Pico Rivera City Council
June 13, 2023

16. INSURANCE

16.1 During the term of this Agreement, Consultant shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with Consultant’s performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:

16.1.1 Comprehensive general liability, and Umbrella or Excess Liability Insurance covering all operations by or on behalf of Consultant providing insurance for bodily injury liability and property damage liability for the following and including coverage for:

16.1.1.1 Premises, operations, and mobile equipment

16.1.1.2 Products and completed operations

16.1.1.3 Broad form property damage (including completed operations)

16.1.1.4 Explosion, collapse, and underground hazards

16.1.1.5 Personal Injury

16.1.1.6 Contractual liability
in the amount of One Million Dollars ($1,000,000) per occurrence combined single limit; Two Million Dollars ($2,000,000) aggregate for products/completed operation; Two Million Dollars ($2,000,000) general aggregate (General aggregate must apply separately to Consultant’s work under this Agreement.); and Five Million Dollars ($5,000,000) umbrella or excess liability.

16.1.2 Automobile Liability Insurance for owned, hired and non-owned vehicles utilized by Consultant, its employees or subconsultants, in the amount of One Million Dollars ($1,000,000) per accident for bodily injury and property damage.

16.1.3 Worker’s Compensation Insurance as required by the laws of the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease.

16.1.4 Professional Liability Insurance against errors and omissions in the performance of the work under this Agreement with coverage limits of not less than One Million Dollars ($1,000,000) per occurrence of claim/ Two Million Dollars ($2,000,000) in the aggregate.

Professional Services Agreement

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16.2 Consultant shall require each of its subconsultants, if any, to maintain insurance coverage that meets all of the requirements of this Agreement.

16.3 The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best’s Insurance Guide.

16.4 Consultant agrees that if it does not keep the aforesaid insurance in full force and effect City may either: (i) immediately terminate this Agreement; or (ii) take out the necessary insurance and pay, at Consultant’s expense, the premium thereon.

16.5 At all times during the term of this Agreement, Consultant shall maintain on file with City’s Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and, for the general liability and automobile liability policies, naming the City as an additional insured. Consultant shall, prior to commencement of work under this Agreement, file with City’s Risk Manager such certificate(s).

16.6 Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall provide such proof to City at least two weeks prior to the expiration of the coverages.

16.7 The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming City, its officers, employees, agents and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to City. Consultant agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

16.8 The general liability and automobile policies of insurance provided by Consultant shall be primary to any coverage available to City. Any insurance or selfinsurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.

16.9 All insurance coverage provided pursuant to this Agreement shall not prohibit Consultant, and Consultant’s employees, agents or subconsultants, from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against the City.

16.10 Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of City, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.

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16.11 Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duties to indemnify, hold harmless and defend under Section 15 of this Agreement.

16.12 If Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

17. MUTUAL COOPERATION

17.1 City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available to City for the proper performance of Consultant’s services under this Agreement.

17.2 In the event any claim or action is brought against City relating to Consultant’s performance in connection with this Agreement, Consultant shall render any reasonable assistance that City may require.

18. RECORDS AND INSPECTIONS
Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. City shall have the right to access and examine such records, without charge, during normal business hours. City shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

19. PERMITS AND APPROVALS
Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement. This includes, but shall not be limited to, encroachment permits and building and safety permits and inspections.

20. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile, email, or overnight courier service during Consultant’s and City’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the Parties may, from time to time, designate in writing).

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If to City: If to Consultant:

Steve Carmona, City Manager
City of Pico Rivera
PO Box 1016
6615 Passons Blvd.

Pico Rivera, California 90660-1016
Facsimile: (562) 801-4765
Charles E. Kaufman IV, President
Public Restroom Company
2587 Business Parkway
Minden, NV 89423
With a courtesy copy to:

Arnold M. Alvarez-Glasman, City Attorney
13181 Crossroads Parkway North
Suite 400 - West Tower
City of Industry, CA 91746
Facsimile: (562) 692-2244

21. SURVIVING COVENANTS
The Parties agree that the covenants contained in Sections 13, 15 and Paragraph

17.2 of Section 17, of this Agreement shall survive the expiration or termination of this Agreement.

22. TERMINATION

22.1. City shall have the right to terminate this Agreement for any reason on five (5) calendar days’ written notice to Consultant. Consultant shall have the right to terminate this Agreement for any reason on sixty (60) calendar days’ written notice to City. The effective date of termination shall be upon the date specified in the notice of termination. Consultant agrees that in the event of such termination, City’s obligation to pay Consultant shall be limited to payment only for those services satisfactorily rendered, as solely determined by the City, prior to the effective date of termination. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.

22.2 If City terminates this Agreement due to no fault or failure of performance by Consultant, then Consultant shall be paid based on the work satisfactorily performed, as solely determined by the City, at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.

23. ASSIGNMENT
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Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City’s prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any Party other than Consultant.

24. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY

24.1 In the performance of this Agreement, Consultant shall not discriminate against any employee, subconsultant, or employment applicant because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. Consultant will take affirmative action to ensure that subconsultants, employees, and employment applicants are treated without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

24.2 Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

24.3 Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials.

25. WARRANTIES

25.1 Each Party has received independent legal advice from its attorneys with respect to the advisability of entering into and executing this Agreement or been provided with an opportunity to receive independent legal advice and has freely and voluntarily waived and relinquished the right to do so. Each Party who has not obtained independent counsel acknowledges that the failure to have independent legal counsel will not excuse such Party’s failure to perform under this Agreement.

25.2 In executing this Agreement, each Party has carefully read this Agreement, knows the contents thereof, and has relied solely on the statements expressly set forth herein and has placed no reliance whatsoever on any statement, representation, or promise of any other party, or any other person or entity, not expressly set forth herein, nor upon the failure of any other party or any other person or entity to make any statement, representation or disclosure of any matter whatsoever.

25.3 It is agreed that each Party has the full right and authority to enter into this Agreement, and that the person executing this Agreement on behalf of either Party has Professional Services Agreement

PUBLIC RESTROOM COMPANY

the full right and authority to fully commit and bind such Party to the provisions of this Agreement.

26. CAPTIONS

26.1 The captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the section or paragraph thereof, as the case may be, and not such heading, shall control and govern in the construction of this Agreement.

26.2 Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

27. NON-WAIVER

27.1 The waiver by City or Consultant of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. No term, covenant or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing.

27.2 Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance of the exercise by any Party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such Party of any of all of such other rights, powers or remedies.

27.3 Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Consultant.

28. COURT COSTS AND ATTORNEY FEES
In the event legal action shall be necessary to enforce any term, covenant or condition herein contained, the Party prevailing in such action, whether reduced to Professional Services Agreement

PUBLIC RESTROOM COMPANY

judgment or not, shall be entitled to its reasonable court costs, including accountants’ fees and expert witness fees, if any, and attorneys’ fees expended in such action. The venue for any litigation shall be Los Angeles County, California.

29. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to, the extent necessary to cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

30. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California.

31. COUNTERPARTS
This Agreement may be signed in any one or more counterparts all of which taken together shall be but one and the same Agreement. Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile or email transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the Party whose signature appears in the facsimile or email and shall be binding upon such Party in the same manner as though an originally signed copy had been delivered.

32. ENTIRE AGREEMENT
All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the Parties.

Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed by City and Consultant.
[Signatures on the following page]
Professional Services Agreement

PUBLIC RESTROOM COMPANY

TO EFFECTUATE THIS AGREEMENT, the Parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “CITY” “CONSULTANT”

CITY OF PICO RIVERA PUBLIC RESTROOM COMPANY
______________________________ ___________________________________ Erik Lutz, Mayor Charles E. Kaufman, IV, President
Dated: ________________________ Dated: _____________________________ ATTEST: APPROVED AS TO FORM:
___________________________ ___________________________________ Cynthia Ayala, Jr. Deputy City Clerk Arnold M. Alvarez-Glasman, City Attorney Professional Services Agreement

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EXHIBIT A

SCOPE OF SERVICES AND APPROVED FEE SCHEDULE
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EXHIBIT B
[Intentionally Omitted]
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EXHIBIT C

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. This Agreement calls for services that, in whole or in part, constitute “public works” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. Therefore, as to those Services that are “public works”, Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subconsultant that is not registered with DIR pursuant to Section 1725.5. Consultant and subconsultants shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If the Consultant or any subconsultant ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City.

4. Pursuant to Labor Code Section 1771.4, Consultant’s Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations.

5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.

6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subconsultant.

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7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.

8. Consultant shall comply with and be bound by the provisions of Labor Code seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. The Consultant shall not perform Work with any Subconsultant that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of consultants from public works.

The Consultant and Subconsultants shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of consultants from public works. If the Consultant or any subconsultant becomes debarred or suspended during the duration of the project, the Consultant shall immediately notify City.

10. Consultant acknowledges that eight hours labor constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code Section 1810.

Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by the Consultant or by any subconsultant for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the Professional Services Agreement

PUBLIC RESTROOM COMPANY

provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

12. For every subconsultant who will perform work on the project, Consultant shall be responsible for such subconsultant’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subconsultant a copy of those statutory provisions and a requirement that each subconsultant shall comply with those statutory provisions.

Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subconsultant’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subconsultant and upon becoming aware of the failure of the subconsultant to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant’s expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent consultants serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subconsultants, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys’ fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement.

Pico Park – Pico Rivera, CA | 5.31.2023| Reference # 11560-5/25/2023-1 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 1 of 9
Price Proposal: Pico Park – CWA Supervision Only
Owner: Pico Rivera, CA
Date: 5.31.2023
Reference: 11560-5/25/2023-1
Sourcewell: Contract 081721-PRM
Our Offer to Sell:

1. Prefabricated Building delivered to site $337,926
Public Restroom Company herein bids to furnish (building only per plans and specifications, delivered to site with all costs except installation including applicable taxes excluding retention. (Retention is not allowed as this is materials or a product fully assembled before shipment to the site and therefore not subject to retention.)

2. CWA Supervision of Installation of the Building above $15,370 ** Please note: If there is a Community Workforce Agreement or other regulation requiring local labor for installation, Public Restroom Company will not offer this full installation package. The building will be delivered to the site and offset with a crane only. The Owner or General Contractor will be responsible for installation, and a separate price will be issued for the crane and site supervision. Please see “Optional Building Installation Steps – By Others” on page 8.**

3. Owner/General Contractor Final Tie In of Utilities and other site work:
a. Owner/general contractor will excavate the utility trenches for placement of underground piping tree for plumbing and electrical, set the kit in place, provide the water test for inspection before backfilling, and then place coarse sand pad and screed it level for final building placement. Set the building on the site pad.
b. Connect the utility piping stub ups to the building piping stub down building points of connection for water, sewer, and electrical conduit to the building internal electrical panel. c. The exterior utility connections for water, sewer and electrical 6’ or less from the footprint of the building are by owner/general contractor.

4. Total Cost of building and delivery $353,296
9b
Pico Park – Pico Rivera, CA | 5.31.2023| Reference # 11560-5/25/2023-1 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 2 of 9
OWNER/GENERAL CONTRACTOR SCOPE OF WORK WITH/WITHOUT FOOTINGS:

Scope of Work Background:

Owner/General Contractor shall survey the site, establish survey for the building pad and prefabricated building slab elevation and front corners, excavate for building footings (if required), locate footing sleeves for electrical, waste, and water, pour the footings (if required), furnish sand base adjacent to subgrade pad, and provide location for utility POC’s nominally 6’ outside the foundation.

Preparation of Building Pad:

Owner/General Contractor is responsible for providing the building subgrade pad or when required footings to frost depth per Public Restroom Company design specifications. PRC will provide detailed drawings for the subgrade building pad, utilities POC’s, and if required the footings, attached to this scope of work.

Subgrade Pad/Foundation Requirements:

1. Owner/General Contractor shall survey the building site and provide a finished slab elevation for the prefabricated building. The building pad size we require is larger than the final actual building footprint. Provide building front corner stakes with 10’ offsets.

2. Excavate the existing site to the depth of the required footings to local code if required.

3. Furnish coarse concrete sand adjacent to subgrade pad so owner/general contractor can cut the utility trenches, install underground utilities, and screed sand.

Owner/General Contractor verification of site access to allow Building Delivery:

1. You certify to PRC that suitable delivery access to the proposed building site is available. Suitable access is defined as 14’ minimum width, 16’ minimum height, and sufficient turning radius for a crane and 70’ tractor-trailer.

2. Our cost is based upon the crane we provide being able to get within 35’ from the building center and for the delivery truck to be no more than 35’ from the crane center picking point.

3. If the path to the building site traverses curbs, underground utilities, landscaping, sidewalks, or other obstacles that could be damaged, it is the Owner/General Contractor ‘s responsibility for repair and all costs, if damage occurs.

4. If trench plating is required, it shall be the cost responsibility of the Owner/General Contractor.

5. If unseen obstacles are present when site installation begins, it is the Owner/General Contractor responsibility to properly mark them and verbally notify PRC before installation.

6. If weather becomes an issue for safety or site installation delays due to weather, Owner/General Contractor or PRC with General Contractor’s confirmation may call-off set. If building set is stopped, relocation of the building modules to an onsite or offsite location may incur additional costs to Owner/General Contractor.

Delivery Notice and Site Availability:

PRC will provide sufficient notice of delivery of the prefabricated building. The Owner/General Contractor shall make the site available during the delivery period. During the delivery period, on an Pico Park – Pico Rivera, CA | 5.31.2023| Reference # 11560-5/25/2023-1 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 3 of 9
improved site, Owner should stop site watering several days before delivery to minimize the impact on the soils for the heavy equipment needed for installation.

Caution: If site is not ready for our field crew to perform their delivery and if no notice of delay in readiness from Owner/General Contractor is received, PRC will provide a change order for remobilization on a daily basis until the site is ready for us. Ready means that the site pad is completed, the corner required survey stakes are in place, the slab elevation stakes are in place, the location of the front of the building is confirmed on site, and access to the site is available from an improved roadway. Owner/General Contractor shall sign the change order before we will continue delivery.

Utility Connections:

1. The Owner/General Contractor is responsible for flushing all water service lines before final connection.

2. The Owner/General Contractor is responsible for the final connections of water, sewer, and electrical at the exterior of building POC’s.

3. Owner/general contractor provides a POC for water, a POC DWV waste line with a clean out your service connection, and an electrical schedule 80 PVC sleeve at an exterior POC.

4. Owner/general contractor provides and connects the interior building utility connections and the Owner/General Contractor, or their subcontractor makes the exterior connections to POC’s for services.

Special Conditions, Permits, and Inspection Fees:

Follow any published specifications governing local building procedures for applicable building permit fees, health department fees, all inspection fees, site concrete testing fees, and compaction tests, if required by Owner. PRC is responsible for all required State inspections and final State insignia certification of the building, if applicable.

Jurisdiction for Off-site Work:

Jurisdiction, for permitting and inspection of this building shall be either the State agency who manages prefabricated building compliance in the state or the local CBO (when the State does not provide certification.) If the responsibility for building inspection is the local CBO, we will provide a certified plan set, calculations, and a third-party engineer inspection report for any and all closed work the local official cannot see.

PUBLIC RESTROOM COMPANY SCOPE OF WORK:

Our In Plant/Off-Site Construction Scheduling System:

PRC has several off-site manufacturing centers in the United States, strategically located, with the proper equipment and trained staff to fabricate our custom buildings to our high-quality fit and finish standards. PRC manages quality control in our off-site production facility to comply with the approved drawings and provides an inspection certification and photos as required. When proprietary materials, which we have designed and fabricated, are part of the project, PRC supplies the manufacturing centers Pico Park – Pico Rivera, CA | 5.31.2023| Reference # 11560-5/25/2023-1 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 4 of 9
with these proprietary PRC components. We then schedule the in-plant construction process to coordinate with your delivery date through our Operations Division field staff. We guaranty on time at cost delivery weather permitting.

Special Payment and Progress Billing Terms:

Invoicing begins on the 30th of the month following an order and/or the acceptance of the proposal/contract.

The first progress billing invoice will be issued for the commencement of design and engineering of architectural plans. This will be 10% of the contracted amount. Once construction begins invoicing will commence monthly based on plant percentage of completion, supported by photographs.

In the event of project stoppage, additional fees may be assessed for re-mobilization, storage, crane costs, etc. Our discounted project costs are based upon timely payments. Delays in payment could change delivery schedules and project costs.

Delivery and Installation Supervision:

Site Inspection:

PRC staff, upon site arrival, will verify the required dimensions of the building pad and the corner locations/elevation. We will also verify the delivery path from an accessible road or street and install the underground utilities to the point of connection nominally 6’ from the exterior of the building.

Testing of Water, Sewer, and Electrical in Plant and Final Site Utility Connection:

Before the building leaves the manufacturing center, PRC certifies a pressure water piping test, DWV, and the electrical connections for compliance with code. While the building is fully tested for leaks at the plant before shipment, road vibration may loosen some plumbing slip fittings and require tightening once the building services (water) is completed. Owner/General Contractor is responsible for minor fitting tightening to handle small slip fitting leaks caused by transportation.

Time of Completion:

PRC estimates a 240 calendar day schedule to complete our scope of work from receipt of written notice to proceed together with signed approved architectural submittals from all authorities required to approve them.

Exclusions/Exceptions:

1. Access issues for delivery of the building by a clear unobstructed path of travel from an improved roadway to the final installation pad or foundation may cause site delays and extra cost at each site. This exclusion covers sites whose access is limited by trees, inaccessible roadways, overhead power lines at location where crane will lift building, grade changes disallowing our delivery trailers with only 4” of clearance to grade, berms, or uneven site grades, or when the path of travel is over improvements such as sidewalks, all of which are not within the scope of work by PRC. On some sites without on-site storage availability for buildings that cannot be set, relocation to a proximal crane yard and later relocated to the site for installation, will incur additional fees at rates that vary Pico Park – Pico Rivera, CA | 5.31.2023| Reference # 11560-5/25/2023-1 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 5 of 9
depending on local rates. PRC will provide written costs for this additional work by change order.

2. If weather on site causes site delivery issues, the delivery may have to be diverted to an off-site location and the additional costs will be a change order to the bid. Our staff works with the Owner/General Contractor in advance to make sure sound decisions for delivery are made to avoid this issue. But sometimes Owner/General Contractor take risks for weather, but this risk is clearly at the Owner/General Contractor risk, not PRC.

3. Sidewalks outside the building footprint.

4. Trench plates or matting needed for protection of site soils, sidewalks, hardscaping, or site utilities shall be the responsibility of the Owner/General Contractor. Any site soils damage or other site improvements if damaged during installation shall be the responsibility of the Owner/General Contractor.

5. Not responsible for removing any soil, sand, or other debris as a result of trenching or installation.

6. Survey, location of building corners, finish floor elevation, excavation, and construction of subgrade building pad and footings (if required) per PRC plans.

7. Soil conditions not suitable for bearing a minimum of 1500 PSF with compaction to 90% maximum dry density shall require Owner/General Contractor correction before building placement. If no soils testing report is available before bid, Owner/General Contractor must verify site supporting soils at a minimum of 1500 PSF because that is the least we can place our structures on or Owner/General Contractor or engineer of record must design a foundation system to meet the imposed loads of site placement.

8. Improper water pressure, an undersized meter, or improper water volume flow to the building may necessitate a change order for installation of a building internal diaphragm tank to provide the minimum flow rate and static pressure of up to 60 PSI and a minimum of 40 PSI to properly flush the fixtures. Building water service chlorination, post installation, shall be by Owner/General Contractor.

9. Our bid included crane costs are based on a maximum 35’ radius from the center pin of the crane (10’ back from the rear of the crane) to the building center point of the furthest building module roof. If additional distance requires a larger crane, additional costs will be assessed by change order to the Owner/General Contractor.

10. Bonds, building permits, a site survey, special inspection fees, minor trash removal (nominally one pickup truck of shipping materials), final utility connections to the on-site water, sewer and electrical are by the Owner/General Contractor. Since the building is fully inspected and tested in plant, minor plumbing leaks (if water is not available when building site work installation is completed) is by the Owner/ General Contractor.

11. Site Traffic Control, if applicable, shall be by Owner/ General Contractor, not PRC.

12. Any equipment installation, site work or special inspections other than described within this proposal, shall be by Owner/General Contractor.

13. Backflow certification if applicable by Owner/ General Contractor.

Pico Park – Pico Rivera, CA | 5.31.2023| Reference # 11560-5/25/2023-1 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 6 of 9
Insurance and Prevailing Wage Certification:

PRC shall comply with the required insurance requirements, wage reports, and safety requirements for the project, including OSHA regulations.

Special Insurance to protect the Building before acceptance:

As PRC requires payment for each month of off-site construction, and since the building is not on owner property where their insurance will cover the building, we maintain a special policy that insures the property even when paid for off-site until the building is finally accepted by the owner. This special policy protects the Owner’s custom ordered materials to be used in the fabrication of the building during this period. PRC provides this Stock Throughput Policy to cover the building materials from supplier to manufacturer, while it is being built off-site, while in transit to the job site, during and after it is installed on-site until final acceptance. This special policy has a $1,000,000 coverage limit. This exceeds the cost of any single building we have offered for sale herein.

Errors and Omissions Insurance:

Our firm employs licensed architects, engineers, and drafting staff to provide design of our buildings.

Since these buildings are required to meet accessibility standards and building codes on site, and since we are the designer, we carry Errors and Omissions Insurance (E & O) to protect our clients from any errors. The policy covers a limit of up to $2,000,000 per occurrence and is more clearly explained in the insurance certificates we provide after receipt of a purchase order.

WARRANTY
All work performed by PUBLIC RESTROOM COMPANY (called “Company”) shall be warranted to the Owner to be of good quality, free of faults and defects in material, workmanship, and title for 5 years from last date of installation if building is installed by Company or 1 year if building is installed by Owner or Owner’s agent without on-site supervision by Company. Company warranty on building shell including exterior walls, concrete 8” slab/foundation, and roof system is warranted for 20 years structurally. The Company will repair or replace at their sole option any defects in work upon proper notice to the below stated address below.

Our Company extended warranties shall be Company only and shall have no effect on any required Performance, Payment, or Warranty Bonds where Surety shall assume no liability to the Company, the Owner, or any third parties should the Company fail for any reason to deliver acceptable maintenance warranties beyond the one year period. The warranty extension is solely between the owner and PRC and not the general contractor, bonding company, or architect/engineer of record.

This warranty applies only if all work performed by Company has been fully paid for, including change orders if applicable. Company has no responsibility for any neglect, abuse, or improper handling of building product.

The warranties expressed herein are exclusive, and are in lieu of all other warranties expressed or implied, including those of merchantability and fitness.

Pico Park – Pico Rivera, CA | 5.31.2023| Reference # 11560-5/25/2023-1 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 7 of 9
There are no warranties which extend beyond those described on the face of this Warranty. The foregoing shall constitute the full liability of the Company and be the sole remedy to the Owner.

Term of Offer to Sell and Owner/General Contractor Acceptance:

This offer is valid for acceptance within 30 days, or when a part of a public bid for the applicable duration imposed within the Owner’s bid documents. Acceptance is by approving our post bid preliminary notice to begin drawings subject to final Owner/General Contractor approval of our submittals and receipt of a contract or a purchase order/contract.

Special Notice of Possible Project Cost Increases as a Result of Late Payments:

In the event of delayed or late payment, PRC shall have the right to remedies including late charges, overall project total cost increases, and other damages as allowed by applicable law. The contract price quoted herein is a discounted price based upon our receipt of progress payments as invoiced on the agreed billing schedule of PRC. In the event of non-payment, PRC will provide a 5 day written notice to cure and if payment is still not received, the discounted price for the payment due may increase, to an undetermined amount, to cover work stoppage, remobilization, cancellation of materials and subsequent restocking charges, resale of the contracted building to another party, storage fees, additional crane fees, travel and per diem costs for field crews, and any other cost applicable to the project, as allowed by law. Interest if applicable to non-payment will be assessed at the maximum amount allowed by law or 18% whichever is greater.

Termination
Upon Termination for any reason, Owner/General Contractor shall be liable for the cost of all work performed up to the date of termination. Additionally, Owner/General Contractor shall pay for off-site demolition and disposal of the partially or fully fabricated building as well as any non-returnable materials which were custom-ordered to complete fabrication in PRC’s factory location. Any returned materials are subject to return and restocking fees at the Owner/General Contractor expense.

Venue for Contract Jurisdiction:

Public Restroom Company requires all contracts accepted by our firm to hold that the venue for legal jurisdiction for this contract offer and acceptance shall be Douglas County, Nevada. In the event of your default, PRC shall be entitled to the full amount due including reasonable attorney fees, costs, storage, expenses of physical recovery, and statutory interest, as allowed by law.

Pico Park – Pico Rivera, CA | 5.31.2023| Reference # 11560-5/25/2023-1 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 8 of 9
Optional Building Installation Steps – By Others:

If a Community Workforce Agreement or other labor regulation requires the use of local labor for site work, our trained installation staff will not be able to complete the installation work on site. In these cases, Public Restroom Company shall provide one staff member for supervision of installation work being performed by others for warranty to be valid. Below is a general guide for the installation and may not constitute a full installation process depending on the unique features of the site, building, and utilities needed.

1. Underground Utility Prep: *Reminder - 8” slab arrives with the building* a. Owner/ General Contractor to stringline outside of building slab and mark the utility drop locations per the plumbing drop plan provided with submittal drawings. b. Owner/ General Contractor to trench utility lines to meet the drop locations. c. Owner/ General Contractor to assemble the underground sewer piping, electrical conduit, and install underground water line.
d. Trench and install building utilities.
e. Slope the sewer to code (minimum 2%).
f. Shade pipes with sand while waiting for the underground inspection. g. Pass local building underground inspection.
h. Backfill with course mason sand around all the plumbing risers. i. Pad should be laser level 8” below the finish floor elevation. Place course mason sand and screed sand flush using 2x4’s.

2. Building Off-Load and Set:
a. Remove plastic shrink wrap.
b. Remove steel tie-down plates from building slab and install provided pick plates. c. Remove the electrical conduit from the main panel, clear all block out grates. d. Hook up the rigging and install protection from rigging at the fascia. e. Pick the building slowly, lift the building up 1 inch off the trailer to make sure building is secure. Check the level of the building and adjust with shackles. f. Set the building on the sub-grade at marked location. g. Repeat for any additional building modules.

3. Final Install Steps:
a. Make sure the building is level and aligned properly (block joints, cap beam, concrete slab, plumbing, fascia, ridge, etc.)
b. Dry in the roof including caulking joints at the fascia. c. Connect all interior plumbing, including clean outs before the exterior sewer POC. d. Connect the 2” electrical conduit to the main panel in the chase, install 10’ ground and connect it to the Ufer ground that is located under the panel. e. Touch up paint, as needed.
f. Sweep out all the rooms, wipe all fixtures and doors, etc. g. Install backer rod where the building modules join.
h. Install self-leveling caulking on the floor slab joints where the building modules meet.

Pico Park – Pico Rivera, CA | 5.31.2023| Reference # 11560-5/25/2023-1 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 9 of 9
No modifications to this offer shall be authorized unless confirmed in writing by the President of Public Restroom Company.

Offered by: Public Restroom Company by _________________________________ Charles E. Kaufman IV, President
This provides conditional acceptance of this preliminary purchase order for this building subject to acceptance of the submittals, furnished by Public Restroom Company. Once you accept the preliminary submittals, this shall become a final purchase agreement or at your discretion the final purchase order or a contract may be substituted with this attached.

Accepted by:
_______________________________ _______________________________ Authorized Signature Date Signed
_______________________________ _______________________________ Printed Name Legal Entity Name and Address
Date:

Bldg Size:

Type of Bldg:

CAP BEAM
Fascia 14/16 Ga Formed Galvanized Steel W/1" Return At Top (MVR) Entire Building Ceiling (MVR) 5/16" Cement Board Stucco Pattern Over 5/8" OSB ITEM
Metal Sales Image II 26 GA 26 GA SSM, Metal Sales Image II Standing Seam With 12" Striations W/Ice & Water

DESCRIPTION

ROOF SYSTEM
Storage - Above Cap Beam Painted OSB Above Cap Beam
Storage - To cap Beam Block filler & paint To Cap Beam
Mechanical - To Cap Beam Block filler & paint To Cap Beam Mechanical - Above Cap Beam Painted OSB Above Cap Beam
Restrooms - Above Cap Beam Stucco Pattern FRC - Painted Above Cap Beam ROOM
Restrooms Below Cap Beam Block filler & paint To Cap Beam

FINISH HEIGHT

WALL FINISHES - INTERIOR
Vents SS Wire Mesh Stainless Steel Wire Mesh
Exterior Paint PPG Exterior Gloss - Colors TBD by client FRC Siding -Above- Cap Beam FRC Stucco Pattern-James Hardie - Painted Above Cap Beam Cap Beam Cap Beam, Steel Tube, Painted
TYPE
CMU To Cap Beam

FINISH HEIGHT
Paint over block filler

WALL FINISHES - EXTERIOR
Precision Exterior 4" CMU
Site Address: 9528 Beverly Blvd
City, State, Zip: Pico Rivera, CA 90660

SPECIFICATIONS
Project #: 11560
Project Name: Pico Park

TYPE OF BUILDING
Construction Type
MVR WOOD Wood Framed walls above cap beam, and wood framed rafters [ceiling & vents same as MVR] Entire Building Floor Coating with Skid Resistant Additive - Flakes All

WALL SYSTEM

BUILDING WALLS HEIGHT
Building Walls Height 7'4"

EXTERIOR WALLS - CMU BLOCK TYPE AND COLOR ROWS
Precision Gray
FINISH

FLOOR SYSTEM
Entire Building

ROOM/ITEM
6/1/2023
See Drawings
SP-132
Restroom/Storage
Exposed Concrete with Light Broom Finish with Integral Additive for Stain/Moisture Resistance 9c

DESCRIPTION
Metering Faucet Single Hole Metering Faucet, Chicago Model # 333-E2805-665PSHABCP - Tempered Hose Reel & Hose Hose Reel With 5/8"x75' Garden Hose
Hose Bibb- Interior Acorn #8121-LF - in the Chase
Bladder Tank ProFlo PFXT5, (PRC)/ Amtrol 2 gal (Blazer) - no elect required Water Line Material
Valve Combo (PRV) Valve Combo with Pressure Reducing Valve Copper (Std)
Tempered Water to Lavs Thermostatic Mixing Valve, Acorn Model # ST70-12 Water Heater

FIXTURE/PART DESCRIPTION
Stiebel DHC-E3 1 lavatory

PLUMBING GENERAL
Floor Drains: W/Trap Primer Floor Drain Zurn # ZN460-2NH-5B W/Strainer / With Trap Primer Lever (Std) - Toilet Flush Valve Zurn W.C. Flush Valve 1.28 Ga Zurn # Z6143AV-HET-7L-BG Lever - Urinal Flush Valve Zurn Urinal Flush Valve .125 GPM Zurn # Z6195AV-ULF-7L-BG Lavs - Stainless Steel Rear Connect Acorn # 1652LRB-1-DMS-03-M-316SS Urinals - Stainless Steel Acorn # 1709 HEU-W-1-0.125-FVBO-316SS Toilets - Stainless Steel Acorn # 1675 W-1-HET 1.28 GPF-FVBO-ADA-PFS-316SS

PLUMBING

FIXTURE/PART DESCRIPTION

PRIVACY SCREENS (PARTITION WALLS)
CMU with Paperstone Doors CMU Stall Walls With Paper Stone Doors, Continuos Hinges, Pilasters Soap Dispenser PRC Proprietary Tank
W/Thru Wall Valve Thru Wall Valve ASI #353

ITEM MANUFACTURER/DESCRIPTION
Utility Hook (Standard) Utility Hook, Bright Finish, Bobrick # B-670-PRC or Franklin Brass 5501 for Blazer Hand Dryer Std Dyson Airblade V, Low Voltage 120V, Model # HU02, Spray Nickel Baby Changing Station Foundations 200-EH-1 Stainless Steel 3-roll Toilet Paper Holders Royce Rolls TP-3 Stainless Steel Signage
Grab Bars Grab Bars Stainless Steel
Door/Wall Signs Polished Aluminum & Blue
Aluminum Louvers (Chase Std) Louver Sunvent Industries Model #157 Polished Aluminum ITEM

RESTROOM ACCESSORIES

MANUFACTURER/DESCRIPTION FINISH
Magnetic Locks (SAM) SAM Securitron System Piezo Exit Switch SDC 4630 Series Ives Crash Chain (Standard) Ives Crash Chain, # CS11526D20, US26D, 20.5, Crash Stop Chase/Storage Door Threshold (No Tile) Threshold Fluted Saddle Mill Finish Alum, 4" Wide #270A36 Restroom/Chase Door Sweeps Pemko Door Sweep 321SSN36" Chase/Storage
Door Closer
Pull Plates

ITEM LOCATION
Rockwood-VRT24 "Z" (Standard w/Anti-Microbial) (Std)
LCN Closer, Model # 4211 Cush Arm (for Out Swing Door) Restroom Deadbolt SCHLAGE B600 series temporary large format core (std) Double Door (Storage Area) Hollow Metal 14 GA Door &14 GA Frame w/ Continuous Hinge (Includes Threshold) ITEM
Hollow Metal Doors Hollow Metal: Galvanized 14 GA. Door w/ 14 GA Frame Continuos Hinge

DOORS - HARDWARE

DESCRIPTION
200 amp Single Phase -

RECEPTACLES/SWITCHES, HEATERS, FANS, HVAC, LIGHTED SIGNS

ITEM DESCRIPTION LOCATION
GFCI (Adjacent to Panel)
GFCI
Storage Lights C) Green AL-42L 36W (large room) waterproof 30 Watts Switches Single Pole Single Pole (Adjacent to Panel)
Receptacles
Receptacles
Emergency Light Lithonia ELM2L Led 2 Head Led Emergency Light (Mechanical Room) Switches By Pass By Pass (To By Pass OCC Sensors)
Chase Lights C) Green AL-42L (large Chase)Waterproof 30 Watts Exterior Light W/C) Luminaire, Swoop Series SWP-610-OP-BRZ 15 Watts Lighting Control -Exterior- Photo Cell Intermatic Photo Control #EK4336S Interior Lights W/C) Luminaire, Swoop Series SWP1212-OP-BRZ-OCC 15 Watts OCC Sensor Switch for St&CN Occupancy Sensor Wall Switch with Dimming Lighting Control -Interior- Light Fixture Integraded Occupancy Sensor (OCC) ITEM
Breakers Plug on (QOD)

LIGHTING
DESCRIPTION (W=WALL, C=CEILING)
Electrical Panel

ELECTRICAL

ITEM DESCRIPTION
120/240 v 42 Circuits

081721-PRM
Rev. 3/2021 1
Solicitation Number: RFP 081721

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Public Restroom Company, 2587 Business Parkway, Minden, NV 89423 (Supplier).

Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Restroom and Shower Facility Solutions from which Supplier was awarded a contract.

Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires October 15, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.

C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. 











 

9d
081721-PRM
Rev. 3/2021 2
Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new and the current model.

Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be 











 

081721-PRM
Rev. 3/2021 3
returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.

B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt entity.

C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.

At a minimum, the request must:
x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; 











 

081721-PRM
Rev. 3/2021 4
x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at governmentowned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell 











 

081721-PRM
Rev. 3/2021 5
contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.

Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which will be negotiated directly between the Participating Entity and the Supplier. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as ecommerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:













 

081721-PRM
Rev. 3/2021 6
x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following fields:
x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased 











 

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by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.

D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.












 

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E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. INDEMNITY AND HOLD HARMLESS

Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use thetrademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, 











 

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resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws.

5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.












 

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14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract. 











 

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The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms 











 

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no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is 











 

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primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.

Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 











 

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21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonfederal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. 











 

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C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names 











 

081721-PRM
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of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation 











 

081721-PRM
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and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.

O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.

P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.

Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.

R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.

Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. 











 

081721-PRM
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T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.

22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Public Restroom Company
By: __________________________ By: __________________________ Jeremy Schwartz Katie Sherin
Title: Chief Procurement Officer Title: Chief Operating Officer Date: ________________________ Date: ________________________ Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________












 





 









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Bid Number: RFP 081721 Vendor Name: Public Restroom Company 











 

Public Restroom Company 081721-PRM
Pricing for contract #081721-PRM offers Sourcewell participating agencies the following discounts:
• 5% Discount off the Base Model Price (MSRP) for all prefabricated buildings with standard finishes and fixtures.
• The standard discount does not apply to shipping and installation expense, which includes a third-party crane rental. These costs will be quoted and added to the final delivered price. • We will offer the following volume discounts to Sourcewell participating agencies for any order(s) placed within the four (4) year contract period:
o Orders between $500,000 - $999,999, an additional 1% to standard discount o Orders between $1M – 1.5M, an additional 2% to standard discount o Orders over $1.5M+, an additional 3% to standard discount 9e
To: Mayor and City Council
From: City Manager
Meeting Date: June 13, 2023
Subject: APPROVE TWO (2) LEASE-PURCHASE AGREEMENTS

WITH LEAF CAPITAL FUNDING, LLC AND A

MAINTENANCE AGREEMENT WITH IBE DIGITAL FOR A

PRODUCTION COPIER FOR SPECIALIZED PRINTING
Recommendation:

1. Approve a 63-month lease-purchase agreement with Leaf Capital Funding, LLC for a Konica Minolta C4070 Copier in the amount of $79,406 for the lease plus $8,130 for estimated taxes for a total of $87,535;

2. Approve a 63-month lease-purchase agreement with Leaf Capital Funding, LLC for a Programmable Cutter and Friction Feed folder for the Konica Minolta C4070 Copier in the amount of $33,636 for the lease plus $3,438 for estimated taxes for a total of $37,073;

3. Approve a 63-month maintenance agreement with IBE Digital for maintenance and operations of the Konica Minolta C4070 copier machine and related equipment in the Parks and Recreation Department in the amount of $63,000; and

4. Authorize the City Manager to execute all documents related to the copier lease and maintenance agreement in a form approved by the City Attorney.

Fiscal Impact:

According to the agreement, the City will assume responsibility for paying lease and maintenance fees, as well as taxes, beginning in July 2023 and continue until September of 2028. The fiscal year (FY) 2023-24 budget includes $35,878 in the Print, Duplicate & Photocopying Account No. 100.90.9002-52400 to pay the monthly lease and maintenance agreements along with appropriate taxes. The budget for each upcoming year will incorporate the necessary funds to sustain the lease and upkeep of the devices for the duration of the contracts.
10 CITY COUNCIL AGENDA REPORT – MEETING OF JUNE 13, 2023 APPROVE TWO (2) LEASE-PURCHASE AGREEMENTS WITH LEAF CAPITAL

FUNDING, LLC AND A MAINTENANCE AGREEMENT WITH IBE DIGITALFOR A

PRODUCTION COPIER FOR SPECIALIZED PRINTING

Background:

The Parks and Recreation Department (Department) has been utilizing an in-house copier for printing for the past eight (8) years. As of September 2021, the equipment lease has expired, therefore, the Department's lease agreement has been on a monthto-month basis since that time. Simultaneously with the expiration of the lease, the City underwent a closure to the public as a result of the COVID-19 pandemic. During this period, the Department was engaged in the process of evaluating the appropriate course of action with regards to the production of marketing materials in-house.

Discussion:

When the Department’s Media Division returned to full capacity, it was determined that the current copier no longer fits the needs of the Department because of its outdated software and out-of-contract service. The Department’s Marketing Division prints marketing and informational materials for programs, grants, projects, and special events, such as booklets, brochures, and handbills that require specific materials and finishing processes. The current copier does not have the capability to fold, cut and trim custom pieces.

Staff is suggesting an investment of new equipment through a lease-purchase agreement as a means to enhance the quality of printing materials. The Konica Minolta C4070 is a multifunctional production copier that has the capability to print, trim, and bind various paper weights for booklets. This copier is proposed to be used by the Department to print large quantities of in-house materials. Also suggested is the inclusion of proposed new additional equipment, a Triumph 5255 20-1/2" Programmable Cutter and MBM 352F Friction Feed Folder, in order to create a variety of print materials. This new equipment will enable the Marketing Division to fold and cut brochures and pamphlets to satisfy the marketing requirements of multiple departments.

IBE Digital (IBE) is the provider of the Konica Minolta C4070 copier as well as The Triumph 5255 20-1/2” Programmable Cutter and MBM 352F Friction Feed Folder machine. To reduce the capital expenditure burden, staff recommends that the equipment be acquired through a lease-purchase agreement with Leaf Capital Funding, LLC. The lease will be for a 63-month term at which time the City will own the two (2) additional machines. The approval for the lease-purchase is recommended under the Pico Rivera Municipal Code, Section 3.20.030 allowing cooperative and piggyback purchasing of equipment and supplies. This equipment was part of Sourcewell Contract No. 030321-Kon RFP. During the lease period, staff also recommends that IBE be engaged for equipment maintenance and support. Under the terms of the maintenance agreement, IBE will install, provide support, training, troubleshooting, and replace toners.

The monthly cost of IBE’s service varies and is based on the month’s consumption and number of printed pages. The agreement covers black and white copies for $0.01 each CITY COUNCIL AGENDA REPORT – MEETING OF JUNE 13, 2023
APPROVE TWO (2) LEASE-PURCHASE AGREEMENTS WITH LEAF CAPITAL

FUNDING, LLC AND A MAINTENANCE AGREEMENT WITH IBE DIGITALFOR A

PRODUCTION COPIER FOR SPECIALIZED PRINTING

and color copies for $0.0449 each. An estimate based on previous usage of $1,000 per month is used to set the contract amount and will be modified as necessary in the future.

A summary of the costs is provided below:

Conclusion:

Staff recommends the City Council authorize two 63-month lease-purchase agreements with Leaf Capital Funding, LLC for Konica Minolta C4070, Triumph 5255 20-1/2” Programmable Cutter and MBM 352F Friction Feed Folder, authorize a 63-month maintenance agreement with IBE Digital and authorize the City Manager to sign all related documents. The total cost of the two lease-purchase agreements and the maintenance agreement together with taxes and one-time documentation fees is estimated to be $187,608.70 over the 63-month period.

Steve Carmona
SC:PY
Enclosures: 1) Leaf Capital Funding, LLC Copier Lease-Purchase Agreement 2) Leaf Capital Funding, LLC Finishing Equipment Lease-Purchase Agreement
3) IBE Maintenance Agreement
4) IBE Proposal
Item Term
(Months)
Monthly
Payments
Including Taxes
One-Time
Doc Fee Total Cost
Konica Minolta
C4070 63 $1,259 $95 $79,406
Konica Minolta
Taxes 63 $129 NA $8,130
Cutter & Folder 63 $532 $95 $33,636
Cutter & Folder
Taxes 63 $55 NA $3,438
Maintenance 63 $1,000 NA $63,00
Totals $2,975 $190.00 $187,609
10a

63 63 532.39
10b

Funding Provided $25,388.00 This is how much funding LEAF Capital Funding, LLC will provide.

Annual Percentage
Rate (APR) NaN%
APR is the cost of your financing expressed as a yearly rate. APR incorporates the amount and timing of the funding you receive, fees you pay, the periodic payments you make, and the anticipated cost for you to acquire the property at the end of the lease term.

Your APR is not an interest rate.

Your APR is calculated assuming this financing commences on the date this Offer Summary was created. If this deal commences on a subsequent date, the APR may vary.

Finance Charge $8,248.57
Total interest of $8,152.57
Documentation Fee of $95.00
Purchase Option (if exercised) of $1.00
Total Payment Amount $33,636.57 This is the total dollar amount of payments you will make during the term of the contract (including the cost of the purchase option).

Payment
$532.39/month
$95.00 due with the
first payment
Purchase Price: $1.00
The regular payments are $532.39 and are due monthly. In addition, a one-time documentation fee of $95.00 is due with the first payment. In addition, the Purchase Price you may pay at the end of lease to acquire the property: $1.00.

Term 5 years & 3 months
Prepayment
If you pay off the financing before the end of the term, you will be required to pay all or a portion of the finance charge other than accrued and unpaid interest, up to $8,248.57 If you pay off the financing before the end of the term, you will not be required to pay additional fees or charges.

This Offer Summary was created as of 3/31/2023 and is valid through and including the earlier of a subsequent Offer Summary or 6/26/2023.

You are also advised that this is an Offer Summary and is not the financing agreement. Instead, this Offer Summary is the proposal required by law to be provided to you before entering into the financing agreement. The terms set forth in this Offer Summary are only those terms required by law to be included in an Offer Summary and not all of the terms and conditions of the financing agreement.

Applicable law requires this information to be provided to you to help you make an informed decision. By signing below, you are confirming that you received this information.

City Of Pico Rivera
\s1\
Recipient Signature
\d1\
Date
CA DISC 01 11-2-2022 App=806990

OFFER SUMMARY FOR LEASE AGREEMENT
1 of 3
Maintenance and Support Agreement
Customer Information
Location Bill To
Company Name: Company Name:

Street Address: Street Address:

City: State: Zip: City: State: Zip:

Main Phone: Main Fax: Main Phone: Main Fax:

Key Operator’s Name: Location: Buyer’s Name: Title:

Key Operator’s Phone #: Key Operator’s Fax #: Buyer’s Phone #: Buyer’s Fax #:

Meter Read Contact Name: Meter Read Contact Email: Meter Read Contact Phone: Meter Read Contact Fax:

Tax Exempt? Yes No Seller’s Permit Number:________________ CA Resale Certificate Must Be Attached PO Required? Yes No PO Number:______________ PO Expiration Date: ______________ Individual PO Blanket PO PO Contact_______________ Email:______________ Phone:_____________ Equipment Covered and Pricing
Equipment Covered By This Agreement: Contract Term (Months):

Equipment Brand and
Model
Serial No: IBE’s
Equip. ID
Meters
Type
Start
Meters
Base
Charge
Copies
Included
Overage
Rates
Installation
Location
B&W
Color
B&W
Color
B&W
Color
B&W
Color
B&W
Color
Coverage/Billing Options
Coverage Options:

Select Options Supply Included Staples Included Freight Included Billing Options:

Initial Term in Months:

Flat Rate Frequency: Monthly Quarterly Annually
Meter Frequency: Monthly Quarterly Annually
Aggregate Volume:

Effective Date: On Install Date:_______________
Billing Date: Selected By IBE:______________ Preferred Date:_____________ ͺͺͺͺͺͺͺͺ
10c
2 of 3
Terms and Conditions
GENERAL SCOPE OF COVERAGE: In consideration for the payment by customer of the maintenance charges set forth herein, except as provided herein, IBE Digital shall provide all labor, parts and materials except required for the maintenance and minor repair of the equipment, set forth on the reverse side hereof, which adjustment and maintenance is caused by the Customer's normal, non-commercial use of the equipment. Damage to the equipment or components arising out of misuse, negligence, neglect or causes beyond IBE's reasonable control are not covered. Not included in the maintenance and support agreement unle are paper, staples, freight, and network support.

SERVICE CALLS: Service calls under this agreement will be performed during normal business hours at the installation address shown on this agreement. Travel and labor time for service calls after normal hours, on weekends and on holidays, if and when available, will be paid by Customer at the overtime rates in effect at the time the service call is made. Customer agrees to promptly notify IBE of any requests for service, by contacting the IBE Service Department. During the performance of IBE’s maintenance services, Customer agrees that IBE shall have the right to generate all copies/prints/faxes necessary to properly perform its service without being required to credit Customer's account. This agreement does not include mileage on service calls for customers outside of IBE 's normal service area. Service performed after the termination, expiration or non renewal of this agreement will be paid for by Customer on a "Per Call" basis at IBE 's then published rates. All on-site service calls are billed at a one-hour minimum and 15 minute increments thereafter. All phone support is billed in 15 minute increments.

CHARGES: The initial charge for maintenance under this agreement shall be the amount set forth on the reverse side hereof. Customer agrees to pay IBE up to $175.00 on the due date of the first payment to cover the expense of originating the agreement and delivery of the equipment. The maintenance charge may be changed annually to the then effective IBE rates.

Customer agrees to pay the total of all charges for maintenance during the initial term and any renewal term within 10 days of the due date or of the date on which IBE invoices Customer for such charges, whichever is earlier. IBE reserves the right to withhold service or supplies if any charges become past due, regardless of whether those charges are related to this Agreement or the equipment covered by this Agreement. Customer understands that alterations, attachments, or specification changes to the equipment may require an increase in maintenance charges and agrees to pay such charges promptly when due. IBE reserves the right to charge a processing/handling fee. Customer agrees that IBE may increase the base charge and overage rates each year during any term by an amount not to exceed 10%. Customer agrees that the base charge and overage rates may be proportionately increased at any time if our estimated average page coverage is exceeded. We will compare the actual quantity of supplies shipped to you against your inventory and the equipment meter reading(s). This comparison is based on the manufacturers published supply yield for 8 ½ x 11 images. You agree that we reserve the right to bill you for any increased supply usage in excess of the manufacturers published yield. Labor for the installation of memory upgrades or other upgrades and enhancements, or parts and supplies not provided by IBE, are not covered by this agreement and will be installed on a "Per Call" basis at IBE 's then published rates. Appropriate taxes will apply.

METER READINGS: Customer agrees to provide IBE true and accurate meter readings monthly and in any reasonable manner requested by IBE. If accurate meter readings are not provided, IBE reserves the right to estimate Customer's meter readings based upon previous meter readings and bill Customer based upon such estimates or send an IBE representative to visually inspect such meter readings, in which event Customer shall also pay IBE an additional charge for such site visit.

RECONDITIONING: In the event Customer's equipment cannot be properly maintained by IBE, due to the age or condition of the equipment, to perform on a reasonably consistent and good quality basis, Customer's equipment may need to be replaced or reconditioned. When, in its sole discretion, IBE determines reconditioning is necessary to keep the equipment in good working condition, IBE will submit to customer, an estimate of the reconditioning costs which will be in addition to the charge payable under this Agreement. If the customer does not authorize such reconditioning, IBE may discontinue service of the equipment, terminate this agreement, and refund the unused portion of the maintenance charge, if any, or give notice of its intention not to renew this agreement upon its expiration. Thereafter, service will be available on a "Per Call" basis at IBE 's published rates.

TERM, TERMINATION AND RENEWAL: This agreement shall become effective upon the proper execution of this Agreement by Customer and IBE, and shall continue for a minimum of 60 months, or the time period specified on the reverse side hereof, or shall continue until Customer has generated the maximum number of copies/prints/faxes shown on this agreement, whichever occurs first. This agreement shall automatically renew for successive similar periods or number of copies/prints/faxes unless written notice is received by the non-terminating party 30 days prior to the expiration date, as extended, or approximately 30 days prior to the expected generation of the maximum number of copies/prints/faxes, as extended. IBE reserves the right to modify the maximum number of copies/prints/ faxes in any renewal in a good faith attempt to approximate the number of copies/prints/faxes Customer would generate during the covered period. Notice of the election not to renew this agreement, shall be sent, by the terminating party to the non-terminating party, by IBE's regular address (If Customer is terminating party). Notwithstanding anything to the contrary, IBE may terminate this agreement at any time in the event (a) the equipment is modified, damaged, altered, serviced by personnel other than those employed by IBE, or if parts, supplies, accessories or components not authorized by IBE are fitted to or used in the equipment; or (b) if the Customer uses supplies other than IBE supplies and such supplies are defective or not acceptable for use in IBE equipment and cause abnormally frequent service calls or service problems. If there is a change to more than 10% of your original number of units, your CPC will be adjusted to the current IBE cost per page for the new mix of models. All other terms of the contract will remain in effect.

BREACH OR DEFAULT: If the customer does not pay all charges, billed under the terms of this Agreement, promptly, when due, in the event of a breach of any of the other terms of this Agreement, IBE may (a) refuse to service the equipment until remittance is made, (b) provide service on "Per Call" basis rates, (c) require C.O.D. payment in full at the time of service at IBE's "Per Call" basis rates, and (d) take any and all other actions as provided by law. Such remedies shall be cumulative, and the waiver of any one breach by Customer shall not be deemed a waiver of any other or subsequent breach.

PRORATION AND TRANSFERS: If the covered equipment is upgraded with equipment purchased from IBE, any unused portion of a paid Agreement may be prorated and applied toward a service program for the new equipment. This agreement may not be assigned by the Customer without IBE prior written consent. Customer specifically agrees that this Agreement shall not terminate upon Customer's election to sell, transfer or remove from service any equipment covered by this Agreement, unless IBE agrees, in writing, to terminate this Agreement prior to such sale, transfer or removal from service.

INSURANCE: During the term of this Agreement, Customer will keep the equipment insured against all risks of loss or damage in an amount not less than the replacement cost of the equipment, without deductible, and without co-insurance. Customer shall also obtain and maintain for the term of this Agreement, comprehensive public liability insurance covering both personal injury and property damage of at least $100,000 per person and $300,000 per occurrence for bodily injury and $50,000 for property damage. IBE shall be the sole named loss payee on the property insurance and shall be named as an additional insured on the public liability insurance. Customer will pay all premiums for such insurance and shall deliver proof of insurance coverage satisfactory to IBE. If Customer does not provide such insurance, Customer agrees that IBE has the right, but not the obligation, to obtain such insurance, and add an insurance fee to the amount due, on which IBE makes a profit.

MISCELLANEOUS: IBE expressly disclaims any duty as an insurer of the equipment herein and Customer shall pay for all costs or repair and parts or replacement of the equipment made necessary by any casualty, theft, or negligent act of Customer or Customer's Agents. Customer agrees to provide reasonable space and proper and sufficient electrical power as specified or required for each machine. IBE's technicians must be able to access the machine from all sides. Equipment relocation by IBE is not covered under this Agreement. This Agreement represents the entire Agreement between the parties and supersedes all prior oral and written proposals and communications. Customer shall pay all IBE costs and expenses (included, but not limited to legal fees and costs) incurred in the collection of any amount due to IBE, or incurred in the enforcement of IBE rights and remedies under this Agreement, whether or not legal action is instituted. In the event any amounts required to be paid by Customer under this Agreement are not paid when due, IBE may assess and collect a finance charge equivalent to

1.5% per month on all outstanding amounts. This Agreement shall be governed by and construed according to the laws of the State of California, and the jurisdiction and venue for any legal action shall be in the City and County of Los Angeles, California or Orange County, California. IBE reserves the right to provide compatible parts and supplies for printer fleet.

Customer Initials:_____________
Date Signed:________________
3 of 3
Authorization and Acceptance
Customer Authorization and Acceptance
Customer Signature:_____________________________________ Date Signed:_____________________________ Customer Print:_________________________________________ Title:____________________________________ IBE Digital Authorization and Acceptance
IBE Digital Signature:_____________________________________ Date Signed:_____________________________ IBE Digital Print:_________________________________________ Title:____________________________________

CITY OF PICO RIVERA
2023 IBE DIGITAL 0
Graphics Print Program
for
City of Pico Rivera
Parks and Recreation Department
All information enclosed within this document is confidential and may not be disseminated to any party other than the addressee without the express, written consent of IBE Digital 10d

CITY OF PICO RIVERA
2023 IBE DIGITAL 1
Konica Minolta C4070
Quantity Description
63-month FMV lease
Payment
1 Konica Minolta C4070
DF-713 Auto Duplex Document Feeder, PF-707m Paper Feed Unit, RU-518m Relay Unit, SD-513/F Saddle Stitcher, SD-513 Saddle Stitcher, TU-503 Trimmer Unit, CR-101 Creaser Unit, FD-504 Folding Unit, FS-532m Staple Finisher, IC-419 Fiery Image Controller, EFI Hot Folders & Virtual S/W License, VI-515 Video Interface for Controller, ES-3000 Spectrophotometer,

FIERY IMPOSE WITHOUT ACRBT-PTSTP
$1,258.90
Tax $129.04
Total $1,387.94
Black & White Cost-Per-Copy Color Cost-Per-Copy
$0.01 $0.0449
Sourcewell # 030321-KON
A service contract with IBE Digital includes all parts, labor, service calls and supplies. Excludes paper, staples and taxes.

All figures do not include sales tax

CITY OF PICO RIVERA
2023 IBE DIGITAL 2
Finishing Accessories
Option 2
Quantity Description
63-month $1
out lease
Payment
1 Cutter
Triumph 5255 20-1/2" Programmable Cutter, Installation and Training $332.12 1 Folder
MBM 352F Friction Feed Folder, Silencing Covers, Installation and Training $200.26 Subtotal $532.39
Tax $54.57
Total $586.96
Sourcewell # 030321-KON
To: Mayor and City Council
From: City Manager
Meeting Date: June 13, 2023
Subject: AWARD A PROFESSIONAL SERVICES AGREEMENT TO
PASSAGE ENTERTAINMENT INC. FOR SOUND AND

AUDIO ENGINEERING AT ALL CITY SPECIAL EVENTS
Recommendation:

1. Award a Professional Services Agreement (PSA) to Passage Entertainment Inc. for sound and audio engineering at all City Special Events, in the amount not-toexceed $300,000, for a three-year term with a not-to-exceed amount of $100,000 per year with the option to extend for a total of two (2) years; and

2. Authorize the City Manager to execute all documents necessary for the purchase and PSA submission and/or related agreement in a form approved by the City Attorney.

Fiscal Impact:

The maximum contract value for sound and audio engineering services for all City Special Events is $300,000 for a duration of three (3) years. The agreement allows for an extension of two (2) additional years, with the annual cost of the extension not-toexceed $100,000 per extended year. Prior to the issuance of specific purchase orders, all costs associated with sound and audio for special events will be properly classified and budgeted according to line items and confirmed with the Administrative Services Department.

Discussion:

The City’s Parks and Recreation Department (Department) is responsible for planning, coordinating, and hosting many large-scale special events, including but not limited to the Fireworks Spectacular, Summer Street Fest, Fiestas Patrias, and the Holiday Festival and Tree Lighting Ceremony, which require the use of a stage, lighting and LED screens. Staff issued a Request for Bids (RFB) for a contractor to assist the Department with this ongoing, specialized need.
11 CITY COUNCIL AGENDA REPORT – MEETING OF JUNE 13, 2023

AWARD A PROFESSIONAL SERVICES AGREEMENT TO PASSAGE
ENTERTAINMENT INC. FOR SOUND AND AUDIO ENGINEERING AT ALL CITY

SPECIAL EVENTS

On May 24, 2023, a Request for Proposals (RFP) for sound and audio engineering was issued. In addition, staff reached out to 12 different companies and received the following two (2) responsive bids:

Company Name Cost Per Concert Sound &
Engineering
Passage Entertainment, Inc. $6,500
Cosmos Sound, Lighting and Video $9,805
Passage Entertainment, Inc. has been identified as the lowest and most responsive bidder. If approved, all departmental divisions will be able to utilize their services throughout the fiscal year (FY). Beginning on July 1, 2023, the division for Special Events anticipates spending $60,000 per contract year and the remaining fund balances will be distributed across the remaining 2024-26 FY. Staff requests a maximum of $100,000 per fiscal year so that the City can add services for potential new events that are initiated and supported by City Council.

The agreement (Enclosure 1) covers all costs and requests for sound and audio engineering for the following City events: Two (2) Firework Spectaculars, three (3) Summer Street Fests, one (1) Fiestas Patrias, one (1) Holiday Festival and Tree Lighting Ceremony, five (5) Senior Center Events, and three (3) Adaptive Recreation Dances.

Conclusion:

It is recommended that the City Council approve a Professional Services Agreement with Passage Entertainment Inc. for an initial three-year term agreement for $300,000, with the option to extend for an additional two (2) years by a written and executed amendment.

Steve Carmona
SC:PY
Enclosure: 1) Professional Services Agreement
AGREEMENT NO. _______

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF PICO RIVERA AND
PASSAGE ENTERTAINMENT, INC.

1. IDENTIFICATION
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the City of Pico Rivera, a California municipal corporation (“City”) and Passage Entertainment Inc., a California corporation (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as a “Party” and collectively referred to as “Parties.”

2. RECITALS

2.1 City has determined that it requires professional services from a Contractor to provide professional audio system and audio techs for City events.

2.2 Contractor represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Contractor further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the performance by the Parties of the mutual covenants and conditions herein contained, the Parties hereto agree as follows:

3. DEFINITIONS

3.1 “Scope of Services”: Such professional services as are set forth in the Contractor’s May 17, 2023, proposal to City attached hereto as Exhibit “A” and incorporated herein by this reference.

3.2 “Approved Fee Schedule”: Such compensation rates as are set forth in the Contractor’s May 17, 2023, proposal to City attached hereto as Exhibit “B.”

3.3 “Commencement Date”: July 1, 2023

3.4 “Expiration Date”: June 30, 2026 (the “Initial Term”), with an option to extend for an additional two (2) years.

4. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Expiration Date unless extended by written agreement of the Parties or terminated in accordance with Section 22 below. The term Enclosure 1
11a
Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

of this Agreement may be extended for an additional two (2) years by a written and executed Amendment hereto.

5. CONTRACTOR’S SERVICES

5.1 Contractor shall perform the services identified in the Scope of Services (Exhibit “A”). City shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the Parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement. In no event shall the total compensation and costs payable to the Contractor under this Agreement exceed the sum of Three Hundred Thousand Dollars ($300,000.00) for the Initial Term; unless amended in advance, in writing, by City. Should the Parties exercise the option to extend the term for an additional two (2) years, the compensation for those two (2) additional years shall be negotiated in good faith, recited in a further written amendment to this Agreement, and executed by the Parties.

5.2 Contractor shall perform all work to the highest professional standards of Contractor’s profession and in a manner reasonably satisfactory to City.

6. COMPENSATION

6.1 City agrees to compensate Contractor for the services provided under this Agreement, and Contractor agrees to accept in full satisfaction for such services, payment in accordance with the Approved Fee Schedule (Exhibit “B”).

6.2 Contractor shall submit to City an invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within ten (10) business days of receipt of each invoice, City shall notify Contractor in writing of any disputed amounts included on the invoice. Within thirty (30) calendar days of receipt of each invoice, City shall pay all undisputed amounts included on the invoice. City shall not withhold applicable taxes or other authorized deductions from payments made to Contractor.

6.3 Payments for any services requested in writing by City and not included in the Scope of Services shall be made to Contractor by City on a time-and-materials basis using Contractor’s standard fee schedule. Fees for such additional services shall be paid within sixty (60) days of the date Contractor issues an invoice to City for such services.

7. BUSINESS LICENSE
Contractor shall obtain a City business license prior to commencing performance under this Agreement.

Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

8. COMPLIANCE WITH LAWS
Contractor shall keep informed of State, Federal and Local laws, ordinances, codes and regulations that in any manner affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. The Contractor shall at all times comply with such laws, ordinances, codes and regulations. Without limiting the generality of the foregoing, if Contractor is an out-of-state corporation or LLC, it must be qualified and registered to do business in the State of California pursuant to sections 2105 and 17708.02 of the California Corporations Code. The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Contractor to comply with this Section.

9. CONFLICT OF INTEREST
Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Contractor under this Agreement, or which would conflict in any manner with the performance of its services hereunder. During the term of this Agreement, Contractor shall not perform any work for another person or entity for whom Contractor was not working at the Commencement Date if both: (i) such work would require Contractor to abstain from a decision under this Agreement pursuant to a conflict-of-interest statute; and (ii) City has not consented in writing prior to Contractor’s performance of such work.

10. PERSONNEL
Contractor represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Contractor or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Contractor reserves the right to determine the assignment of its own employees to the performance of Contractor’s services under this Agreement, but City reserves the right, for good cause, to require Contractor to exclude any employee from performing services on City’s premises.

Armando Zubia, CEO; shall be Contractor’s project administrator and shall have direct responsibility for management of Contractor’s performance under this Agreement. No change shall be made in Contractor’s project administrator without City’s prior written consent.

11. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material (“written products”) developed by Contractor in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Contractor may take and retain copies of such written products as desired, but no such written products shall Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

be the subject of a copyright application by Contractor. If any state, federal, or local law requires mandatory copyright protection for Contractor’s work product, City shall comply with such laws to the extent feasible.

12. INDEPENDENT CONSULTANT

12.1 Contractor is, and shall at all times remain as to City, a wholly independent Contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Neither City nor any of its officers, employees or agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall not at any time represent that it is, or that any of its agents or employees are, in any manner employees of City.

12.2 The Parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture, employment relationship, joint-employer relationship, or any other relationship between Contractor or Contractor’s employees except as set forth in this Agreement.

12.3 City shall have no direct or indirect control over Contractor’s employees or sub-Contractors with respect to wages, hours, and working conditions. In addition, City shall not deduct from the Compensation paid to Contractor any sums required for Social Security, withholding taxes, FICA, state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paid to Contractor, Contractor’s employees or subcontractors. City shall have no responsibility to provide Contractor, its employees or subcontractors with workers’ compensation insurance or any other insurance.

12.4 The Parties further acknowledges the following: (i) that Contractor shall provide the services outlined in the Scope of Services directly to City; (ii) Contractor maintains a business location at the address listed under Section 20 that is separate and distinct from the City; (iii) Contractor contracts with other businesses to provide the same or similar services and maintains a clientele without restriction from the City; (iv) Contractor advertises and holds itself out to the public as available to provide the same or similar services; (v) unless otherwise specified in this Agreement, Contractor provides its own tools, vehicles, and equipment necessary for performing the Scope of Services; (vi) Contractor has proposed and negotiated its own rates; and (vii) consistent with the nature and demands of the project and the City’s business hours, Contractor may set its own hours and location of work.

13. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without prior written consent by City. City shall grant Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

such consent if disclosure is legally required. Upon request, all City data and any copies thereof shall be returned to City upon the termination or expiration of this Agreement.

14. NON-LIABILITY OF CITY OFFICIALS AND EMPLOYEES
No official or employee of the City shall be personally liable to Contractor in the event of any default or breach by City, or for any amount which may become due to Contractor.

15. INDEMNIFICATION

15.1 The Parties agree that City, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers should, to the extent permitted by law, be fully protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to City. Contractor acknowledges that City would not enter into this Agreement in the absence of Contractor’s commitment to indemnify and protect City as set forth herein. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

15.2 To the full extent permitted by law, Contractor shall indemnify, hold harmless and defend City, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers from and against any and all claims, demands, lawsuits, causes of action, losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from or arising out of any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Contractor or any of its officers, employees, servants, agents, or subcontractors in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice and expert witness fees and Contractor fees. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

15.3 City shall have the right to offset against the amount of any compensation due Contractor under this Agreement any amount due City from Contractor as a result of Contractor’s failure to pay City promptly any indemnification arising under this Section 15 or related to Contractor’s failure to either: (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

15.4 The obligations of Contractor under this Section 15 will not be limited by the provisions of any workers’ compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

15.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 15 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor agrees to be fully responsible and indemnify, hold harmless and defend City, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers from and against any and all claims, demands, lawsuits, causes of action, losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from or arising out of any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Contractor’s subcontractors or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice and expert witness fees and Contractor fees.

15.6 City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

15.7 PERS ELIGIBILITY INDEMNITY. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

16. INSURANCE

16.1 During the term of this Agreement, Contractor shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with Contractor’s performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:

16.1.1 Comprehensive general liability, and Umbrella or Excess Liability Insurance covering all operations by or on behalf of Contractor providing insurance for bodily injury liability and property damage liability for the following and including coverage for:

16.1.1.1 Premises, operations, and mobile equipment

16.1.1.2 Products and completed operations

16.1.1.3 Broad form property damage (including completed operations)

16.1.1.4 Explosion, collapse, and underground hazards

16.1.1.5 Personal Injury

16.1.1.6 Contractual liability
in the amount of One Million Dollars ($1,000,000) per occurrence combined single limit; Two Million Dollars ($2,000,000) aggregate for products/completed operation; Two Million Dollars ($2,000,000) general aggregate (General aggregate must apply separately to Contractor’s work under this Agreement).

16.1.2 Automobile Liability Insurance for owned, hired and non-owned vehicles utilized by Contractor, its employees or subcontractors, in the amount of One Million Dollars ($1,000,000) per accident for bodily injury and property damage.

16.1.3 Worker’s Compensation Insurance as required by the laws of the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease.

16.2 Contractor shall require each of its subcontractors, if any, to maintain insurance coverage that meets all of the requirements of this Agreement.

Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

16.3 The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best’s Insurance Guide.

16.4 Contractor agrees that if it does not keep the aforesaid insurance in full force and effect City may either: (i) immediately terminate this Agreement; or (ii) take out the necessary insurance and pay, at Contractor’s expense, the premium thereon.

16.5 At all times during the term of this Agreement, Contractor shall maintain on file with City’s Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and, for the general liability and automobile liability policies, naming the City as an additional insured. Contractor shall, prior to commencement of work under this Agreement, file with City’s Risk Manager such certificate(s).

16.6 Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall provide such proof to City at least two weeks prior to the expiration of the coverages.

16.7 The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming City, its officers, employees, agents and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to City. Contractor agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

16.8 The general liability and automobile policies of insurance provided by Contractor shall be primary to any coverage available to City. Any insurance or selfinsurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Contractor’s insurance and shall not contribute with it.

16.9 All insurance coverage provided pursuant to this Agreement shall not prohibit Contractor, and Contractor’s employees, agents or subcontractors, from waiving the right of subrogation prior to a loss. Contractor hereby waives all rights of subrogation against the City.

16.10 Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of City, Contractor shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses.

16.11 Procurement of insurance by Contractor shall not be construed as a limitation of Contractor’s liability or as full performance of Contractor’s duties to indemnify, Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

hold harmless and defend under Section 15 of this Agreement.

16.12 If Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

17. MUTUAL COOPERATION

17.1 City shall provide Contractor with all pertinent data, documents and other requested information as is reasonably available to City for the proper performance of Contractor’s services under this Agreement.

17.2 In the event any claim or action is brought against City relating to Contractor’s performance in connection with this Agreement, Contractor shall render any reasonable assistance that City may require.

18. RECORDS AND INSPECTIONS
Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. City shall have the right to access and examine such records, without charge, during normal business hours. City shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

19. PERMITS AND APPROVALS
Contractor shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement. This includes, but shall not be limited to, encroachment permits and building and safety permits and inspections.

20.NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile, email, or overnight courier service during Contractor’s and City’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the Parties may, from time to time, designate in writing).

Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

If to City: If to Contractor:

Steve Carmona, City Manager
City of Pico Rivera
PO Box 1016
6615 Passons Blvd.

Pico Rivera, California 90660-1016
Facsimile: (562) 801-4765
Armando Zubia, CEO
Passage Entertainment Inc.

PO BOX 2195
Pico Rivera, CA 90662
[email protected]
562-895-2947
With a courtesy copy to:

Arnold M. Alvarez-Glasman, City Attorney
13181 Crossroads Parkway North
Suite 400 - West Tower
City of Industry, CA 91746
Facsimile: (562) 692-2244

21. SURVIVING COVENANTS
The Parties agree that the covenants contained in Sections 13, 15 and Paragraph

17.2 of Section 17, of this Agreement shall survive the expiration or termination of this Agreement.

22. TERMINATION

22.1. City shall have the right to terminate this Agreement for any reason on five (5) calendar days’ written notice to Contractor. Contractor shall have the right to terminate this Agreement for any reason on sixty (60) calendar days’ written notice to City. The effective date of termination shall be upon the date specified in the notice of termination.

Contractor agrees that in the event of such termination, City’s obligation to pay Contractor shall be limited to payment only for those services satisfactorily rendered, as solely determined by the City, prior to the effective date of termination. Contractor agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.

22.2 If City terminates this Agreement due to no fault or failure of performance by Contractor, then Contractor shall be paid based on the work satisfactorily performed, as solely determined by the City, at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement.

Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

23. ASSIGNMENT
Contractor shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City’s prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any Party other than Contractor.

24. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY

24.1 In the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor, or employment applicant because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. Contractor will take affirmative action to ensure that subcontractors, employees, and employment applicants are treated without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

24.2 Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

24.3 Contractor will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials.

25. WARRANTIES

25.1 Each Party has received independent legal advice from its attorneys with respect to the advisability of entering into and executing this Agreement or been provided with an opportunity to receive independent legal advice and has freely and voluntarily waived and relinquished the right to do so. Each Party who has not obtained independent counsel acknowledges that the failure to have independent legal counsel will not excuse such Party’s failure to perform under this Agreement.

25.2 In executing this Agreement, each Party has carefully read this Agreement, knows the contents thereof, and has relied solely on the statements expressly set forth herein and has placed no reliance whatsoever on any statement, representation, or promise of any other party, or any other person or entity, not expressly set forth herein, nor upon the failure of any other party or any other person or entity to make any statement, representation or disclosure of any matter whatsoever.

Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

25.3 It is agreed that each Party has the full right and authority to enter into this Agreement, and that the person executing this Agreement on behalf of either Party has the full right and authority to fully commit and bind such Party to the provisions of this Agreement.

26. CAPTIONS

26.1 The captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the section or paragraph thereof, as the case may be, and not such heading, shall control and govern in the construction of this Agreement.

26.2 Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

27. NON-WAIVER

27.1 The waiver by City or Contractor of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. No term, covenant or condition of this Agreement shall be deemed to have been waived by City or Contractor unless in writing.

27.2 Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance of the exercise by any Party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such Party of any of all of such other rights, powers or remedies.

27.3 Contractor shall not be liable for any failure to perform if Contractor presents acceptable evidence, in City’s sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Contractor.

28. COURT COSTS AND ATTORNEY FEES
Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

In the event legal action shall be necessary to enforce any term, covenant or condition herein contained, the Party prevailing in such action, whether reduced to judgment or not, shall be entitled to its reasonable court costs, including accountants’ fees and expert witness fees, if any, and attorneys’ fees expended in such action. The venue for any litigation shall be Los Angeles County, California.

29. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to, the extent necessary to cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

30. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California.

31. COUNTERPARTS
This Agreement may be signed in any one or more counterparts all of which taken together shall be but one and the same Agreement. Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile or email transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the Party whose signature appears in the facsimile or email and shall be binding upon such Party in the same manner as though an originally signed copy had been delivered.

32. ENTIRE AGREEMENT
All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Contractor with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the Parties.

Amendments hereto or deviations here from shall be effective and binding only if made in writing and executed by City and Contractor.

Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

TO EFFECTUATE THIS AGREEMENT, the Parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “CITY” “CONTRACTOR”
CITY OF PICO RIVERA, Passage Entertainment Inc.,
a California municipal corporation a California corporation ______________________________ ___________________________________ Steve Carmona, City Manager Armando Zubia, CEO
Dated: ________________________ Dated: _____________________________ ATTEST: APPROVED AS TO FORM:
___________________________ ___________________________________ Cynthia Ayala, Jr. Deputy City Clerk Arnold M. Alvarez-Glasman, City Attorney Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

EXHIBIT A

SCOPE OF SERVICES

1. Contractor shall provide the City with professional audio system and audio techs for City events, during the City’s annual events within the term of the contract.

Annual events may include, but not limited to:
a. Fireworks Spectacular event on July 1, 2023, held at El Rancho High School, 6501 Passons Blvd., Pico Rivera, CA. 90660. Contractor shall provide the City with: 26-speakers, 16-db tech lo210a, 8-jblvrx828a subs (foh), 2-frames for rigging with hoists, 2-center fill db tech lo208a (foh), 8- monitors jbl srx812m (stage), 1-mixing board midus m-32 digital (foh), 1- mixing board monitor mix with 12 mixes, 1-processing rack, all accessories, 6- wireless shure beta 58 d mic’s,16-sure 58 mic’s and stands and cables, 1-digital audio snake for the stage, 2-lil bros, 2-global truss rigging set ups for speakers, 2-delay towers with cranks, 4jbl vrx918p subs & 2-vrx932lap mains delay pack, 4-audio techs included.
b. Summer Street Fest event(s) on August 11, 18 & 25, 2023, held at Smith Park and Mines Ave. 6016 Rosemead Blvd., Pico Rivera, CA 90660.

Contractor shall provide the City with: 26-speakers, 16-db tech lo210a, 8- jblvrx828a subs (foh), 2-frames for rigging with hoists, 2-center fill db tech lo208a (foh), 8-monitors jbl srx812m (stage), 1-mixing board midus m-32 digital (foh), 1-mixing board monitor mix with 12 mixes, 1-processing rack, all accessories, 6- wireless shure beta 58 d mic’s,16-sure 58 mic’s and stands and cables, 1-digital audio snake for the stage, 2-lil bros, 2-global truss rigging set ups for speakers, 2-delay towers with cranks, 4jbl vrx918p subs & 2-vrx932lap mains delay pack, 4-audio techs included. c. Fiestas Patrias on September 15, 2023, held at Smith Park and Mines Ave. 6016 Rosemead Blvd., Pico Rivera, CA 90660. Contractor shall provide the City with: 26-speakers, 16-db tech lo210a, 8-jblvrx828a subs (foh), 2- frames for rigging with hoists, 2-center fill db tech lo208a (foh), 8-monitors jbl srx812m (stage), 1-mixing board midus m-32 digital (foh), 1-mixing board monitor mix with 12 mixes, 1-processing rack, all accessories, 6- wireless shure beta 58 d mic’s,16-sure 58 mic’s and stands and cables, 1-digital audio snake for the stage, 2-lil bros, 2-global truss rigging set ups for speakers, 2-delay towers with cranks, 4jbl vrx918p subs & 2-vrx932lap mains delay pack, 4-audio techs included.
d. Veterans Day Ceremony on November 11, 2023, held at Pico Rivera Library parking lot, 9001 Mines Ave., Pico Rivera, CA 90660. Contractor shall provide the City with: 6-jbl prx715 (mains) on crank stands, 2-jbl prx415m monitors (stage), 1-processing rack, 2-wireess mic and 1- wired mic by Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

memorial wall, 8-mics, cables and stands, 2-man crew labor set up and strike included.
e. Holiday Festival and Tree Lighting Ceremony on December 3, 2023, held at City Hall, 6615 Passons Blvd., Pico Rivera, CA 90660. Contractor shall provide the City with: 8-db tech vio lo210 active - main stage, 8-db tech vio s118p subs – main stage, 6-monitors jbl srx812m (stage), 1-mixing board midus m-32 digital (foh), 1-processing rack, all accessories, 4- qlxd wireless mic’s, 16-shure 58 mic’s and stands and cables, 1-rigging package, 2-audio snakes for the stage, 3-audio techs included.
f. Memorial Day Ceremony on May 27, 2024, held at Pico Rivera Library parking lot, 9001 Mines Ave., Pico Rivera, CA 90660. Contractor shall provide the City with: 6-jbl prx715 (mains) on crank stands, 2-jbl prx415m monitors (stage), 1-processing rack, 2-wireess mic and 1- wired mic by memorial wall, 8-mics, cables and stands, 2-man crew labor set up and strike included.
g. Fireworks Spectacular event on June 29, 2024, held at El Rancho High School, 6501 Passons Blvd., Pico Rivera, CA. 90660. Contractor shall provide the City with: 26-speakers, 16-db tech lo210a, 8-jblvrx828a subs (foh), 2-frames for rigging with hoists, 2-center fill db tech lo208a (foh), 8- monitors jbl srx812m (stage), 1-mixing board midus m-32 digital (foh), 1- mixing board monitor mix with 12 mixes, 1-processing rack, all accessories, 6- wireless shure beta 58 d mic’s,16-sure 58 mic’s and stands and cables, 1-digital audio snake for the stage, 2-lil bros, 2-global truss rigging set ups for speakers, 2-delay towers with cranks, 4jbl vrx918p subs & 2-vrx932lap mains delay pack, 4-audio techs included.

Professional Services Agreement
PASSAGE ENTERTAINMENT, INC.

EXHIBIT B

APPROVED FEE SCHEDULE

1. City agrees to pay the following fees for the following City events:
a. Fireworks Spectacular event on July 1, 2023: Six Thousand, Five Hundred Dollars ($6,500.00).
b. Summer Street Fest event(s) on August 11, 18 & 25, 2023: Six Thousand, Five Hundred Dollars ($6,500.00) each.
c.
d. Fiestas Patrias on September 15, 2023: Seven Thousand, Five Hundred Dollars ($7,500.00) each.
e. Veterans Day Ceremony on November 11, 2023: One Thousand, Two Hundred Dollars ($1,200.00).
f. Holiday Festival and Tree Lighting Ceremony on December 3, 2023: Six Thousand, Five Hundred Dollars ($6,500.00).

g. Memorial Day Ceremony on May 27, 2024: One Thousand, Two Hundred Dollars ($1,200.00).
h. Fireworks Spectacular event on June 29, 2024: Six Thousand, Five Hundred Dollars ($6,500.00).

2. Contractor agrees to accept as total payment for its services to City at the completion of each service.

3. In no event shall the total compensation and costs payable to Contractor under the Initial Term of this is Agreement exceed the sum of Three Hundred Thousand Dollars ($300,000.00) for the initial three-year term unless specifically approved in advance, in writing, by City.

To: Mayor and City Council
From: City Manager
Meeting Date: June 13, 2023
Subject: AWARD A PROFESSIONAL SERVICES AGREEMENT TO

VCS SOUND AND LIGHTING FOR STAGE, LIGHTING,

AND AN LED SCREEN AT ALL CITY SPECIAL EVENTS
Recommendation:

1. Award a Professional Services Agreement (PSA) to VCS Sound and Lighting for the stage, lighting, and an LED screen at all City Special Events, in the amount not-to-exceed $300,000, for a three-year term with a not-to-exceed amount of $100,000 per year with the option to extend for a total of two (2) years; and

2. Authorize the City Manager to execute all documents necessary for the PSA submission and/or related agreement in a form approved by the City Attorney.

Fiscal Impact:

The maximum contract value for staging, lighting and an LED screen at all City Special Events is $300,000 for a duration of three (3) years. Sufficient funding is available in the Special Events Fund, GL Account No. 100.80.8102-53301. The agreement allows for an extension of (2) two additional years, with a not-to-exceed amount of $100,000 per year as the City initiates special events for the City.

Discussion:

The City’s Parks and Recreation Department (Department) is responsible for planning, coordinating, and hosting many large-scale special events, including but not limited to the Fireworks Spectacular, Summer Street Fest, Fiestas Patrias, and the Holiday Festival and Tree Lighting Ceremony, which require the use of a stage, lighting and LED screens.
12 CITY COUNCIL AGENDA REPORT – MEETING OF JUNE 13, 2023

AWARD A PROFESSIONAL SERVICES AGREEMENT TO VCS SOUND AND

LIGHTING FOR STAGE, LIGHTING, AND AN LED SCREEN AT ALL CITY SPECIAL EVENTS

On May 23, 2023, A Request for Proposals (RFP) for concert stage, lighting, and LED screens was issued. In addition, staff reached out to eight (8) different companies and received the following two (2) responsive bids:

Company Name Cost Per Concert Stage
& Lighting
Cost Per LED Movie
Screens
VCS Sound and Lighting $7,950 $3,700
Rent for Event $43,305 $16,557
VCS Sound and Lighting has been identified as the lowest and most responsive bidder.

If approved, all department divisions will be able to utilize their services throughout the (FY). The special event division anticipates spending $66,200 per contract year beginning July 1, 2023; all remaining fund balances will be distributed across the remaining 2024-26 FY. Staff is requesting a not-to-exceed amount of $100,000 per FY as it will allow the City the ability to add on services for potential new events that are initiated and supported by City Council.

The agreement covers all costs and requests for stage, lighting, and LED screens for the following City events:
• Firework Spectaculars
• Summer Street Fests
• Movies in the Park Screens
• Fiestas Patrias
• Holiday Festival and Tree Lighting Ceremony
Conclusion:

It is recommended that the City Council approve a Professional Services Agreement with VCS Sound and Lighting for an initial three-year term agreement for $300,000, with the option to extend for an additional two (2) years by a written and executed amendment.

Steve Carmona
SC:PY
Enclosure: 1) Professional Services Agreement
AGREEMENT NO. _______

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF PICO RIVERA AND
V.C.S. SOUND AND LIGHTING

1. IDENTIFICATION
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the City of Pico Rivera, a California municipal corporation (“City”) and V.C.S. Sound and Lighting, (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as a “Party” and collectively referred to as “Parties.”

2. RECITALS

2.1 City has determined that it requires professional services from a Contractor to provide professional stage with guard rails, ground support trusting, LED video walls, lighting, lighting controller and engineer.

2.2 Contractor represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Contractor further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the performance by the Parties of the mutual covenants and conditions herein contained, the Parties hereto agree as follows:

3. DEFINITIONS

3.1“Scope of Services”: Such professional services as are set forth in the Contractor’s June 1, 2023, proposal to City attached hereto as Exhibit “A” and incorporated herein by this reference.

3.2 “Approved Fee Schedule”: Such compensation rates as are set forth in the Contractor’s June 1, 2023, proposal to City attached hereto as Exhibit “B.”

3.3 “Commencement Date”: July 1, 2023

3.4 “Expiration Date”: June 30, 2026 (the “Initial Term”), with an option to extend for an additional two (2) years.

4. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Expiration Date unless extended by written agreement of the Parties or terminated in accordance with Section 22 below. The term Enclosure 1
12a
Professional Services Agreement
V.C.S. SOUND AND LIGHTING

of this Agreement may be extended for an additional two (2) years by a written and executed Amendment hereto.

5. CONTRACTOR’S SERVICES

5.1 Contractor shall perform the services identified in the Scope of Services. City shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the Parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement. In no event shall the total compensation and costs payable to the Contractor under this Agreement exceed the sum of Three Hundred Thousand Dollars ($300,000.00) for the Initial Term; unless amended in advance, in writing, by City. Should the Parties exercise the option to extend the term for an additional two (2) years, the compensation for those two (2) additional years shall be negotiated in good faith, recited in a further written amendment to this Agreement, and executed by the Parties.

5.2 Contractor shall perform all work to the highest professional standards of Contractor’s profession and in a manner reasonably satisfactory to City.

6. COMPENSATION

6.1 City agrees to compensate Contractor for the services provided under this Agreement, and Contractor agrees to accept in full satisfaction for such services, payment in accordance with the Approved Fee Schedule.

6.2 Contractor shall submit to City an invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within ten (10) business days of receipt of each invoice, City shall notify Contractor in writing of any disputed amounts included on the invoice. Within thirty (30) calendar days of receipt of each invoice, City shall pay all undisputed amounts included on the invoice. City shall not withhold applicable taxes or other authorized deductions from payments made to Contractor.

6.3 Payments for any services requested in writing by City and not included in the Scope of Services shall be made to Contractor by City on a time-and-materials basis using Contractor’s standard fee schedule. Fees for such additional services shall be paid within sixty (60) days of the date Contractor issues an invoice to City for such services.

7. BUSINESS LICENSE
Contractor shall obtain a City business license prior to commencing performance under this Agreement.

Professional Services Agreement
V.C.S. SOUND AND LIGHTING

8. COMPLIANCE WITH LAWS
Contractor shall keep informed of State, Federal and Local laws, ordinances, codes and regulations that in any manner affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. The Contractor shall at all times comply with such laws, ordinances, codes and regulations. Without limiting the generality of the foregoing, if Contractor is an out-of-state corporation or LLC, it must be qualified and registered to do business in the State of California pursuant to sections 2105 and 17708.02 of the California Corporations Code. The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Contractor to comply with this Section.

9. CONFLICT OF INTEREST
Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Contractor under this Agreement, or which would conflict in any manner with the performance of its services hereunder. During the term of this Agreement, Contractor shall not perform any work for another person or entity for whom Contractor was not working at the Commencement Date if both: (i) such work would require Contractor to abstain from a decision under this Agreement pursuant to a conflict of interest statute; and (ii) City has not consented in writing prior to Contractor’s performance of such work.

10. PERSONNEL
Contractor represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Contractor or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Contractor reserves the right to determine the assignment of its own employees to the performance of Contractor’s services under this Agreement, but City reserves the right, for good cause, to require Contractor to exclude any employee from performing services on City’s premises.

Orlando Vargas, CEO; shall be Contractor’s project administrator and shall have direct responsibility for management of Contractor’s performance under this Agreement. No change shall be made in Contractor’s project administrator without City’s prior written consent.

11. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material (“written products”) developed by Contractor in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Contractor may take and retain copies of such written products as desired, but no such written products shall Professional Services Agreement
V.C.S. SOUND AND LIGHTING

be the subject of a copyright application by Contractor. If any state, federal, or local law requires mandatory copyright protection for Contractor’s work product, City shall comply with such laws to the extent feasible.

12. INDEPENDENT CONTRACTOR

12.1 Contractor is, and shall at all times remain as to City, a wholly independent Contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Neither City nor any of its officers, employees or agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall not at any time represent that it is, or that any of its agents or employees are, in any manner employees of City.

12.2 The Parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture, employment relationship, joint-employer relationship, or any other relationship between Contractor or Contractor’s employees except as set forth in this Agreement.

12.3 City shall have no direct or indirect control over Contractor’s employees or sub-Contractors with respect to wages, hours, and working conditions. In addition, City shall not deduct from the Compensation paid to Contractor any sums required for Social Security, withholding taxes, FICA, state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paid to Contractor, Contractor’s employees or sub-contractors. City shall have no responsibility to provide Contractor, its employees or sub-contractors with workers’ compensation insurance or any other insurance.

12.4 The Parties further acknowledges the following: (i) that Contractor shall provide the services outlined in the Scope of Services directly to City; (ii) Contractor maintains a business location at the address listed under Section 20 that is separate and distinct from the City; (iii) Contractor contracts with other businesses to provide the same or similar services and maintains a clientele without restriction from the City; (iv) Contractor advertises and holds itself out to the public as available to provide the same or similar services; (v) unless otherwise specified in this Agreement, Contractor provides its own tools, vehicles, and equipment necessary for performing the Scope of Services; (vi) Contractor has proposed and negotiated its own rates; and (vii) consistent with the nature and demands of the project and the City’s business hours, Contractor may set its own hours and location of work.

13. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without prior written consent by City. City shall grant Professional Services Agreement
V.C.S. SOUND AND LIGHTING

such consent if disclosure is legally required. Upon request, all City data and any copies thereof shall be returned to City upon the termination or expiration of this Agreement.

14. NON-LIABILITY OF CITY OFFICIALS AND EMPLOYEES
No official or employee of the City shall be personally liable to Contractor in the event of any default or breach by City, or for any amount which may become due to Contractor.

15. INDEMNIFICATION

15.1 The Parties agree that City, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers should, to the extent permitted by law, be fully protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to City. Contractor acknowledges that City would not enter into this Agreement in the absence of Contractor’s commitment to indemnify and protect City as set forth herein. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

15.2 To the full extent permitted by law, Contractor shall indemnify, hold harmless and defend City, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers from and against any and all claims, demands, lawsuits, causes of action, losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from or arising out of any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Contractor or any of its officers, employees, servants, agents, or sub-contractors in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice and expert witness fees and Contractor fees. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor.

15.3 City shall have the right to offset against the amount of any compensation due Contractor under this Agreement any amount due City from Contractor as a result of Contractor’s failure to pay City promptly any indemnification arising under this Section 15 or related to Contractor’s failure to either: (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

Professional Services Agreement
V.C.S. SOUND AND LIGHTING

15.4 The obligations of Contractor under this Section 15 will not be limited by the provisions of any workers’ compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

15.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 15 from each and every sub-contractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor agrees to be fully responsible and indemnify, hold harmless and defend City, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers from and against any and all claims, demands, lawsuits, causes of action, losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from or arising out of any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Contractor’s sub-contractors or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice and expert witness fees and Contractor fees.

15.6 City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

15.7 PERS ELIGIBILITY INDEMNITY. In the event that Contractor or any employee, agent, or sub-contractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or sub-contractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an Professional Services Agreement
V.C.S. SOUND AND LIGHTING

employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

16. INSURANCE

16.1 During the term of this Agreement, Contractor shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with Contractor’s performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:

16.1.1 Comprehensive general liability, and Umbrella or Excess Liability Insurance covering all operations by or on behalf of Contractor providing insurance for bodily injury liability and property damage liability for the following and including coverage for:

16.1.1.1 Premises, operations, and mobile equipment

16.1.1.2 Products and completed operations

16.1.1.3 Broad form property damage (including completed operations)

16.1.1.4 Explosion, collapse, and underground hazards

16.1.1.5 Personal Injury

16.1.1.6 Contractual liability
in the amount of One Million Dollars ($1,000,000) per occurrence combined single limit; Two Million Dollars ($2,000,000) aggregate for products/completed operation; Two Million Dollars ($2,000,000) general aggregate (General aggregate must apply separately to Contractor’s work under this Agreement.); and Five Million Dollars ($5,000,000) umbrella or excess liability.

16.1.2 Automobile Liability Insurance for owned, hired and non-owned vehicles utilized by Contractor, its employees or sub-contractors, in the amount of One Million Dollars ($1,000,000) per accident for bodily injury and property damage.

16.1.3 Worker’s Compensation Insurance as required by the laws of the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease.

16.2 Contractor shall require each of its sub-contractors, if any, to maintain Professional Services Agreement
V.C.S. SOUND AND LIGHTING

insurance coverage that meets all of the requirements of this Agreement.

16.3 The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best’s Insurance Guide.

16.4 Contractor agrees that if it does not keep the aforesaid insurance in full force and effect City may either: (i) immediately terminate this Agreement; or (ii) take out the necessary insurance and pay, at Contractor’s expense, the premium thereon.

16.5 At all times during the term of this Agreement, Contractor shall maintain on file with City’s Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and, for the general liability and automobile liability policies, naming the City as an additional insured. Contractor shall, prior to commencement of work under this Agreement, file with City’s Risk Manager such certificate(s).

16.6 Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall provide such proof to City at least two weeks prior to the expiration of the coverages.

16.7 The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming City, its officers, employees, agents and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to City. Contractor agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

16.8 The general liability and automobile policies of insurance provided by Contractor shall be primary to any coverage available to City. Any insurance or selfinsurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Contractor’s insurance and shall not contribute with it.

16.9 All insurance coverage provided pursuant to this Agreement shall not prohibit Contractor, and Contractor’s employees, agents or sub-contractors, from waiving the right of subrogation prior to a loss. Contractor hereby waives all rights of subrogation against the City.

16.10 Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of City, Contractor shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses.

Professional Services Agreement
V.C.S. SOUND AND LIGHTING

16.11 Procurement of insurance by Contractor shall not be construed as a limitation of Contractor’s liability or as full performance of Contractor’s duties to indemnify, hold harmless and defend under Section 15 of this Agreement.

16.12 If Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

17. MUTUAL COOPERATION

17.1 City shall provide Contractor with all pertinent data, documents and other requested information as is reasonably available to City for the proper performance of Contractor’s services under this Agreement.

17.2 In the event any claim or action is brought against City relating to Contractor’s performance in connection with this Agreement, Contractor shall render any reasonable assistance that City may require.

18. RECORDS AND INSPECTIONS
Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. City shall have the right to access and examine such records, without charge, during normal business hours. City shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

19. PERMITS AND APPROVALS
Contractor shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement. This includes, but shall not be limited to, encroachment permits and building and safety permits and inspections.

20.NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile, email, or overnight courier service during Contractor’s and City’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the Parties may, from time to time, designate in writing).

Professional Services Agreement
V.C.S. SOUND AND LIGHTING

If to City: If to Contractor:

Steve Carmona, City Manager
City of Pico Rivera
PO Box 1016
6615 Passons Blvd.

Pico Rivera, California 90660-1016
Facsimile: (562) 801-4765
Orlando Vargas, CEO
V.C.S. Sound & Lighting
4115 Gilman Road
El Monte, CA 91732
626-627-6867
[email protected]
With a courtesy copy to:

Arnold M. Alvarez-Glasman, City Attorney
13181 Crossroads Parkway North
Suite 400 - West Tower
City of Industry, CA 91746
Facsimile: (562) 692-2244

21. SURVIVING COVENANTS
The Parties agree that the covenants contained in Sections 13, 15 and Paragraph

17.2 of Section 17, of this Agreement shall survive the expiration or termination of this Agreement.

22. TERMINATION

22.1. City shall have the right to terminate this Agreement for any reason on five (5) calendar days’ written notice to Contractor. Contractor shall have the right to terminate this Agreement for any reason on sixty (60) calendar days’ written notice to City. The effective date of termination shall be upon the date specified in the notice of termination.

Contractor agrees that in the event of such termination, City’s obligation to pay Contractor shall be limited to payment only for those services satisfactorily rendered, as solely determined by the City, prior to the effective date of termination. Contractor agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.

22.2 If City terminates this Agreement due to no fault or failure of performance by Contractor, then Contractor shall be paid based on the work satisfactorily performed, as solely determined by the City, at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement.

23. ASSIGNMENT
Professional Services Agreement
V.C.S. SOUND AND LIGHTING

Contractor shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City’s prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any Party other than Contractor.

24. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY

24.1 In the performance of this Agreement, Contractor shall not discriminate against any employee, sub-contractor, or employment applicant because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. Contractor will take affirmative action to ensure that sub-contractors, employees, and employment applicants are treated without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

24.2 Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

24.3 Contractor will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials.

25. WARRANTIES

25.1 Each Party has received independent legal advice from its attorneys with respect to the advisability of entering into and executing this Agreement or been provided with an opportunity to receive independent legal advice and has freely and voluntarily waived and relinquished the right to do so. Each Party who has not obtained independent counsel acknowledges that the failure to have independent legal counsel will not excuse such Party’s failure to perform under this Agreement.

25.2 In executing this Agreement, each Party has carefully read this Agreement, knows the contents thereof, and has relied solely on the statements expressly set forth herein and has placed no reliance whatsoever on any statement, representation, or promise of any other party, or any other person or entity, not expressly set forth herein, nor upon the failure of any other party or any other person or entity to make any statement, representation or disclosure of any matter whatsoever.

25.3 It is agreed that each Party has the full right and authority to enter into this Agreement, and that the person executing this Agreement on behalf of either Party has Professional Services Agreement
V.C.S. SOUND AND LIGHTING

the full right and authority to fully commit and bind such Party to the provisions of this Agreement.

26. CAPTIONS

26.1 The captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the section or paragraph thereof, as the case may be, and not such heading, shall control and govern in the construction of this Agreement.

26.2 Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

27. NON-WAIVER

27.1 The waiver by City or Contractor of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. No term, covenant or condition of this Agreement shall be deemed to have been waived by City or Contractor unless in writing.

27.2 Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance of the exercise by any Party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such Party of any of all of such other rights, powers or remedies.

27.3 Contractor shall not be liable for any failure to perform if Contractor presents acceptable evidence, in City’s sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Contractor.

28. COURT COSTS AND ATTORNEY FEES
In the event legal action shall be necessary to enforce any term, covenant or condition herein contained, the Party prevailing in such action, whether reduced to Professional Services Agreement
V.C.S. SOUND AND LIGHTING

judgment or not, shall be entitled to its reasonable court costs, including accountants’ fees and expert witness fees, if any, and attorneys’ fees expended in such action. The venue for any litigation shall be Los Angeles County, California.

29. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to, the extent necessary to cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

30. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California.

31. COUNTERPARTS
This Agreement may be signed in any one or more counterparts all of which taken together shall be but one and the same Agreement. Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile or email transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the Party whose signature appears in the facsimile or email and shall be binding upon such Party in the same manner as though an originally signed copy had been delivered.

32. ENTIRE AGREEMENT
All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Contractor with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the Parties.

Amendments hereto or deviations here from shall be effective and binding only if made in writing and executed by City and Contractor.

Professional Services Agreement
V.C.S. SOUND AND LIGHTING

TO EFFECTUATE THIS AGREEMENT, the Parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “CITY” “CONTRACTOR”
CITY OF PICO RIVERA V.C.S. Sound & Lighting
______________________________ ___________________________________ Steve Carmona, City Manager Orlando Vargas, CEO
Dated: ________________________ Dated: _____________________________ ATTEST: APPROVED AS TO FORM:
___________________________ ___________________________________ Cynthia Ayala, Jr. Deputy City Clerk Arnold M. Alvarez-Glasman, City Attorney Professional Services Agreement
V.C.S. SOUND AND LIGHTING

EXHIBIT A

SCOPE OF SERVICES

1. Contractor shall provide the City with professional stage with guard rails, ground support trusting, LED video walls, lighting, lighting controller and engineer, during the City’s annual events within the term of the contract. Annual events may include, but not limited to:
a. Fireworks Spectacular event on July 2, 2023, held at El Rancho High School, 6501 Passons Blvd., Pico Rivera, CA. 90660. Contractor shall provide the City with: 1 stage 1 28'x28'x5' stage w/2 stairs, 1 truss 1 30'x30'x20' ground support truss, 16 lighting 16 dage ak-380 beam, 8 lighting 8 elation zw37-ii, 4 lighting 4 mega-lite o-blinder, 1 lighting 1 lighting controller, 1 labor 1 lighting engineer, 1 stage 1 all stage with guard rails, 6 lighting 6 elation sixpar 200 pars, 2 video 2 11'x8' 4.9mm video screen, 1 video 1 front view camera.
b. Movies in the Park on July 11 & 25, 2023, held at Smith Park, 6016 Rosemead Blvd., Pico Rivera, CA 90660. Contractor shall provide the City with: (1) Artfox 3.9mm 20'x10' video screen, (1) self-ground support trussing, (1) video package for led screen, (6) das road15-a speakers, (2) das lx218-ca subs, (1) movie set up package.
c. Summer Street Fest event(s) on August 11, 18 & 25, 2023, held at Smith Park and Mines Ave. 6016 Rosemead Blvd., Pico Rivera, CA 90660.

Contractor shall provide the City with: 1 stage 1 28'x28'x5' stage w/2 stairs, 1 truss 1 30'x30'x20' ground support truss, 16 lighting 16 dage ak-380 beam, 8 lighting 8 elation zw37-ii, 4 lighting 4 mega-lite o-blinder, 1 lighting 1 lighting controller, 1 labor 1 lighting engineer, 1 stage 1 all stage with guard rails, 6 lighting 6 elation sixpar 200 pars, 2 video 2 11'x8' 4.9mm video screen, 1 video 1 front view camera.
d. Fiestas Patrias on September 15, 2023, held at Smith Park and Mines Ave. 6016 Rosemead Blvd., Pico Rivera, CA 90660. Contractor shall provide the City with: 1 stage 1 28'x28'x5' stage w/2 stairs, 1 truss 1 30'x30'x20' ground support truss, 16 lighting 16 dage ak-380 beam, 8 lighting 8 elation zw37-ii, 4 lighting 4 mega-lite o-blinder, 1 lighting 1 lighting controller, 1 labor 1 lighting engineer, 1 stage 1 all stage with guard rails, 6 lighting 6 elation sixpar 200 pars, 2 video 2 11'x8' 4.9mm video screen, 1 video 1 front view camera.
e. Halloween Spooktacular event on October 28, 2023, held at Smith Park, 6016 Rosemead Blvd., Pico Rivera, CA 90660. Contractor shall provide the City with: (1) 40'x16' arc truss with water barrels, (8) led washes as mood lighting, (2) leko lights with spider web gobos, (1) 16' x 10' 3.9mm video Professional Services Agreement
V.C.S. SOUND AND LIGHTING

screen, (1) front camera projection, (2) Genie SLC-24 Superlift, (1) 11.5' 12"X12" TRUSS SECTION, (2) camera and computer techs.
f. Holiday Festival and Tree Lighting Ceremony on December 3, 2023, held at City Hall, 6615 Passons Blvd., Pico Rivera, CA 90660. Contractor shall provide the City with: 1 stage 1 28'x28'x5' stage w/2 stairs, 1 truss 1 30'x30'x20' ground support truss, 16 lighting 16 dage ak-380 beam, 8 lighting 8 elation zw37-ii, 4 lighting 4 mega-lite o-blinder, 1 lighting 1 lighting controller, 1 labor 1 lighting engineer, 1 stage 1 all stage with guard rails, 6 lighting 6 elation sixpar 200 pars, 2 effect 2 cold sparks machine, (4) das aero20a, (2) das ux218, (4) shure wireless axient mics, (4) dage fy2520 beam with colum truss, (4) colums truss w/12 wifly pars, (2) leko lights with season’s greetings logo, (1) lighting engineer, (5) mic and mic stands. g. Fireworks Spectacular event on June 29, 2024, held at El Rancho High School, 6501 Passons Blvd., Pico Rivera, CA. 90660. Contractor shall provide the City with: 1 stage 1 28'x28'x5' stage w/2 stairs, 1 truss 1 30'x30'x20' ground support truss, 16 lighting 16 dage ak-380 beam, 8 lighting 8 elation zw37-ii, 4 lighting 4 mega-lite o-blinder, 1 lighting 1 lighting controller, 1 labor 1 lighting engineer, 1 stage 1 all stage with guard rails, 6 lighting 6 elation sixpar 200 pars, 2 video 2 11'x8' 4.9mm video screen, 1 video 1 front view camera.

Professional Services Agreement
V.C.S. SOUND AND LIGHTING

EXHIBIT B

APPROVED FEE SCHEDULE

1. City agrees to pay the following fees for the following City events:
a. Fireworks Spectacular event on July 1, 2023: Seven Thousand, Nine Hundred Fifty Dollars ($7,950.00).
b. Movies in the Park on July 11 & 25, 2023: Three Thousand Seven Hundred Dollars ($3,700.00) each.
c. Summer Street Fest event(s) on August 11, 18 & 25, 2023: Seven Thousand, Nine Hundred Fifty Dollars ($7,950.00) each.
d. Fiestas Patrias on September 15, 2023: Seven Thousand, Nine Hundred Fifty Dollars ($7,950.00).
e. Halloween Spooktacular event on October 29, 2023: Four Thousand, Two Hundred Fifty Dollars ($4,250.00).
f. Holiday Festival and Tree Lighting Ceremony on December 4, 2023: Six Thousand, Eight Hundred Fifty Dollars ($6,850.00).
g. Fireworks Spectacular event on June 29, 2024: Seven Thousand, Nine Hundred Fifty Dollars ($7,950.00).

2. Contractor agrees to accept as total payment for its services to City at the completion of each service.

3. In no event shall the total compensation and costs payable to Contractor under the Initial Term of this Agreement exceed the sum of Three Hundred Thousand Dollars ($300,000.00) unless specifically approved in advance, in writing, by City.

To: Mayor and City Council
From: City Manager
Meeting Date: June 13, 2023
Subject: HOT SPOT INTERSECTION IMPROVEMENTS AT

ROSEMEAD BOULEVARD AND BEVERLY BOULEVARD
(CIP NO. 21276), LINDELL AVENUE BLOCK WALL
(PROJECT) – AWARD OF CONSTRUCTION CONTRACT
Recommendation:

1. Award a construction contract for a not-to-exceed amount of $107,000 to HZS Engineering dba HZS Construction for the Project and authorize the City Manager to execute the contract (Enclosure 1) in a form approved by the City Attorney; and

2. Authorize the City Manager to approve change orders, as needed, in an amount not-to-exceed $10,700, (approximately 10% of the total contract amount) for construction contingency.

Fiscal Impact:

The total funding for the intersection improvements at Rosemead Blvd and Beverly Blvd is $13,479,000. Funding consisted of $13,479,000 in Measure R Grant Funds (Fund 207) as part of the Los Angeles County Metropolitan Transportation Authority’s (Metro) SR-91/I-605/I-405 Corridor Hot Spots Program administered by the Gateway Cities Council of Governments (GCCOG). Sufficient funding is available to cover the agreement and no additional funding is required at this time.

Discussion:

The City of Pico Rivera is a member of the SR-91/I-605/I-405 Corridor Cities Committee through its membership in the GCCOG. The overall goal of the Gateway COG’s Hot Spots Program is to increase capacity at major intersections along Rosemead Boulevard to reduce congestion along the SR-91/I-605/I-405 corridors. In May, the Gateway COG Hot Spot Program identified four intersections within the City of Pico Rivera and awarded $18,254,500 in reimbursement grant funds to the City to implement the program’s projects within its jurisdiction.
13 CITY COUNCIL AGENDA REPORT – MEETING OF JUNE 13, 2023

HOT SPOT INTERSECTION IMPROVEMENTS AT ROSEMEAD BOULEVARD AND BEVERLY BOULEVARD (CIP NO. 21276), LINDELL AVENUE BLOCK WALL –

AWARD CONSTRUCTION CONTRACT