limited numbers of new, small facilities or structures; installation of small new equipment and facilities in small structures; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the structure. Therefore, Staff has determined that Animal Shelter Shade Structures, City Project No. 22-20E, is considered categorically exempt from CEQA.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with City Council Priority #2B – 5-Year Capital Improvement Plan and will assist in implementing the following task: 5-year CIP Specific Actions.

FISCAL IMPACT:

The final construction cost is $141,692.62. The City is holding retention funds in the amount of $7,084.63 for USA Shade & Fabric Structures pending acceptance of improvements and filing the Notice of Completion with the County Recorder’s Office. The Project account will be closed upon final payment to the contractor.

REVIEWED BY:

City Engineer Joel Montalvo
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles
ATTACHMENTS:

A. Notice of Completion
Item 1F - Page 3
Attachment A
Item 1F - Page 4
Name
Street
Address
City &
State

SPACE ABOVE THIS LINE FOR RECORDERS USE

NOTICE OF COMPLETION
(CA Civil Code §§ 8180-8190, 8100-8118, 9200-9208)
NOTICE IS HEREBY GIVEN THAT:

1. The undersigned is an owner of an interest of estate in the hereinafter described real property, the nature of which interest or estate is:
_________________________________________________________________________________ (e.g. fee, leasehold, joint tenancy, etc.)

2. The full name and address of the undersigned owner or reputed owner and of all co-owners or reputed co-owners are:

Name Street and No. City State
__________________________________________________________________________________________________________

3. The name and address of the direct contractor for the work of improvement as a whole is:
__________________________________________________________________________________________________________

4. This notice is given for (check one):
 Completion of the work of improvement as a whole.
 Completion of a contract for a particular portion of the work of improvement (per CA Civ. Code § 8186).

5. If this notice is given only of completion of a contract for a particular portion of the work of improvement (as provided in CA Civ. Code § 8186), the name and address of the direct contractor under that contract is:
___________________________________________________________________________________________________________

6. The name and address of the construction lender, if any, is:
___________________________________________________________________________________________________________

7. On the ____________ day of ___________, 20___, there was completed upon the herein described property a work of improvement as a whole (or a particular portion of the work of improvement as provided in CA Civ. Code § 8186) a general description of the work provided:
___________________________________________________________________________________________________________

8. The real property herein referred to is situated in the City of __________________________, County of ________________________ State of California, and is described as follows:
___________________________________________________________________________________________________________

9. The street address of said property is:
___________________________________________________________________________________________________________

10. If this Notice of Completion is signed by the owner’s successor in interest, the name and address of the successor’s transferor is:
___________________________________________________________________________________________________________ I certify (or declare) under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Date: _______________________________________ By: ________________________________________________________ Signature of Owner or Owner’s Authorized Agent
City of Palm Springs

Recording Requested By:

When Recorded Mail To:

Item 1F - Page 5

VERIFICATION
I, _______________________________________________, state: I am the ________________________________ __ (“Owner∫, “President”, “Authorized Agent”, “Partner”, etc.) of the Owner identified in the foregoing Notice of Completion. I have read said Notice of Completion and know the contents thereof; the same is true of my own knowledge.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed on _______________________, _______ (date), at _____________________________________________________ (City), ________ (State). ______________________________________________________
Signature of Owner or Owner’s Authorized Agent
Joel Montalvo/City Engineer
City of Palm Springs

STATE OF CALIFORNIA
COUNTY OF ______________________________________
On _________________________________________, ________ (date), before me, ____________________________________________, Notary Public (name and title of 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 acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

Witness my hand and official seal.
_____________________________________________
Signature
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

Item 1F - Page 6

CITY COUNCIL STAFF REPORT
DATE: MAY 23, 2024 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT 23Q112 WITH AECOM TECHNICAL SERVICES, INC. FOR

THE DESIGN OF AN INLINE BAGGAGE HANDLING SYSTEM FOR THE

PALM SPRINGS INTERNATIONAL AIRPORT
FROM: Scott C. Stiles, City Manager
BY: Department of Aviation
SUMMARY:

This action will approve Amendment No. 1 to Consulting Services Agreement No. 23Q112 with AECOM Technical Services, Inc. (AECOM), in the additional amount of $372,711.02 for the design of an inline baggage handling system (BHS) for the Palm Springs International Airport (Airport).

RECOMMENDATION:

1. Approve Amendment No. 1 to Consulting Services Agreement 23Q112 (Attachment A) with AECOM Technical Services, Inc., in the additional amount of $372,711.02 for a total revised contract amount not to exceed $3,547,349.02 for the design of an inline baggage handling system for the Palm Springs International Airport.

2. Appropriate $125,000 from Airport Capital Project Fund 416 to Airport Account 4167065.80000 for Fiscal Year 2023-24, and $247,711.02 from Airport Capital Project Fund 416 to Airport Account 4167065.80000 for Fiscal Year 2024-25.

3. Authorize the City Manager or designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure Form (Attachment B) AECOM Technical Services, Inc. is a California Corporation.

Item 1G - Page 1
City Council Staff Report
May 23, 2024 -- Page 2
Amendment No. 1 to Contract Services Agreement No. 23Q112 with AECOM Technical Services, Inc.

BACKGROUND:

The Airport completed a $32 million ticketing wing expansion project in August 2021, which included renovation and expansion of the ticketing lobby, installation of new ticket counters and flooring, build-out of new Airline Ticketing Offices (ATO’s), and the installation of a new baggage handling system (BHS). At the beginning of the Airport’s peak season, it became apparent to the Airport staff that the new BHS was underperforming and that the new BHS would not be capable of providing the necessary checked bag screening capacity and throughput during the Airport’s peak season.

In May 2022, the Airport hired a third-party consultant, V-1 Consulting, LLC, to collect passenger baggage data from the Airport and the airlines. Based on the data, V-1 Consulting, LLC concluded that the current installed BHS was unable to accommodate growth shortly after being installed at the Airport, and it was determined that further expansion of the BHS would be necessary to keep up with the anticipated growth of the Airport. V-1 Consulting, LLC provided three different concepts to expand the BHS, and the concept that would best accommodate the Airport’s growth was selected.

The Aviation Department worked with the Procurement and Contracting Department to develop a Request for Qualifications (RFQ) for the design of this project. The RFQ was advertised in the local newspaper and published on the PlanetBids website. AECOM submitted one of the five statements of qualifications, and the evaluation team, composed of City staff from the Aviation and Engineering Departments, evaluated the statements of qualifications against the published criteria that included the firm’s experience, staff’s experience and understanding of the scope of work.

On June 5, 2023, the City Council approved Contract Services Agreement No. 23Q112 with AECOM Technical Services Inc. for the design of an inline baggage handling system for the Palm Springs International Airport and a notice to proceed with the design was issued.

STAFF ANALYSIS:

In June 2023, the Airport staff and AECOM began working together to design a replacement BHS that would significantly increase checked bag screening capacity and throughput, reduce or eliminate single points of failure, create process, maintenance, and ergonomic efficiencies and improvements, and ensure a fully inline system that would support the Airport’s future growth. It was also required that all design for the BHS project be accomplished in accordance with Transportation Security Administration’s (TSA) Planning Guidelines and Design Standards for Check Baggage Inspection Systems.

Upon completion of the initial 30% design phase, the design documents were submitted to the TSA for approval. On January 24, 2024, TSA provided approval of the initial design for this inline baggage system. On January 25, 2024, the City Council approved Airport Master Plan Terminal Concept 1A for the expansion of existing Airport facilities, and Item 1G - Page 2
City Council Staff Report
May 23, 2024 -- Page 3
Amendment No. 1 to Contract Services Agreement No. 23Q112 with AECOM Technical Services, Inc.

Airport Master Plan Terminal Concept 1A located the concourse near the general area where the new inline baggage system was planned to be located. In order to better align with Airport Master Plan Terminal Concept 1A that was approved by the City Council, the inline baggage handling system initial design that was completed will require a redesign to revise the original design from a standalone building to a large extension of the current terminal building where the baggage handling system is now housed. This change is needed to accommodate the space for the new concourse building and the expanded ticket lobby that will be required under Airport Terminal Concept 1A.

An independent fee estimate (IFE) was prepared by the Airport’s on-call estimating firm to ensure a sound negotiating position for the cost of this amendment. The IFE came in higher than the cost proposal received for this additional work and therefore, AECOM’s proposal was found by staff to be fair and reasonable for the work to be performed.

The approval of Amendment No. 1 to Contract Services Agreement No. 23Q112 with AECOM Technical Services, Inc. will ensure that the design and location of the Baggage Handling System will be compatible with Airport Master Plan Terminal Concept 1A.

ENVIRONMENTAL ASSESSMENT:

In accordance with the California Environmental Quality Act (“CEQA”) Guidelines Section 15301 “Existing Facilities”, Class 1 projects consist of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public structures, facilities, mechanical equipment, or topographical features involving negligible or no expansion of existing or former use. Therefore, Staff has determined that the Inline Baggage Handling System Design Services is considered categorically exempt from CEQA.

In addition, in accordance with the California Environmental Quality Act (“CEQA”) Guidelines Section 15302 “Replacement or Reconstruction”, Class 2 projects consist of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced. Therefore, Staff has determined that the Inline Baggage Handling System Design Services, is considered categorically exempt from CEQA.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council priority 2A, Improve City Facilities.

FISCAL IMPACT:

Approval of this action includes an appropriation of $125,000 from Airport Capital Project Fund 416 to Airport Account 4167065.80000 for Fiscal Year 2023-24, and $247,711.02 from Airport Capital Project Fund 416 to Airport Account 4167065.80000 for Fiscal Year 2024-25.

Item 1G - Page 3
City Council Staff Report
May 23, 2024 -- Page 4
Amendment No. 1 to Contract Services Agreement No. 23Q112 with AECOM Technical Services, Inc.

REVIEWED BY:

Executive Director of Aviation: Harry Barrett Jr.

Procurement and Contracting Director: Kim Baker
Finance Director: Kristopher Mooney
City Attorney: Geremy Holm
City Manager: Scott Stiles
ATTACHMENTS:

A. Consulting Services Agreement 23Q112
B. Public Integrity Disclosure Form
Item 1G - Page 4

ATTACHMENT A
CONSULTING SERVICES AGREEMENT NO. 23Q112
WITH AECOM TECHNICAL SERVICES, INC.

Item 1G - Page 5

Revised: 10.31.23
AMENDMENT NO. 1 TO THE CONSULTING SERVICES AGREEMENT
NO. 23Q112 BETWEEN THE CITY OF PALM SPRINGS AND AECOM
TECHNICAL SERVICES, INC.

1. Parties and Date.

This Amendment No. 1 to the Consulting Services Agreement is made and entered into as of May 24, 2024, by and between the City of Palm Springs (“City”) and AECOM Technical Services, Inc, a California Corporation, (Consultant). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. The City and Consultant have entered into an agreement entitled “Consultant Services Agreement 23Q112” dated June 12, 2023 (“Agreement”) for the purpose of providing inline baggage handling system design services at the Palm Springs International Airport for an amount of $3,174,638 and a term of three-years.

2.2 Amendment No. 1. The City and Consultant desire to amend the Agreement to increase compensation and revise the delivery schedule to accommodate for the redesign of the baggage handling system from a standalone building to an extension of the current building to be in alignment with Airport Master Plan Terminal Concept 1A.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.3 of the Agreement.

3. Terms.

3.1 Time of Completion. Section 2 of the Agreement is hereby amended in its entirety to read as follows:
“The time for completion of the Services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A” Scope of Services/Work and Exhibit “A1” Additional Services. Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the nonperforming Party. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.”

3.2 Compensation of Consultant. Section 3.1 of the Agreement is hereby amended in its entirety to read as follows:
“Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A” Scope of Item 1G - Page 6

Revised: 10.31.23
Services/Work and Exhibit “A1” Additional Services. The Agreement is hereby amended to increase the compensation by $372,711.02 for a new not-to-exceed amount of $3,547,349.

3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.

3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

3.5 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
Item 1G - Page 7

Revised: 10.31.23

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND AECOM TECHNICAL SERVICES, INC.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dates stated below.

CONSULTANT:

By: _____________________________________ By: _________________________________________ Signature Signature
(2nd signature required for Corporations)
Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _________ Item No. _______
APPROVED AS TO FORM: ATTEST:

By: ______________________________ By: _______________________________ City Attorney City Clerk
APPROVED:

By: ______________________________ Date:

City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Item 1G - Page 8

Revised: 10.31.23
EXHIBIT “A1”

ADDITIONAL SERVICES
Including,
Schedule of Fees
And
Schedule of Performance
Item 1G - Page 9

Revised: 10.31.23
Scope
The scope Includes a fully developed design package for the existing facility extension modifications necessary to accommodate the BHS Screening and Sortation system and all its daily operational needs. This includes development and delivery for all DD phases 30%, 70%, 100%, Bid, CA services, TSA Coordination and all other requirements included in the original contract. The location of the new sortation system will be coordinated with the Airports Master Plan and Architectural design teams to maintain necessary ROW and verify facility placement.

Schedule
This modification will require a revision to the BHS delivery dates agreed with TSA. Our current delivery path has achieved PD/SD Approval and was on track for a March 2nd 30% Detailed Design delivery to TSA. We have already formally notified the TSA of this event in our monthly reporting. We have confirmed the previously provided SD design and its status approval will not require any resubmission as the system and its primary components will maintain the previously provided functionality and layout. Completion of the work will add an estimated 67 days to the 30% Delivery Milestone. The revised delivery schedule is attached.

Canopy
The detailing and construction strategies will provide a solution for a normal importance level (risk category II), but its detailing and load paths will provide a resilient design that mitigates local collapse of the structure when subjected to strong earthquakes.

Architectural

1. Development of all Detailed Design and Finishes

2. Coordination with Structural and MEP Disciplines

3. Coordination with BHS

4. IATA, Aviation Compliance

5. Historical Review and Coordination
Structural

1. The system will be designed with a lateral force resisting system adequate to the canopy to meet Building Code requirements.

2. The design will evaluate opportunities to include cost effective, light and sound structural solutions.

3. The BHS location includes a very high seismicity. With this the load paths in the canopy will be carefully studied to have an economical structure that maximize the capacity of its components.

4. As part of the structural design a careful review of the Geotechnical reports, assumptions and recommendations will be performed. The structural design will be coordinated with the Geotechnical recommendations.

5. The structural team will perform a review of the architectural and BHS intent of design to look for opportunities to reduce construction cost.

Item 1G - Page 10

Revised: 10.31.23

6. The canopy BHS system will have the flexibility for the BHS consultant to locate the longitudinal and lateral bracing that will need for seismic design. The design will study the BHS characteristics to anticipate the brace actions into the canopy.

7. The BHS loads will be transferred into a horizontal structural diaphragm that extends to the perimeter columns.

8. The canopy roof will include architectural roof framing to resemble the architectural intent of design proper for the historic buildings in line with the architectural design.

9. The BHS would impose not only horizontal loading but will be prone to vertical seismic loading which will be studied in detail. The vertical accelerations are commonly disregarded in the structural design practice. Due to the BHS equipment and canopy sensitivity to vertical accelerations, the seismic actions in the vertical direction will be carefully studied.

10.The canopy will be coordinated interdisciplinarity with BHS, architectural, MEP and other disciplines to result in a cohesive design that provides solution to the canopy structural needs.

11.Forces due to wind and other hazards will also be studied in detail for the canopy design.

12.A study on the structural integrity due to differential settlements will be performed as part of the structural design which will prepare the structure for an adequate performance during its time in service. The foundation differential settlements are commonly disregarded in the structural design practice.

BHS

1. Relocation and Reorientation of System to New location

2. Turn-Key Design Solution for Sortation to 4 Carousels

3. Development of Cart Staging

4. Development of Impact Protection Design Requirements

5. Coordination with Other Disciplines

6. Hanger Steel Layouts

7. All Provisions for a Manual Encoding or Problem Bag Area

8. Catwalk Layouts

9. Confirmation of Aircraft ROW at Affected Gate(s)
Electrical
Development of Full Drawing Package for Lighting, and Power for All Required Services including:
• Maintenance Power
• Mechanical/HVAC
• Lighting
• Operational Workstations
Item 1G - Page 11

Classification Bill Rate Total Hours Cost
Architect IV $ 224.22 112.0 $ 25,113.09
Program Manager $ 268.52 28.0 $ 7,518.60
Assistant Project Manager $ 203.84 68.0 $ 13,861.12
Senior Project Engineer $ 208.21 189.0 $ 39,351.31
LEED $ 168.00 20.0 $ 3,360.03
LEED $ 168.00 10.0 $ 1,680.02
Subject Matter Expert $ 247.54 68.0 $ 16,832.88
Planning Analysis/Forecasting $ 246.06 46.0 $ 11,318.94 TSA Funding $ 207.44 15.0 $ 3,111.59
Sr Structural Engineer $ 206.96 73.0 $ 15,107.82
Structural Engineer $ 153.32 132.0 $ 20,237.82
Structural/CAD $ 120.59 180.0 $ 21,705.84
Structural/CAD $ 120.59 92.0 $ 11,094.10
Sr Electrical Engineer $ 238.60 38.0 $ 9,066.82
Engineer V $ 262.08 16.0 $ 4,193.28
Engineer IV $ 224.22 144.0 $ 32,288.26
Engineer II $ 148.51 144.0 $ 21,385.73
Sr Mechanical Engineer $ 245.56 14.0 $ 3,437.84
Mechanical Engineer $ 123.29 19.0 $ 2,342.55
Plumbing Engineer $ 151.80 16.0 $ 2,428.77
Engineer I $ 116.48 128.0 $ 14,909.44
Engineer II $ 148.51 77.0 $ 11,435.42
Architect V $ 262.08 106.0 $ 27,780.48
Sr Architect $ 189.31 3.0 $ 567.94
Architect III $ 186.37 10.5 $ 1,956.86
Architect $ 104.40 87.0 $ 9,082.38
Architect I $ 116.48 144.0 $ 16,773.12
PIC $ 360.63 3.5 $ 1,262.19
QAQC $ 215.49 16.0 $ 3,447.81
Project Controls Specialist $ 141.78 36.0 $ 5,104.25
Planner III $ 186.37 40.0 $ 7,454.72
TOTAL HOURS 2,075.0 $ 365,211.02
OTHER DIRECT COSTS Total Cost Billable
Trips $ 7,500.00 $ 7,500.00
TOTAL ODC's $ 7,500.00 $ 7,500.00
Facility $ 217,765.12
Canopy $ 169,477.39
ODC $ 7,500.00
Subtotal $ 394,742.51
PD Credit $ 22,031.49
Total CO#1 Value $ 372,711.02
Item 1G - Page 12
I
+
ID Task Name Start Finish
1 Palm Spring BHS Project NTP Mon 6/12/23 Fri 9/25/26
2 Design OTA POP Mon 7/24/23 Fri 7/24/26
3 Project Milestones and Summary Mon 9/25/23 Fri 9/25/26 12 Pre-Design Mon 6/12/23 Thu 1/25/24
13 Investigate Wed 6/28/23 Tue 7/11/23
14 Site Visit Wed 6/28/23 Tue 7/11/23
15 Site Visit and Scan Wed 6/28/23 Tue 7/11/23
16 Data Gathering and Verification Wed 6/28/23 Tue 7/11/23 17 Evaluate Mon 6/12/23 Fri 9/22/23
18 System Assessment Mon 6/12/23 Fri 7/7/23
19 Spatial Requirements Mon 6/12/23 Fri 7/7/23
20 TSA OTA Execution Mon 7/24/23 Mon 7/24/23
21 Technology Selection Mon 7/24/23 Fri 8/4/23
22 Planning Analysis Wed 7/12/23 Wed 8/2/23
23 Alternatives Evaluations Thu 8/3/23 Fri 9/22/23
24 Program Definition Development (PDD) Fri 9/22/23 Thu 1/25/24 25 Combined Pre-Design (PD)/Schematic Design (SD) Package Fri 9/22/23 Thu 12/28/23 26 RFV.001 Submitted Fri 9/22/23 Fri 9/22/23
27 Comprehensive Deliverables Mon 9/25/23 Fri 10/13/23
28 Preliminary and Preferred Alternatives Analysis Report Mon 9/25/23 Fri 10/13/23 29 Basis of Design Report Mon 9/25/23 Fri 10/13/23
30 Preliminary Project Schedule Mon 9/25/23 Fri 10/13/23 31 Preliminary Layout Drawings Mon 9/25/23 Fri 10/13/23 32 Preliminary Phasing Plan Mon 9/25/23 Fri 10/13/23
33 ROM Preliminary Basis of Estimate Document Mon 9/25/23 Fri 10/13/23 34 ROM Estimate of Probable Construction Costs Mon 9/25/23 Fri 10/13/23 35 EDS Maintenance and Environment Assessment Mon 9/25/23 Fri 10/13/23 36 Stakeholder Notifaction Document Mon 9/25/23 Fri 10/13/23 37 Approved and In-Process Request for Variances (RFV) Mon 9/25/23 Fri 10/13/23 38 Notification of Additional Approval Processes Mon 10/2/23 Mon 10/2/23 39 Holding Pending Airport Council Review Mon 10/2/23 Wed 11/15/23 40 Airport Commission Meeting Wed 11/15/23 Wed 11/15/23 41 TSA Technical Interface Meeting Thu 11/16/23 Thu 11/16/23 42 Revise Package per Airport Council Review Thu 11/16/23 Wed 12/6/23 43 Vendor Technology Workshop Wed 12/6/23 Thu 12/7/23
44 Draft TQR Delivery Thu 12/7/23 Thu 12/7/23
45 TQR Review Fri 12/8/23 Tue 12/12/23
46 Owner Review Wed 12/13/23 Fri 12/22/23
47 Critical Updates Wed 12/13/23 Fri 12/15/23
48 QA/QC and DC Mon 12/25/23 Thu 12/28/23
49 Submit Combined PD/SD Package to TSA Thu 12/28/23 Thu 12/28/23 50 TSA Review and Comment Combined PD/SD Submittal Fri 12/29/23 Thu 1/25/24 51 TSA Review and Comment Combined PD/SD Submittal Fri 12/29/23 Thu 1/25/24 52 Detailed Design (TSA Format) Fri 12/29/23 Fri 11/22/24 53 30% Detailed Design Package Fri 12/29/23 Fri 6/21/24 54 Comprehensive Deliverables Fri 12/29/23 Thu 2/15/24
55 Updated Basis of Design Report (BDR) Fri 12/29/23 Fri 2/9/24 56 Preliminary Design Drawings Fri 12/29/23 Fri 2/9/24
57 Updated Phasing Plan Fri 12/29/23 Fri 2/9/24
58 Updated Project Schedule Fri 12/29/23 Fri 2/9/24
59 Updated Basis of Estimate Fri 12/29/23 Fri 2/9/24
60 30% Current Working Estimate Fri 12/29/23 Fri 2/9/24 61 Life Cycle Cost Analysis (LCCA) Fri 12/29/23 Fri 2/9/24 62 Updated Contingency Plan Fri 12/29/23 Fri 2/9/24
63 Baggage and Data Flow Charts Fri 12/29/23 Fri 2/9/24 64 Conveyor Manifest Fri 12/29/23 Fri 2/9/24
65 Screening Equipment Installation Guideline Reference Fri 12/29/23 Fri 2/9/24 66 Outline of Reporting Capabilities Fri 12/29/23 Fri 2/9/24 67 National Environmental Policy Act Form Fri 12/29/23 Fri 2/9/24 68 Updated Stakeholder Notification Documentation Fri 12/29/23 Fri 2/9/24 69 Approved and In-Process RFVs Fri 12/29/23 Fri 2/9/24 70 Resolve TSA Comments Fri 1/26/24 Thu 2/15/24
71 Delay Notification Thu 2/1/24 Thu 2/1/24
72 Change Order Development Review and Approval Thu 2/1/24 Fri 3/1/24 73 Delay Duration Mon 3/4/24 Fri 5/31/24
74 Draft TQR Delivery Mon 6/3/24 Mon 6/3/24
75 TQR Review Tue 6/4/24 Thu 6/6/24
76 Owner Review Fri 6/7/24 Fri 6/14/24
77 Critical Updates Fri 6/7/24 Fri 6/14/24
78 QA/QC and DC Mon 6/17/24 Tue 6/18/24
79 Owner Comments Mon 6/17/24 Fri 6/21/24
80 Submit 30% Detailed Design Package to TSA Fri 6/21/24 Fri 6/21/24 81 TSA Review and Comment 30% Detailed Design Submittal Mon 6/24/24 Fri 8/2/24 82 TSA Review and Comment 30% Detailed Design Submittal Mon 6/24/24 Fri 8/2/24 83 70% Detailed Design Package Mon 6/24/24 Fri 8/30/24

PSP BHS SCHEDULE

Item 1G - Page 13
I I
ID Task Name Start Finish
84 Comprehensive Deliverables Mon 6/24/24 Mon 8/12/24
85 Updated BDR Mon 6/24/24 Fri 8/2/24
86 70% Design Drawings Mon 6/24/24 Fri 8/2/24
87 Updated Phasing Plan Mon 6/24/24 Fri 8/2/24
88 Updated Project Schedule Mon 6/24/24 Fri 8/2/24
89 Updated Basis of Estimate Mon 6/24/24 Fri 8/2/24
90 70% Current Working Estimate Mon 6/24/24 Fri 8/2/24
91 Updated LCCA Mon 6/24/24 Fri 8/2/24
92 Updated Contingency Plan Mon 6/24/24 Fri 8/2/24
93 Updated Baggage and Data Flow Charts Mon 6/24/24 Fri 8/2/24 94 Updated Conveyor Manifest Mon 6/24/24 Fri 8/2/24
95 Updated Screening Equipment Installation Guideline Reference Mon 6/24/24 Fri 8/2/24 96 Updated Outline of Reporting Capabilities Mon 6/24/24 Fri 8/2/24 97 Updated National Environmental Policy Act Form Mon 6/24/24 Fri 8/2/24 98 Draft Site-Specific Configuration Management Plan Mon 6/24/24 Fri 8/2/24 99 70% Specifications Mon 6/24/24 Fri 8/2/24
100 Updated Stakeholder Notification Documentation Mon 6/24/24 Fri 8/2/24 101 Approved and In-Process RFVs Mon 6/24/24 Fri 8/2/24 102 Resolve TSA Comments Mon 8/5/24 Mon 8/12/24
103 Draft TQR Delivery Tue 8/13/24 Tue 8/13/24
104 TQR Review Wed 8/14/24 Fri 8/16/24
105 Owner Review Mon 8/19/24 Fri 8/23/24
106 Critical Updates Mon 8/19/24 Fri 8/23/24
107 QA/QC and DC Mon 8/26/24 Wed 8/28/24
108 Owner Comments Mon 8/26/24 Fri 8/30/24
109 Submit 70% Detailed Design Package to TSA Fri 8/30/24 Fri 8/30/24 110 TSA Review and Comment 70% Detailed Design Submittal Mon 9/2/24 Fri 10/4/24 111 TSA Review and Comment 70% Detailed Design Submittal Mon 9/2/24 Fri 10/4/24 112 100% Detailed Design Package Mon 9/2/24 Fri 10/25/24 113 Comprehensive Deliverables Mon 9/2/24 Mon 10/21/24
114 Final BDR Mon 9/2/24 Fri 10/18/24
115 100% Design Drawings Mon 9/2/24 Mon 10/21/24
116 Final Phasing Plan Mon 9/2/24 Fri 10/18/24
117 Final Project Schedule Mon 9/2/24 Fri 10/18/24
118 Final Basis of Estimate Mon 9/2/24 Fri 10/18/24
119 100% Current Working Estimate Mon 9/2/24 Fri 10/18/24 120 Final LCCA Mon 9/2/24 Fri 10/18/24
121 Final Contingency Plan Mon 9/2/24 Fri 10/18/24
122 Final Baggage and Data Flow Charts Mon 9/2/24 Fri 10/18/24 123 Final Conveyor Manifest Mon 9/2/24 Fri 10/18/24
124 Final Screening Equipment Installation Guideline Reference Mon 9/2/24 Fri 10/18/24 125 Final Outline of Reporting Capabilities Mon 9/2/24 Fri 10/18/24 126 Final National Environmental Policy Act Form Mon 9/2/24 Fri 10/18/24 127 Final Site-Specific Configuration Management Plan Mon 9/2/24 Fri 10/18/24 128 100% Specifications Mon 9/2/24 Fri 10/18/24
129 Bid Documents Mon 9/2/24 Fri 10/18/24
130 Final Stakeholder Notification Document Mon 9/2/24 Fri 10/18/24 131 Approved RFVs Mon 9/2/24 Fri 10/18/24
132 Resolve TSA Comments Mon 10/7/24 Mon 10/21/24
133 Draft TQR Delivery Mon 10/7/24 Mon 10/7/24
134 TQR Review Tue 10/8/24 Thu 10/10/24
135 Owner Review Fri 10/11/24 Fri 10/18/24
136 Critical Updates Fri 10/11/24 Fri 10/18/24
137 QA/QC and DC Mon 10/21/24 Wed 10/23/24
138 Owner Comments Mon 10/21/24 Fri 10/25/24
139 Submit 100% Detailed Design Package to TSA Fri 10/25/24 Fri 10/25/24 140 TSA Review and Comment 100% Detailed Design Submittal Mon 10/28/24 Fri 11/22/24 141 TSA Review and Comment 100% Detailed Design Submittal Mon 10/28/24 Fri 11/22/24 142 Bid Support Mon 11/25/24 Fri 2/14/25
143 Pre-Bid Mon 11/25/24 Fri 12/13/24
144 Bid/RFP Release Mon 12/16/24 Fri 1/24/25
145 Bid Evaluation Mon 1/27/25 Fri 2/14/25
146 Bid Award Fri 2/14/25 Fri 2/14/25
147 Construction Mon 2/17/25 Fri 9/4/26
148 PreCon Meeting Mon 2/17/25 Mon 2/17/25
149 Primary Construction Tue 2/18/25 Fri 9/4/26
150 PHASE 1 Tue 2/18/25 Mon 6/9/25
151 Phase 1 Demo Tue 2/18/25 Mon 6/9/25
152 Notify TSA of EDS Delivery Mon 4/21/25 Mon 4/21/25
153 PHASE 2 Tue 2/18/25 Wed 10/29/25
154 Phase 2 Install Tue 2/18/25 Wed 10/29/25
155 CT80DRXL Delivery Installation and Testing Tue 5/13/25 Mon 6/16/25 156 Temp CBRA Operational Mon 6/16/25 Mon 6/16/25
157 PHASE 3 Thu 10/30/25 Wed 12/24/25
158 Phase 3 Install Thu 10/30/25 Wed 12/24/25

PSP BHS SCHEDULE

Item 1G - Page 14
I I
ID Task Name Start Finish
159 PHASE 4 Thu 12/25/25 Wed 2/18/26
160 Phase 4 Demo and EDS Decommission Thu 12/25/25 Wed 2/18/26 161 PHASE 5 Thu 2/19/26 Fri 9/4/26
162 Phase 5 Install Thu 2/19/26 Fri 5/15/26
163 Permanent Power Avaliable Tue 4/7/26 Tue 4/7/26
164 EDS Delivery Mon 4/20/26 Mon 4/20/26
165 EDS Installation Tue 4/21/26 Thu 4/30/26
166 SAT Fri 5/1/26 Tue 5/5/26
167 Contractor Testing Mon 5/18/26 Fri 7/10/26
168 Owner Witness Test Mon 7/13/26 Fri 7/24/26
169 Pre-ISAT/TRR Mon 7/27/26 Fri 7/31/26
170 ISAT Testing Mon 8/3/26 Fri 8/7/26
171 Certified and In Operations Fri 8/7/26 Fri 8/7/26
172 TSA Operational Run-In Period Mon 8/10/26 Fri 9/4/26 173 PHASE 6 Mon 8/10/26 Fri 9/4/26
174 Phase 6 Demo/EDS Decommision Mon 8/10/26 Fri 9/4/26 175 Construction Inspection and Testing Tue 2/18/25 Fri 9/4/26 176 Construction Inspection and Testing Tue 2/18/25 Fri 8/7/26 177 Punchlist Rectification Mon 8/10/26 Fri 9/4/26
178 Construction Completion Fri 9/4/26 Fri 9/4/26
179 Closeout Mon 9/7/26 Fri 9/25/26
180 Document Control Mon 9/7/26 Fri 9/25/26
181 Construction Control Mon 9/7/26 Fri 9/25/26
182 Final Closeout Fri 9/25/26 Fri 9/25/26
183 Meetings Mon 8/7/23 Thu 8/27/26
184 Weekly Design Meeting Mon 8/7/23 Mon 10/21/24
249 Weekly Owner Meeting (OAR) Thu 9/14/23 Thu 8/27/26
405 ILDT BiWeekly Meeting Wed 9/13/23 Wed 2/28/24
419 ILDT Meetings Paused for Master Plan Delay Wed 2/28/24 Wed 5/8/24 420 March Monthly TSA Check-In during Paused ILDT Fri 3/8/24 Fri 3/8/24 421 April Monthly TSA Check-In during Pasued ILDT Thu 4/4/24 Thu 4/4/24 422 ILDT BiWeekly Meeting Wed 5/8/24 Wed 10/23/24

PSP BHS SCHEDULE

Item 1G - Page 15
I I

ATTACHMENT B

PUBLIC INTEGRITY BUSINESS DISCLOSURE
Item 1G - Page 16

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

3. Local or California Address (if different than #2)

4. State where Entity is Registered with Secretary of State If other than California, is the Entity also registered in California?  Yes  No

5. Type of Entity
 Corporation  Limited Liability Company  Partnership  Trust  Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
Other ___________________________
_______________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other __________________________
________________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
 Other __________________________
AECOM Technical Services, Inc.
300 South Grand Avenue, 9th Floor, Los Angeles, California 90071 N/A
California
X
• Allison Hall X
• Matthew Crane X
• Karl Jensen X
Item 1G - Page 17

7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity

EXAMPLE

JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity and
name of entity]
A.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Date
The Earth Technology Corporation (USA) owns AECOM Technical Services, Inc. at 100% February 13, 2023
Signature of Disclosing Party, Printed Name, Title
Todd Gnospelius, Authorized Signatory,
Vice President – Aviation
Item 1G - Page 18
I
~ )/}JT I _ ____L__ __I

CITY COUNCIL STAFF REPORT
DATE: MAY 23, 2024 CONSENT CALENDAR
SUBJECT: APPROVE AMENDMENT NO. 1 TO CONTRACT SERVICES
AGREEMENT NO. 23B043 WITH WGJ ENTERPRISES, INC. DBA PCI,

FOR AIRFIELD RUBBER AND PAINT REMOVAL SERVICES AT THE

PALM SPRINGS INTERNATIONAL AIRPORT
FROM: Scott C. Stiles, City Manager
BY: Department of Aviation
SUMMARY:

This action will approve Amendment No. 1 to Contract Services Agreement No. 23B043 with WGJ Enterprises, Inc. dba PCI (PCI), in the additional amount of $245,000 for a total revised contract amount not to exceed $905,000 for airfield rubber and paint removal services at the Palm Springs International Airport (Airport).

RECOMMENDATION:

1. Approve Amendment No. 1 to Contract Services Agreement No. 23B043 (Attachment A) with WGJ Enterprises, Inc. dba PCI, in the additional amount of $245,000 for a total revised contract amount not to exceed $905,000 for airfield rubber and paint removal services at the Palm Springs International Airport.

2. Appropriate $245,000 from Airport Fund 415 to Airport account 4157030.40105 budget for Fiscal Year 2024-25.

3. Authorize the City Manager or designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B) submitted on May 30, 2023 WGJ Enterprises, Inc. dba PCI, is registered in the state of California.

BACKGROUND:

The Airport has two parallel asphalt paved runways: Runway 13R-31L and Runway 13L31R, and multiple taxiways and ramp areas. As a part of the Airfield Maintenance Program Item 1H - Page 1
City Council Staff Report
May 23, 2024 -- Page 2
Amendment No. 1 to Contract Services Agreement No. 23B043 with WGJ Enterprises, Inc. dba PCI and Federal Aviation Administration (FAA) requirements, the airfield requires rubber and paint removal and paint application on a reoccurring basis. Rubber buildup from the tires of landing aircraft gradually reduces the friction on runways, and periodically removing the rubber buildup is part of routine maintenance in order to increase the friction on runways for landing aircraft.

Over time, paint on the airfield can become worn out, cracked, or chipped. This can create a rough surface that can damage aircraft tires. Removing and reapplying paint on the airfield can help to maintain a smooth surface, reducing the wear and tear on aircraft tires.

Overall, removing rubber and paint and reapplying paint markings on the airfield is an important maintenance task that ensures safety, compliance, aesthetics, and maintenance of the airport.

The City’s Procurement and Contracting Department initiated an Invitation for Bids (IFB 23-19) on February 1, 2023, following Department of Aviation guidelines. Bids were solicited through the City’s vendor portal, PlanetBids, and advertised in the Desert Sun.

PCI submitted one of the three bids received for the airfield rubber and paint removal services.

On March 23, 2023, the City Council approved Contract Services Agreement No. 23B043 with WGJ Enterprises, Inc. dba PCI, for the airfield rubber and paint removal services for a total contract price of $660,000. This agreement was anticipated to cover the period from April 1, 2023, through March 31, 2026, encompassing rubber and paint removal, paint application, disposal of paint material, and necessary parts and materials needed.

The FAA requires airfield rubber removal services to be completed twice annually and airfield paint removal services to be completed annually. Based on the scope for IFB 23- 19, PCI had estimated that the annual services would require a quantity of 120,000 square feet for rubber removal services, 5,000 square feet for paint removal services, and 100 labor hours for paint application services.

STAFF ANALYSIS:

After further inspection of the Air Operations Area (AOA) (Attachment C), PCI determined that eight layers of rubber had to be removed to be in compliance with FAA regulations, and the amount of paint required to repaint the runway markings would be significantly greater than staff had anticipated. To be in compliance with FAA regulations, the actual first year services required 256,000 square feet of rubber removal services, 16,345 square feet of paint removal services, and 584 labor hours for paint application services. Furthermore, staff intended on using the Airport’s paint truck to apply the runway paint markings, however, the paint truck became inoperable and is unrepairable.

Therefore, staff had to utilize PCI’s services for all needed paint application services which absorbed the entire three-year value.

Item 1H - Page 2
City Council Staff Report
May 23, 2024 -- Page 3
Amendment No. 1 to Contract Services Agreement No. 23B043 with WGJ Enterprises, Inc. dba PCI Year to date, $658,336 of the contract amount has been utilized. The chart below illustrates the estimated bid amounts versus the actual amounts used to be in FAA compliance.

Description of Services Estimated Bid Amounts Actual Amounts Rubber Removal Services $63,600 $135,680
Paint Removal Services $15,000 $151,452
Paint Application Services $45,000 $262,800
Parts and Materials 15% Mark-Up $103,959
Paint Material Disposal N/A $4,445
Total $123,600 $658,336
The increase requested to the contract amount of $245,000, for a total revised contract amount not to exceed $905,000, is crucial to ensure that the Airport’s runway can be kept in compliance with FAA regulations. This increase will allow Airport staff additional time to collaborate with the Procurement and Contracting Department to facilitate a competitive bidding process for future airfield rubber and paint removal services.

ENVIRONMENTAL ASSESSMENT:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above-mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. In addition, the action would be categorically exempt from CEQA pursuant to Section 15301, in that the removal and paint application of new markings is a minor alteration of existing public facilities and will result in a negligible expansion of an existing use.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council priority 2 – Community Infrastructure, specifically 2A, Improve City Facilities.

FISCAL IMPACT:

Approval of this action includes an appropriation of $245,000 from the Airport Fund Balance to the Airport Account 4157030.40105 budget in Fiscal Year 2024-25.

Item 1H - Page 3
City Council Staff Report
May 23, 2024 -- Page 4
Amendment No. 1 to Contract Services Agreement No. 23B043 with WGJ Enterprises, Inc. dba PCI REVIEWED BY:

Department Director: Harry Barrett Jr.

Procurement and Contracting Director: Kim Baker
Finance Director: Kristopher Mooney
City Attorney: Geremy Holm
City Manager: Scott Stiles
ATTACHMENTS:

A. Amendment No. 1 Contract Services Agreement No. 23B043 B. Public Integrity Disclosure Form
C. Airport Operations Area (AOA)
Item 1H - Page 4

ATTACHMENT A
AMENDMENT NO. 1
TO CONTRACT SERVICES AGREEMENT NO. 24B043
WITH WGJ ENTERPRISES, INC. DBA PCI
Item 1H - Page 5

Revised: 10.31.23
AMENDMENT NO. 1 TO THE CONTRACT SERVICES AGREEMENT
NO. 23B043

BETWEEN THE CITY OF PALM SPRINGS AND WGJ ENTERPRISES,
INC. DBA PCI

1. Parties and Date.

This Amendment No. 1 to the Contract Services Agreement is made and entered into as of May 24, 2024, by and between the City of Palm Springs (“City”) and WGJ Enterprises, Inc. dba PCI, a California Corporation, (Contractor). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. The City and Contractor have entered into an agreement entitled “Contract Services Agreement 23B043” dated April 1, 2023 (“Agreement”) for the purpose of providing airfield rubber and paint removal and application services at the Palm Springs International Airport for an amount of $660,000 and a term of three-years.

2.2 Amendment No. 1. The City and Contractor desire to amend the Agreement to increase compensation for airfield rubber and paint removal and application services.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.3 of the Agreement.

3. Terms.

3.1 Compensation of Contractor. Section 3.1 of the Agreement is hereby amended in its entirety to read as follows:
“Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The Agreement is hereby amended to increase the compensation by $245,000 for a new not-to-exceed amount of $905,000.

3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.

3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

Item 1H - Page 6

Revised: 10.31.23

3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
Item 1H - Page 7

Revised: 10.31.23

SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND WGJ ENTERPRISES, INC. DBA PCI
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dates stated below.

CONTRACTOR:

By: _____________________________________ By: _________________________________________ Signature Signature
(2nd signature required for Corporations)
Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _________ Item No. _______
APPROVED AS TO FORM: ATTEST:

City Attorney City Clerk
APPROVED:

By: ______________________________ Date:

City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
By: _______________________________ By: _______________________________ Item 1H - Page 8

ATTACHMENT B

PUBLIC INTEGRITY BUSINESS DISCLOSURE
Item 1H - Page 9
Item 1H - Page 10

1. Name of Entity

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM
WGJ Enterprises Inc., dba PCI

2. Address of Entity (Principal Place of Business)
975 W 1st Street Azusa, CA 91702

3. Local or California Address (if different than #2)

4. State where Entity is Registered with Secretary of State California
If other than California, is the Entity also registered in California? D Yes 0 No

5. Type of Entity
[] Corporation D Limited Liability Company D Partnership D Trust D Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
William G, Jacob D Officer D Director D Member D Manager [name] D General Partner D Limited Partner
@Other President/Owner
D Officer D Director D Member D Manager
[name] D General Partner D Limited Partner
D Other
D Officer D Director D Member D Manager
[name] D General Partner D Limited Partner
D Other
Item 1H - Page 11

7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity

EXAMPLE
JANE DOE 50%, ABC COMPANY, Inc.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
A.

William G, Jacob 100%
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title Date w~zo~ 5/23/2023

ATTACHMENT C

AIRPORT OPERATIONS AREA (AOA)
Item 1H - Page 12
Item 1H - Page 13
AOA Map
1/19123, 1:30 PM

CITY COUNCIL STAFF REPORT
DATE: MAY 23, 2024 CONSENT CALENDAR
SUBJECT: APPROVE CONTRACT SERVICES AGREEMENT NO. 24B092 WITH

UNIVERSAL GREEN LLC FOR LANDSCAPE AND GROUNDS
MAINTENANCE SERVICES – ASSESSMENT DISTRICTS
FROM: Scott C. Stiles, City Manager
BY: David McAbee, Director of Public Works
SUMMARY:

This action will approve Agreement No. 24B092 with Universal Green LLC, in an amount not to exceed $887,055 for landscape and grounds maintenance services for the City’s assessment districts.

RECOMMENDATION:

1. Approve Contract Services Agreement 24B092 (Attachment A) with Universal Green LLC, to provide landscape and grounds maintenance services for the assessment districts in an amount not to exceed $887,055, subject to annual price adjustments, for the initial three-year term beginning July 1, 2024, through June 30, 2027, with two one-year extension options at the City’s sole discretion; and

2. Authorize the City Manager or his designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form (Attachment B) submitted on April 25, 2024, Universal Green LLC is registered in the state of California.

BACKGROUND:

The City of Palm Springs has historically contracted for landscape and grounds maintenance services since 1995 in an effort to reduce General Fund operating and maintenance costs. The current contract is expiring on June 30, 2024.

The prior contract included landscape and grounds maintenance services of assessment districts, medians and parkways, and City parks for a cumulative amount of Item 1I - Page 1
City Council Staff Report
May 23, 2024 -- Page 2
Award Landscape & Grounds Maintenance Services-Assessment Districts Contract $7,154,335.10 over the six-year term. The current cost for maintenance of assessment districts is $591,306.38.

In addition to the ongoing maintenance agreement, the City may at times request quotes for services following storm events that have resulted in damage to assessment district landscaping and irrigation systems. Those services have historically been handled as amendments to the service agreement or issued under a separate agreement with another vendor. This Invitation for Bid included pricing for additional services and materials within the total bid price to address these types of one-time costs, in an effort to expedite repair services, beyond regular maintenance.

STAFF ANALYSIS:

An Invitation for Bids (IFB 24-05) was initiated by the City’s Procurement and Contracting Department on March 21, 2024, based on the Department of Public Works specifications.

Bids were solicited directly via the City’s procurement vendor portal, PlanetBids. In addition, the IFB was advertised in The Desert Sun. Three bids were received by the April 25, 2024, deadline as follows:

Vendor Bid
Universal Green LLC – Desert Hot Springs, CA $887,055.00 Mariposa Landscapes, Inc. – Irwindale, CA $1,050,138.00 J. Orozco Enterprises, Inc. dba Orozco Landscape and Tree Co. – Pomona, CA
$1,627,204.38
The unit pricing is fixed for the first year and subject to a blended rate increase in the following years. Staff recommends approval of Contract Services Agreement No. 24B092 with Universal Green LLC for the initial three-year term in the amount not to exceed $887,055 effective July 1, 2024, through June 30, 2027, subject to two one-year optional renewals at the sole discretion of the City.

ENVIRONMENTAL ASSESSMENT:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above-mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council priority 2, Community Infrastructure.

Item 1I - Page 2
City Council Staff Report
May 23, 2024 -- Page 3
Award Landscape & Grounds Maintenance Services-Assessment Districts Contract FISCAL IMPACT:

Sufficient funds are budgeted and available in Fiscal Year 2024-25 account 1413060- 80000.

REVIEWED BY:

Assistant Director of Maintenance and Facilities: Daniel Martinez Director of Public Works: David McAbee
Procurement and Contracting Director: Kim Baker
Assistant City Manager: Teresa Gallavan
City Manager: Scott Stiles
ATTACHMENTS:

A. Contract Services Agreement No. 24B092
B. Public Integrity Disclosure
Item 1I - Page 3

ATTACHMENT A

Item 1I - Page 4

CONTRACT SERVICES AGREEMENT 24B092
LANDSCAPE AND GROUNDS MAINTENANCE SERVICES –

ASSESSMENT DISTRICTS
THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on July 1, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Universal Green LLC, a California Limited Liability Company, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS
A. City requires the services of a licensed and qualified firm to provide landscape and grounds maintenance services for the assessment districts, (“Project”).

B. Contractor has submitted to City a Bid to provide landscape and grounds maintenance services for the assessment districts, under the terms of this Agreement.

C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project.

D. City desires to retain the services of Contractor for the Project.

NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. CONTRACTOR SERVICES

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”).

Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees.

Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern.

1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.

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

1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement.

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2. TIME FOR COMPLETION
The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay.

3. COMPENSATION OF CONTRACTOR

3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $887,055.00.

3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director.

Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice.

3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into:

A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession.

3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City.

4. PERFORMANCE SCHEDULE

4.1 Time of Essence. Time is of the essence in the performance of this Agreement.

4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer.

4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified.

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The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three years, commencing on July 1, 2024, and ending on June 30, 2027, unless extended by mutual written agreement of the Parties. In addition, the term may be extended at the sole discretion of the City upon written notice to the Contractor, for two (2) additional one (1) year terms.

4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action.

Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.

5. COORDINATION OF WORK

5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Salvador Moreno-Ramos, Member. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.

5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals, and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the Item 1I - Page 7

same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City.

5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner.

5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor.

Name: Title:

Salvador Moreno-Ramos Member

5.6 California Labor Code Requirements.

A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements.

6. INSURANCE
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Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference.

7. INDEMNIFICATION.

7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement.

This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

8. RECORDS AND REPORTS

8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require.

8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services.

The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents.

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8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.

8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.

9. ENFORCEMENT OF AGREEMENT

9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California.

Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.

9.3 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.

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

9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement.

9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.

10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
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