Agenda packet — Placentia City Council, September 17, 2024 (part 3 of 6)

(Use of City Bond Form is Required)

LABOR AND MATERIAL PAYMENT BOND

PUBLIC WORK (CALIFORNIA)
KNOW ALL MEN BY THESE PRESENT:

WHEREAS, , as Principal, has
entered into a contract dated , with the City of Placentia (Obligee) referred to and made a part hereof to perform the following work, to wit:
and all appurtenant work in accordance with PROJECT NO. , which requires Principal to file this bond to secure claims made in relation to the project.

NOW THEREFORE, we, , as Principal,
and , a corporation organized under the
laws of and duly authorized to transact business in the State of California, as Surety, are held firmly bound unto the City of Placentia, as Obligee, and all sub- contractors, laborers, material persons and other persons employed in the performance of the referenced agreement, in the sum of Dollars ($... ),
lawful money of the United States of America, for the payment whereof well and truly to be made the Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

If the above bounden PRINCIPAL, his or its heirs, executors, administrators, successors, assigns, or any of his or its sub -contractors, fails to pay for any materials, provisions, provender, or other supplies, or teams, implements or machinery, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor to persons named in Section 9100 or the Civil Code, thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor deducted, withheld and paid over to the Employment Development Department from the wages of employees of the contractor and sub -contractors pursuant to Section 13020 of the Unemployment Insurance Code, that the SURETY on this bond will pay the same, in an amount not exceeding the sum specified in this bond, AND ALSO, in case suit is brought upon this bond, a reasonable attorney's fee, which shall be awarded by the court to the prevailing party in said suit, said attorney's fee to be taxed as costs in said suit and to be included in the judgment herein rendered.

As part of the obligation secured hereby, the SURETY shall not be exonerated or released from the obligation of the bond by any change, alteration, or modification in or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement or pertaining or relating to the furnishing of labor, materials, or equipment therefor, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme of work of improvement, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under 297

Project No.

Page 2 of 2 ends

any such contract or agreement, or under the bond, nor, where the bond is given for the benefit of claimants, by any fraud practiced by any person other than the claimant seeking to recover on the bond.

This bond shall inure to the benefit of any and all persons, companies and corporations entitled to file claims under the Civil Code so as to give them a right of action in a suit on this bond.

This bond is executed for the purpose of complying with the laws of the State of California and shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code of the State of California.

IN WITNESS THEREOF, we have hereunto set our hands and seals this day of , 20
(Corporate Seal)
Principal
By
Title
(Corporate Seal)
Principal
By
Title
APPROVED AS TO FORM:
/s/ Christian L. Bettenhausen
City Attorney
298

Project No.

Page 1 of 1 ends

(Use of City Form is Required)

SUPPLEMENTAL INFORMATION TO BE COMPLETED BY PRINCIPAL
If an individual, so state. If a firm or co -partnership, state the firm and give the names of all individual co-partners composing the partnership. If a Corporation, state legal name of corporation; state also the names of the president, secretary, treasurer and manager thereof.

Business Address:

Telephone Number:

Date:

Print Name:

Principal
Signature:

Title
299

Project No.

Page 1 of 1 ends

(Use of City Form is Required)

TAX IDENTIFICATION NUMBER
The Tax Equity and Fiscal Responsibility Act of 1982 requires the payer (City of Placentia) to report to the Internal Revenue Service taxable payments to payees.

You (as a payee) are required by law to provide us with your Taxpayer Identification Number (if an individual or partnership, your Social Security Number). If you do not provide us with your correct identification number, you may be subject to a penalty imposed by the Internal Revenue Service. The payments subject to withholdings may include, but are not limited to, interest, dividends, or other payments the City of Placentia and/or the Placentia Redevelopment Agency made to you. Other payments may include rents, royalties, commissions and fees for service of non -employees.

If you are exempt from income tax, we are still required, by law, to maintain a Tax Identification Number on file. PLEASE PROVIDE YOUR TAX IDENTIFICATION NUMBER next to the appropriate listing below, sign, date and return to:

CITY OF PLACENTIA FINANCE DEPARTMENT
401 E. Chapman Ave.

Placentia, CA 92870
Exempt: Yes No Telephone
CORPORATION:

U.S.A. OR ANY AGENCIES THEREOF:

IRS CODE #501 TAX-EXEMPT ORGANIZATION:

A NON-COMMISSIONED CITY OF PLACENTIA EMPLOYEE:

SOLE PROPRIETOR:

A PARTNERSHIP:

OTHER: (Explain)
Signature/Title: Date:
300

Project No.

BID GUARANTEE

TO THE CITY OF PLACENTIA
PROJECT NO.

As a material inducement to the City to award the contract for Project No. to , the undersigned ("Guarantor") has agreed to enter into this guarantee. The Guarantor hereby unconditionally guarantees to the fullest extent allowed by law the following work included in this project: ("the work").

Guarantor guarantees that the materials and equipment used by itself and its subcontractors will be free from defects and that the work will conform to the plans and specifications. Should any of the materials or equipment prove defective or should the work as a whole, or any part thereof, prove defective for any reason whatsoever (except due to intentional torts by the City), or should the work as a whole or any part thereof fail to operate properly or fail to comply with the plans and specifications, Guarantor will, at the City's sole election: 1) reimburse the City, upon written demand, for all of the City's expenses incurred replacing or restoring any such equipment or materials, including the cost of any work necessary to make such replacement or repairs; or 2) replace any such defective material or equipment and repair said work completely, all without any cost to the City. Guarantor further guarantees that any such repair work will conform to the plans and specifications for the project. This guarantee will remain in effect for five years from the date on which the contracted for work is accepted for use by the City.

Guarantor understands and agrees that the City shall have the unqualified option to make any replacements or repairs itself or to have such replacement, repair, performed by the undersigned.

The City shall have no obligation to consult with Guarantor before the City proceeds to perform any repair, replacement, or work itself. If the City elects to have Guarantor perform said repair, replacement, or work, Guarantor agrees that the repair, replacement, or work shall be performed within 15 days after receipt of a written demand from the City.

If the City elects to perform the replacement, repairs itself, Guarantor agrees to make reimbursement payment within 15 days after receipt of a written demand for payment from the City.

If the Guarantor fails or refuses to comply with this guarantee, the City shall be entitled to all costs and expenses, including attorneys and expert fees, reasonably incurred by reason of Guarantor's failure or refusal.

Guarantor
Contractor:

Title:

Date:

By:
301

Project No.

STATEMENT OF NON COLLUSION BY CONTRACTOR
The undersigned who submits herewith to the City of Placentia a bid or proposal does hereby certify:
a. That all statements of fact in such bid or proposal are true. b. That such bid or proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation. c. That such bid or proposal is genuine and not collusive or sham. d. That said bidder has not, directly or indirectly by agreement, communication or conference with anyone, attempted to induce action prejudicial to the interest of the City of Placentia or of any other bidder or anyone else interested in the proposed procurement. e. Did not, directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid or proposal, or that anyone should refrain from bidding or withdraw his bid or proposal.
f. Did not in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the bid or proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his bid or proposal price, or that of anyone else.

Did not, directly or indirectly, submit his bid or proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member agent thereof, or to any individual or group of individuals, except to the City of Placentia, or to any person or persons who have a partnership or their financial interest with said bidder in his business. h. Did not provide, directly or indirectly to any officer or employee of the City of Placentia any gratuity, entertainment, meals, or anything of value, whatsoever, which could be objectively construed as intending to invoke any form of reciprocation or favorable treatment. i. That no officer or principal of the undersigned firm is related to any officer or employee of the city by blood or marriage within the third degree or is employed, either full or part time, by the City of Placentia either currently or within the last two (2) years.

That no officer or principal of the undersigned firm nor any subcontractor to be engaged by the principal has been convicted by a court of competent jurisdiction of any charge of fraud, bribery, collusion, conspiracy or any other act in violation of any State or Federal antitrust law in connection with the bidding upon award of, or performance of, any public work contract, with any public entity, within the last three years.
g.

I certify, under penalty of perjury under the laws of the State of California, that the foregoing is true and correct and that this certification was executed:

On at California.

Firm
Street
City State Zip
(Signature)
(Print Name & Title)
302

Project No.

EXHIBIT A

SCOPE OF SERVICES
303

Project No.

EXHIBIT B

SCHEDULE OF PERFORMANCE
304

Project No.

EXHIBIT C

INSURANCE REQUIREMENTS
305

Project No.

EXHIBIT D

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
306

/
A� o® CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DDIYYYY)
E(MM/D 24
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
Marsh & McLennan Agency LLC
2500 Bee Cave Rd,Bldg 1,Ste125
Austin TX 78746

CONTACT
NAME: Sean Wosleger

PHONE FAX
(A/C, No, Ext): 512-226-7919 (A/C, No):

ADDRESS: [email protected]

INSURER(S) AFFORDING COVERAGE
NAIC #
INSURER A: Travelers Indemnity Company
25658
INSURED FACILSOLUT2
4401 Fa0ity stgate Group, Inc.

Westgate Blvd., Suite 310
Austin TX 78745
INSURER B : Phoenix Insurance Company
25623
INSURER C: Travelers Property Casualty Co of Amer
25674
INSURER D : Starr Indemnity & Liability Company
38318
INSURER E : Standard Fire Insurance Company
19070
INSURER F : XL Insurance America, Inc.
24554

COVERAGES
CERTIFICATE NUMBER: 450164991
REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR
LTR
A
X

TYPE OF INSURANCE

COMMERCIAL GENERAL LIABILITY
X
X

CLAIMS -MADE
No XCU Excl
X
OCCUR
No Res. Excl
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY X PRO-
JECT
X
OTHER: $250k Deductible
ADDL
INSD
SUBR
WVD

POLICY NUMBER
VTC2KCO5469B0151ND23

POLICY EFF
(MM/DD/YYYY)
12/31/2023

POLICY EXP
(MM/DD/YYYY)
12/31/2024

EACH OCCURRENCE

DAMAGE TO RENTED
PREMISES (Ea occurrence)
LIMITS
$ 2,000,000
MED EXP (Any one person)
$ 1,000,000
$ 10,000

PERSONAL & ADV INJURY
$ 2,000,000

GENERAL AGGREGATE
$ 4,000,000

PRODUCTS - COMP/OP AGG
$ 4,000,000
B
B

AUTOMOBILE LIABILITY
X

ANY AUTO
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY

SCHEDULED
AUTOS

NON -OWNED

AUTOS ONLY
VTC2NCAP5469B027PHX23
VTNBAP5469B039PHX23
12/31/2023
12/31/2023
12/31/2024
12/31/2024

COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
$ 2,000,000
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per accident)
Comp / Coll Deductibl
$ 2,000 / 2,500
C
D
F
E
E
X
X

UMBRELLA LIAB

EXCESS LIAB
X
OCCUR

CLAIMS -MADE
DED
X
RETENTION $ 10 000

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANYPROPRI ETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y/N
N
NIA
CUP2W5248152325
1000586145231
US00097495L123A
UB1L1108482325K
UB1L11106A2325R
12/31/2023
12/31/2023
12/31/2023
12/31/2023
12/31/2023
12/31/2024
12/31/2024
12/31/2024
12/31/2024
12/31/2024

EACH OCCURRENCE
$ 4,000,000

AGGREGATE
$ 4,000,000
XS $4M Primary
X
PER

STATUTE
OTH-
ER
$ 21,000,000
E.L. EACH ACCIDENT
$ 1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
$ 1,000,000

SEE REMARKS FOR

ADDITIONAL COVERAGES

SEE REMARKS FOR

ADDITIONAL COVERAGES
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Named Insured includes: FSG Electric, Inc.; FSG Lighting; FSG, Inc.; GB Realty Management, LLC; 801 Richfield, LLC; Sign Tech Internat'onal; Design Electric, Inc. ; FSG Signs; Graham Byrne, Ltd.; Tero Technologies, Inc.; Propel Prefab, LLC; FSG Technology Group; Propel Career Academy, LLC; Propel Consulting, LLC; Capital Architectural Signs, Inc.; West-Lite Supply Company, Inc.; Propel Staffing, LLC; Lighting Management, Inc.; Eco Engineering, Inc., FSG Facility Solutions Group, Inc.

Professional Liability
Carrier: St. Paul Surplus Lines Insurance Company - (30481) Policy No.: ZCE16P64579
See Attached...

CERTIFICATE HOLDER
City of Placentia
401 E Chapman Ave.

Placentia CA 92870

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
307

AGENCY CUSTOMER ID: FACILSOLUT2
LOC #:

ACORD®

ADDITIONAL REMARKS SCHEDULE

Page 1 of 2 ends

AGENCY
Marsh & McLennan Agency LLC

POLICY NUMBER

CARRIER

NAIC CODE

NAMED INSURED
Facility Solutions Group, Inc.
4401 Westgate Blvd., Suite 310
Austin TX 78745
EFFECTIVE DATE:

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Effective 12/31/2023 - 12/31/2024
Limit: $5,000,000 Each Occurrence/Aggregate
Deductible: $10,000 Each Claim
Pollution / Environmental
Carrier: St. Paul Surplus Lines Insurance Co. (30481)
Policy No: ZCE16P64579
Effective 12/31/2023 - 12/31/2024
Occ / Agg: (SIR Value: $10k) $5,000,000
Cyber Liability
Carrier: Travelers Excess and Surplus Lines (29696)
Policy No.: 2CIATX17S010503802
Effective 12/31/2023 - 12/31/2024
Limit: $5,000,000 Each Claim/Aggregate
Retention: $150,000
Excess Cyber Liability
Carrier: Fortegra Specialty Insurance Company (16823)
Policy No.: C4LPX230204CEPMM2023
Effective 12/31/2023 - 12/31/2024
Limit: $5,000,000 Each Claim/Aggregate
Crime / Employee Theft of Client Property
Carrier: Travelers Casualty Insurance Company Of America (19046) Policy No: 105910238
Effective 12/31/2023 - 12/31/2024
Occ: $2,500,000
Blanket Additional Insured endorsement form #CGD316 edition 02/19 applies to the General Liability policy.

Blanket Additional Insured endorsement form #CGD604 edition 02/19 applies to the General Liability policy.

Blanket Additional Insured endorsement form #CGD765 edition 06/14 applies to the General Liability policy.

Blanket Additional Insured endorsement form #CAT353 edition 02/15 applies to the Automobile Liability policy.

The Umbrella & Excess Liability policies follow form over the General Liability, Automobile Liability, Employers' Liability, and Employee Benefits Liability policies.

Waiver of Subrogation endorsement form #CGD316 edition 02/19 applies to the General Liability policy.

Waiver of Subrogation endorsement form #CAT353 edition 02/15 applies to the Automobile Liability policy.

Waiver of Subrogation endorsement form #WC000313 (00) applies to the Workers' Compensation policy.

Waiver of Subrogation endorsement form #WC420304 (B) applies to the Workers' Compensation policy.

Alternate Employer endorsement form #WC000301 (A) applies to the Workers' Compensation policy.

Primary and Non -Contributory endorsement form #CGT100 edition 02/19 applies to the General Liability policy.

Primary and Non -Contributory endorsement form #CAT474 edition 02/16 applies to the Automobile Liability policy.

Notice of Cancellation endorsement form #ILT405 edition 03/11 applies to the General Liability policy.

Notice of Cancellation endorsement form #ILT320 edition 09/97 applies to the Automobile Liability policy.

Notice of Cancellation endorsement form #WC9906Q1 (00) applies to the Workers' Compensation policy.

Designated Person Or Organization - Notice Of Cancellation endorsement form #RP1212 applies to the Pollution/Professional Liability policy for Schneider Electric
The General Liability and Automobile Liability policies include blanket additional insured endorsements that apply to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status.

The General Liability, Automobile Liability, and Workers Compensation policies include blanket Waiver of Subrogation endorsements that apply to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status.

The Workers Compensation policy includes a blanket alternate employer endorsement that applies to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status.

The General Liability, Automobile Liability, and Umbrella policies include blanket primary and non-contributory endorsements that apply to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status.

The General Liability, Automobile Liability, and Workers Compensation policies include blanket notice of cancellation endorsements that provides the certificate holder with 30 days advanced notice of cancellation only when there is a written contract between the named insured and the certificate holder that requires such status.

ACORD 101 (2008/01)
© 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
308

AGENCY CUSTOMER ID: FACILSOLUT2
LOC #:

ACORD®

ADDITIONAL REMARKS SCHEDULE

Page 2 of 2 ends

AGENCY
Marsh & McLennan Agency LLC

POLICY NUMBER

CARRIER

NAIC CODE

NAMED INSURED
Facility Solutions Group, Inc.
4401 Westgate Blvd., Suite 310
Austin TX 78745
EFFECTIVE DATE:

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE The General Liability policy includes a blanket additional insured endorsement that provides each premises owner, manager, or lessor as additional insured without a written contract or agreement in place.

The General Liability policy includes Contractual Liability when there is a written contract in place between the named insured and the certificate holder which requires such status prior to the loss.

The Umbrella policy follows form over the General Liability, Automobile Liability, and Employers Liability policies.

The Umbrella Liability policy has a $4,000,000 limit per occurrence/aggregate. However, there are two Excess Liability policies which sit over the Umbrella policy and provide an additional $21,000,000 per occurrence/aggregate for a combined $25,000,000 in Umbrella/Excess Liability over the underlying General Liability, Automobile Liability, and Workers' Compensation policies.

The Pollution Liability policy includes a Blanket Additional Insured endorsement which provides automatic additional insured status to any person or organization which is required to be granted this status in a written contract with the Named Insured.

The Pollution Liability policy coverage form includes an Other Insurance clause which states this policy will be Primary and Non-contributory if there is a written contract between the named insured and the certificate holder which requires such status.

The Pollution Liability policy coverage form includes a Waiver of Subrogation clause which applies to the certificate holder when there is a written contract in place between the named insured and the certificate holder which requires such status.

The Cyber Liability policy includes a Blanket Additional Insured clause which provides the certificate holder with additional insured status on a blanket basis when there is a written contract with the named insured which requires such status.

RE: Project: 24703 - Park Sports Fields Lights.

Certificate Holder Includes: The City of Placentia, its officers, employees, representatives, attorneys, and volunteers.

ACORD 101 (2008/01)
© 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
309

POLICY NUMBER: VTC2K-CO-5469B015-IND-23 ISSUE DATE: 12-31-23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED PERSON OR ORGANIZATION - NOTICE OF

CANCELLATION PROVIDED BY US
This endorsement modifies insurance provided under the following:

ALL COVERAGE PARTS INCLUDED IN THIS POLICY

SCHEDULE
CANCELLATION: Number of Days Notice:
30 PERSON OR
ORGANIZATION:

Any person or organization to whom you have agreed in a written contract that notice
of cancellation of this policy will be given, but only if:

1. You send us a written request to provide such notice, including the name and
address of such person or organization, after the first Named Insured receives notice
from us of the cancellation of this policy; and

2. We receive such written request at least 14 days before the beginning of the
applicable number of days shown in this endorsement.

ADDRESS:

The address for that person or organization included in such written request from you
to us.

PROVISIONS
If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation.

IL T4 05 05 19
© 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 310

POLICY NUMBER: VTC2K-CO-5469B015-IND-23

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 12-31-23
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

XTEND ENDORSEMENT FOR CONTRACTORS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. Who Is An Insured — Unnamed Subsidiaries
B. Blanket Additional Insured — Governmental
Entities — Permits Or Authorizations Relating To
Operations

PROVISIONS
A. WHO IS AN INSURED - UNNAMED

SUBSIDIARIES
The following is added to SECTION II - WHO IS
AN INSURED:

Any of your subsidiaries, other than a partnership,
joint venture or limited liability company, that is
not shown as a Named Insured in the
Declarations is a Named Insured if:
a. You are the sole owner of, or maintain an
ownership interest of more than 50% in, such
subsidiary on the first day of the policy period;
and
b. Such subsidiary is not an insured under
similar other insurance.

No such subsidiary is an insured for "bodily injury"
or "property damage" that occurred, or "personal
and advertising injury" caused by an offense
committed:
a. Before you maintained an ownership interest
of more than 50% in such subsidiary; or
b. After the date, if any, during the policy period
that you no longer maintain an ownership
interest of more than 50% in such subsidiary.

For purposes of Paragraph 1. of Section II — Who
Is An Insured, each such subsidiary will be
deemed to be designated in the Declarations as:

CG D3 16 02 19
C. Incidental Medical Malpractice
D. Blanket Waiver Of Subrogation
E. Contractual Liability — Railroads
F. Damage To Premises Rented To You
a. An organization other than a partnership, joint
venture or limited liability company; or
b. A trust;
as indicated in its name or the documents that
govern its structure.

B. BLANKET ADDITIONAL INSURED —

GOVERNMENTAL ENTITIES - PERMITS OR

AUTHORIZATIONS RELATING TO OPERATIONS
The following is added to SECTION II - WHO IS
AN INSURED:

Any governmental entity that has issued a permit
or authorization with respect to operations
performed by you or on your behalf and that you
are required by any ordinance, law, building code
or written contract or agreement to include as an
additional insured on this Coverage Part is an
insured, but only with respect to liability for "bodily injury", "property damage" or "personal and
advertising injury" arising out of such operations.

The insurance provided to such governmental
entity does not apply to:
a. Any "bodily injury", "property damage" or
"personal and advertising injury" arising out of
operations performed for the governmental
entity; or
b. Any "bodily injury" or "property damage"
included in the "products -completed
operations hazard".
© 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 311

COMMERCIAL GENERAL LIABILITY
C. INCIDENTAL MEDICAL MALPRACTICE

1. The following replaces Paragraph b. of the
definition of "occurrence" in the
DEFINITIONS Section:
b. An act or omission committed in providing
or failing to provide "incidental medical
services", first aid or "Good Samaritan
services" to a person, unless you are in
the business or occupation of providing
professional health care services.

2. The following replaces the last paragraph of
Paragraph 2.a.(1) of SECTION II - WHO IS
AN INSURED:

Unless you are in the business or occupation
of providing professional health care services,
Paragraphs (1)(a), (b), (c) and (d) above do
not apply to "bodily injury" arising out of
providing or failing to provide:
(a) "Incidental medical services" by any of
your "employees" who is a nurse, nurse
assistant, emergency medical technician
or paramedic; or
(b) First aid or "Good Samaritan services" by
any of your "employees" or "volunteer
workers", other than an employed or
volunteer doctor. Any such "employees"
or "volunteer workers" providing or failing
to provide first aid or "Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct
of your business.

3. The following replaces the last sentence of
Paragraph 5. of SECTION III - LIMITS OF
INSURANCE:

For the purposes of determining the
applicable Each Occurrence Limit, all related
acts or omissions committed in providing or
failing to provide "incidental medical
services", first aid or "Good Samaritan
services" to any one person will be deemed to
be one "occurrence".

4. The following exclusion is added to
Paragraph 2., Exclusions, of SECTION I —
COVERAGES — COVERAGE A — BODILY

INJURY AND PROPERTY DAMAGE
LIABILITY:

Sale Of Pharmaceuticals
"Bodily injury" or "property damage" arising
out of the violation of a penal statute or
ordinance relating to the sale of

Page 2 of 3 ends

pharmaceuticals committed by, or with the
knowledge or consent of, the insured.

5. The following is added to the DEFINITIONS
Section:
"Incidental medical services" means:
a. Medical, surgical, dental, laboratory, x-ray
or nursing service or treatment, advice or
instruction, or the related furnishing of
food or beverages; or
b. The furnishing or dispensing of drugs or
medical, dental, or surgical supplies or
appliances.

6. The following is added to Paragraph 4.b.,
Excess Insurance, of SECTION IV —

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any valid and
collectible other insurance, whether primary,
excess, contingent or on any other basis, that
is available to any of your "employees" for
"bodily injury" that arises out of providing or
failing to provide "incidental medical services"
to any person to the extent not subject to
Paragraph 2.a.(1) of Section II — Who Is An
Insured.

D. BLANKET WAIVER OF SUBROGATION
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — COMMERCIAL GENERAL
LIABILITY CONDITIONS:

If the insured has agreed in a contract or
agreement to waive that insured's right of
recovery against any person or organization, we
waive our right of recovery against such person or
organization, but only for payments we make
because of:
a. "Bodily injury" or "property damage" that
occurs; or
b. "Personal and advertising injury" caused by
an offense that is committed;
subsequent to the execution of the contract or
agreement.

E. CONTRACTUAL LIABILITY — RAILROADS

1. The following replaces Paragraph c. of the
definition of "insured contract" in the
DEFINITIONS Section:
c. Any easement or license agreement;
© 2017 The Travelers Indemnity Company. All rights reserved. CG D3 16 02 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 312

COMMERCIAL GENERAL LIABILITY

2. Paragraph f.(1) of the definition of "insured
contract" in the DEFINITIONS Section is
deleted.

F. DAMAGE TO PREMISES RENTED TO YOU
The following replaces the definition of "premises
damage" in the DEFINITIONS Section:
"Premises damage" means "property dama ge" to:

CG D3 16 02 19
a. Any premises while rented to you or
temporarily occupied by you with permission
of the owner; or
b. The contents of any premises while such
premises is rented to you, if you rent such
premises for a period of seven or fewer
consecutive days.
© 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 313

POLLUTION LIABILITY
POLICY NUMBER: ZCE16P64579 ISSUE DATE: 12/31/2023
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - DESIGNATED PERSONS OR

ORGANIZATIONS FOR SPECIFIED POLLUTION LIABILITY
This endorsement modifies insurance provided under the following:

TRAVELERS ECP CUSTOMsM GENERAL PROVISIONS FORM

SCHEDULE OF DESIGNATED PERSONS OR ORGANIZATIONS FOR SPECIFIED

POLLUTION LIABILITY
Designated Person Or Organization For Specified Contractors Pollution Liability:

ANY PERSON OR ORGANIZATION THAT THE "NAMED INSURED" AGREED IN A WRITTEN CONTRACT TO INCLUDE AS AN ADDITIONAL INSURED UNDER THIS INSURANCE.

Designated Person Or Organization And Covered Location For Specified Site Pollution Liability:

Designated Person Or Organization
For Specified Site Pollution Liability: Covered Location:

PROVISIONS

1. The following is added to the definition
of "insured" in SECTION IX - DEFINITIONS:

Only for the purposes of:
(1) Any Contractors
Coverage;
(2) Any Contractors
Liability Coverage;
Pollution
Asbestos
or
Liability
Pollution
(3) Any Non -Owned Disposal Site
Pollution Legal Liability Coverage if
the "non -owned disposal site pollution
conditions" are "contractor waste
non -owned disposal site pollution
conditions";
"insured" also means any person or
organization shown as a Designated
Person Or Organization For Specified
Contractors Pollution Liability in the
Schedule Of Designated Persons Or
Organizations For Specified Pollution
Liability.

However, such person or organization is
an "insured" only for "bodily injury",
"property damage" or "pollution clean-up
costs" arising out of "covered
operations" performed by or on behalf
of any "named insured" and only to the
extent that the "pollution conditions" are
caused by acts or omissions of such
"named insured" or any of such "named
insured's" subcontractors.

Also, if the "named insured" agreed in a
written contract or agreement to include
such person or organization as an
additional insured under this insurance,
the insurance provided to such person or
organization is subject to the following
provisions:
(1) The limits of insurance provided to
such person or organization will be
the minimum limits which the "named
insured" agreed to provide in the
written contract or agreement, or the
limits shown in the Travelers ECP
Custom Declarations, whichever are
less.
(2) The insurance provided to such person
or organization does not apply to any:

RP 12 04 10 21
© 2021 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 314

POLLUTION LIABILITY
(a) "Bodily injury", "property damage"
or "pollution clean-up costs"
resulting from:
(i) "Pollution conditions" that
commenced before the written
contract or agreement was
signed by the "named insured";
or
(ii) "Pollution conditions", or any
incident, condition or other
circumstance which could
become "pollution conditions",
that was known, or reasonably
should have been known, by
such person or organization or
by any of that organization's
employees, and that was not
previously disclosed to a
"responsible person" before the
written contract or agreement
was signed by the "named
insured"; or
(b) "Bodily injury", "property damage"
or "pollution clean-up costs"
arising out of any "named
insured's" operation, maintenance,
or use of equipment rented or
leased from that person or
organization if the "pollution
conditions" commenced after the
equipment lease expires.

2. The following is added to the definition
of "insured" in SECTION IX - DEFINITIONS:

Only for the purposes of:
(1) Any Site Pollution Liability Coverage;
or
(2) Any Non -Owned Disposal Site
Pollution Legal Liability Coverage if
the "non -owned disposal site pollution
conditions" are "operator waste non -
owned disposal site pollution
conditions";
"insured" also means any person or
organization shown as a Designated
Person Or Organization For Specified Site
Pollution Liability in the Schedule Of
Designated Persons Or Organizations For
Specified Pollution Liability.

However:
(1) Such person or organization is an
"insured" for the purposes of any
Site Pollution Liability Coverage only
for:
(a) "Bodily injury" or "property
damage" resulting from "pollution
conditions" at, on, under or from;
(b) "Pollution clean-up costs" for
"pollution conditions" from; or
(c)
"Bodily injury" or "property
damage" resulting from, or
"pollution clean-up costs" for,
"transportation pollution conditions",
if coverage for "transportation
pollution conditions" is included in
this coverage form, involving
"pollutants" being transported to
or from;
the "covered location" shown for
such person or organization in the
Schedule Of Designated Persons Or
Organizations For Specified Pollution
Liability; and
(2) Such person or organization is an
"insured" for the purposes of any
Non -Owned Disposal Site Pollution
Legal Liability Coverage only for
"bodily injury" or "property damage"
resulting from, or "pollution clean-up
costs" for, "operator waste non -
owned disposal site pollution
conditions" that are a discharge,
dispersal, seepage, migration, release
or escape of waste that originated
from the "covered location" shown
for such person or organization in the
Schedule Of Designated Persons Or
Organizations For Specified Pollution
Liability.

Also, if the "named insured" agreed in a
written contract or agreement to include
such person or organization as an
additional insured under this policy, the
insurance provided to such person or
organization is subject to the following
provisions:
(1) The limits of insurance provided to
such person or organization will be
the minimum limits which the "named
insured" agreed to provide in the
written contract or agreement, or the
limits shown in the Travelers ECP
Custom Declarations, whichever are
less.
(2) The insurance provided to such person
or organization does not apply to any
"bodily injury", "property damage" or
"pollution clean-up costs" arising out
of:
(a) "Pollution conditions" that
commenced before the written
contract or agreement was signed
by the "named insured"; or
(b) "Pollution conditions", or any
incident, condition or other
circumstance which could become
"pollution conditions", that was
known, or reasonably should have
been known, by such person or
organization or by any of that

Page 2 of 3 ends

RP 12 04 10 21 315

POLLUTION LIABILITY
organization's employees, and that
was not previously disclosed to a
"responsible person" before the
written contract or agreement was
signed by the "named insured".

3. The following is added to Exclusion b.,
Claims By Insureds Against Insureds Or By
Related Persons Or Organizations, in
Paragraph 2. of SECTION I — COVERAGE:

For the purposes of any Contractors
Pollution Liability Coverage, Contractors
Asbestos Pollution Liability Coverage,
Non -Owned Disposal Site Pollution Legal
Liability Coverage or Site Pollution
Liability Coverage, Paragraph (1) of this
exclusion also does not apply to any
"claim" for "loss" that is made by or on
behalf of any person or organization that
qualifies as an "insured" for such
coverage under the Additional Insured -
Designated Persons Or Organizations For
Specified Pollution Liability endorsement.

RP 12 04 10 21
© 2021 The Travelers Indemnity Company. All rights reserved.

Page 3 of 3 ends

TRAVELERS)

ONE TOWER SQUARE
HARTFORD CT 06183

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 00 03 13 (00) - 002
POLICY NUMBER: UB-1L110848-23-25-K

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.

SCHEDULE
DESIGNATED PERSON:

DESIGNATED ORGANIZATION:

ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER.

INCLUDING:

ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER.

DATE OF ISSUE: 12-31-23 ST ASSIGN:

PAGE 1 OF1 317

POLICY NUMBER: VTC2N-CAP-5469B027-PHX-23 COMMERCIAL AUTO ISSUE DATE: 12/31/2023
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. BROAD FORM NAMED INSURED
B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENTARY PAYMENTS - INCREASED
LIMITS
F. HIRED AUTO - LIMITED WORLDWIDE COV-

ERAGE - INDEMNITY BASIS
G. WAIVER OF DEDUCTIBLE - GLASS

PROVISIONS
A. BROAD FORM NAMED INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II - COVERED AUTOS
LIABILITY COVERAGE:

Any organization you newly acquire or form dur-
ing the policy period over which you maintain
50% or more ownership interest and that is not
separately insured for Business Auto Coverage.

Coverage under this provision is afforded only un-
til the 180th day after you acquire or form the or-
ganization or the end of the policy period, which-
ever is earlier.

B. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A.1.,
Who Is An Insured, of SECTION II — COVERED
AUTOS LIABILITY COVERAGE:

Any person or organization who is required under
a written contract or agreement between you and
that person or organization, that is signed and
executed by you before the "bodily injury" or
"property damage" occurs and that is in effect
during the policy period, to be named as an addi-
tional insured is an "insured" for Covered Autos
Liability Coverage, but only for damages to which
CA T3 53 02 15
H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF
USE — INCREASED LIMIT
I. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES — INCREASED LIMIT
J. PERSONAL PROPERTY
K. AIRBAGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
M. BLANKET WAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
this insurance applies and only to the extent that
person or organization qualifies as an "insured"
under the Who Is An Insured provision contained
in Section II.

C. EMPLOYEE HIRED AUTO
1 The following is added to Paragraph A.1.,
Who Is An Insured, of SECTION II — COV-
ERED AUTOS LIABILITY COVERAGE :

An "employee" of yours is an "insured" while
operating an "auto" hired or rented under a
contract or agreement in an "employee's"
name, with your permission, while performing
duties related to the conduct of your busi-
ness.

2. The following replaces Paragraph b. in B.5.,
Other Insurance, of SECTION IV - BUSI-
NESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage Cover-
age, the following are deemed to be cov-
ered "autos" you own:
(1) Any covered "auto" you lease, hire,
rent or borrow: and
(2) Any covered "auto" hired or rented by
your "employee" under a contract in
an "employee's" name, with your
© 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 318

COMMERCIAL AUTO
permission, while performing duties
related to the conduct of your busi-
ness.

However, any "auto" that is leased, hired,
rented or borrowed with a driver is not a
covered "auto".

D. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II — COVERED AUTOS
LIABILITY COVERAGE:

Any "employee" of yours is an "insured" while us-
ing a covered "auto" you don't own, hire or borrow
in your business or your personal affairs.

E. SUPPLEMENTARY PAYMENTS —INCREASED
LIMITS

1. The following replaces Paragraph A.2.a.(2),
of SECTION II — COVERED AUTOS LIABIL-
ITY COVERAGE:
(2) Up to $3,000 for cost of bail bonds (in-
cluding bonds for related traffic law viola-
tions) required because of an "accident"
we cover. We do not have to furnish
these bonds.

2. The following replaces Paragraph A.2.a.(4),
of SECTION II — COVERED AUTOS LIABIL-
ITY COVERAGE:
(4) All reasonable expenses incurred by the
"insured" at our request, including actual
loss of earnings up to $500 a day be-
cause of time off from work.

F. HIRED AUTO — LIMITED WORLDWIDE COV-
ERAGE — INDEMNITY BASIS
The following replaces Subparagraph (5) in Para-
graph B.7., Policy Period, Coverage Territory,
of SECTION IV — BUSINESS AUTO CONDI-
TIONS:
(5) Anywhere in the world, except any country or
jurisdiction while any trade sanction, em-
bargo, or similar regulation imposed by the
United States of America applies to and pro-
hibits the transaction of business with or
within such country or jurisdiction, for Cov-
ered Autos Liability Coverage for any covered
"auto" that you lease, hire, rent or borrow
without a driver for a period of 30 days or less
and that is not an "auto" you lease, hire, rent
or borrow from any of your "employees",
partners (if you are a partnership), members
(if you are a limited liability company) or
members of their households.

Page 2 of 4 ends

(a) With respect to any claim made or "suit"
brought outside the United States of
America, the territories and possessions
of the United States of America, Puerto
Rico and Canada:
(i) You must arrange to defend the "in-
sured" against, and investigate or set-
tle any such claim or "suit" and keep
us advised of all proceedings and ac-
tions.
(ii) Neither you nor any other involved
"insured" will make any settlement
without our consent.
(iii) We may, at our discretion, participate
in defending the "insured" against, or
in the settlement of, any claim or
"suit".
(iv) We will reimburse the "insured" for
sums that the "insured" legally must
pay as damages because of "bodily
injury" or "property damage" to which
this insurance applies, that the "in-
sured" pays with our consent, but
only up to the limit described in Para-
graph C., Limits Of Insurance, of
SECTION II — COVERED AUTOS
LIABILITY COVERAGE.
(v) We will reimburse the "insured" for
the reasonable expenses incurred
with our consent for your investiga-
tion of such claims and your defense
of the "insured" against any such
"suit", but only up to and included
within the limit described in Para-
graph C., Limits Of Insurance, of
SECTION II — COVERED AUTOS
LIABILITY COVERAGE, and not in
addition to such limit. Our duty to
make such payments ends when we
have used up the applicable limit of
insurance in payments for damages,
settlements or defense expenses.
(b) This insurance is excess over any valid
and collectible other insurance available
to the "insured" whether primary, excess,
contingent or on any other basis.
(c) This insurance is not a substitute for re-
quired or compulsory insurance in any
country outside the United States, its ter-
ritories and possessions, Puerto Rico and
Canada.
© 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 319

COMMERCIAL AUTO
You agree to maintain all required or
compulsory insurance in any such coun-
try up to the minimum limits required by
local law. Your failure to comply with
compulsory insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory in-
surance requirements.
(d) It is understood that we are not an admit-
ted or authorized insurer outside the
United States of America, its territories
and possessions, Puerto Rico and Can-
ada. We assume no responsibility for the
furnishing of certificates of insurance, or
for compliance in any way with the laws
of other countries relating to insurance.

G. WAIVER OF DEDUCTIBLE — GLASS
The following is added to Paragraph D., Deducti-
ble, of SECTION III — PHYSICAL DAMAGE
COVERAGE:

No deductible for a covered "auto" will apply to
glass damage if the glass is repaired rather than
replaced.

H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF
USE — INCREASED LIMIT
The following replaces the last sentence of Para-
graph A.4.b., Loss Of Use Expenses, of SEC-
TION III — PHYSICAL DAMAGE COVERAGE :

However, the most we will pay for any expenses
for loss of use is $65 per day, to a maximum of
$750 for any one "accident".

I. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES — INCREASED LIMIT
The following replaces the first sentence in Para-
graph A.4.a., Transportation Expenses, of
SECTION III — PHYSICAL DAMAGE COVER-
AGE:

We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense in-
curred by you because of the total theft of a cov-
ered "auto" of the private passenger type.

J. PERSONAL PROPERTY
The following is added to Paragraph A.4., Cover-
age Extensions, of SECTION III — PHYSICAL
DAMAGE COVERAGE:

Personal Property
We will pay up to $400 for "loss" to wearing ap-
parel and other personal property which is:
(1) Owned by an "insured"; and
CA T3 53 02 15
(2) In or on your covered "auto".

This coverage applies only in the event of a total
theft of your covered "auto".

No deductibles apply to this Personal Property
coverage.

K. AIRBAGS
The following is added to Paragraph B.3., Exclu-
sions, of SECTION III — PHYSICAL DAMAGE
COVERAGE:

Exclusion 3.a. does not apply to "loss" to one or
more airbags in a covered "auto" you own that in-
flate due to a cause other than a cause of "loss"
set forth in Paragraphs A.1.b. and A.1.c., but
only:
a. If that "auto" is a covered "auto" for Compre-
hensive Coverage under this policy;
b. The airbags are not covered under any war-
ranty; and
c. The airbags were not intentionally inflated.

We will pay up to a maximum of $1,000 for any
one "loss".

L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV — BUSINESS AUTO CONDITIONS :

Your duty to give us or our authorized representa-
tive prompt notice of the "accident" or "loss" ap-
plies only when the "accident" or "loss" is known
to:
(a) You (if you are an individual);
(b) A partner (if you are a partnership);
(c) A member (if you are a limited liability com-
pany);
(d) An executive officer, director or insurance
manager (if you are a corporation or other or-
ganization); or
(e) Any "employee" authorized by you to give no-
tice of the "accident" or "loss".

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — BUSINESS AUTO CONDI-
TIONS :

5. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to the ex-
tent required of you by a written contract
signed and executed prior to any "accident"
or "loss", provided that the "accident" or "loss"
arises out of operations contemplated by
© 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 320

COMMERCIAL AUTO
such contract. The waiver applies only to the
person or organization designated in such
contract.

N. UNINTENTIONAL ERRORS OR OMISSIONS
The following is added to Paragraph B.2., Con-
cealment, Misrepresentation, Or Fraud, of
SECTION IV — BUSINESS AUTO CONDITIONS :

Page 4 of 4 ends

The unintentional omission of, or unintentional
error in, any information given by you shall not
prejudice your rights under this insurance. How-
ever this provision does not affect our right to col-
lect additional premium or exercise our right of
cancellation or non -renewal.
© 2015 The Travelers Indemnity Compa ny. All rights reserved . CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 321

POLICY #: VTN-BAP-5469B039-PHX-23

COMMERCIAL AUTO
ISSUED: 12-31-23
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:

A. BROAD FORM NAMED INSURED
B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENTARY PAYMENTS - INCREASED
LIMITS
F. HIRED AUTO - LIMITED WORLDWIDE COV-

ERAGE - INDEMNITY BASIS
G. WAIVER OF DEDUCTIBLE - GLASS

PROVISIONS
A. BROAD FORM NAMED INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II — COVERED AUTOS
LIABILITY COVERAGE:

Any organization you newly acquire or form dur-
ing the policy period over which you maintain
50% or more ownership interest and that is not
separately insured for Business Auto Coverage.

Coverage under this provision is afforded only un-
til the 180th day after you acquire or form the or-
ganization or the end of the policy period, which-
ever is earlier.

B. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A.1.,
Who Is An Insured, of SECTION II — COVERED
AUTOS LIABILITY COVERAGE:

C. EMPLOYEE HIRED AUTO

1. The following is added to Paragraph A.1.,
Who Is An Insured, of SECTION II — COV-
ERED AUTOS LIABILITY COVERAGE:

COMMERCIAL AUTO
permission, while performing duties
related to the conduct of your busi-
ness.

However, any "auto" that is leased, hired,
rented or borrowed with a driver is not a
covered "auto".

D. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II — COVERED AUTOS
LIABILITY COVERAGE:

Any "employee" of yours is an "insured" while us-
ing a covered "auto" you don't own, hire or borrow
in your business or your personal affairs.

E. SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS

Page 2 of 4 ends

G. WAIVER OF DEDUCTIBLE — GLASS
The following is added to Paragraph D., Deducti-
ble, of SECTION III — PHYSICAL DAMAGE
COVERAGE:

No deductible for a covered "auto" will apply to
glass damage if the glass is repaired rather than
replaced.

H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF
USE — INCREASED LIMIT
The following replaces the last sentence of Para-
graph A.4.b., Loss Of Use Expenses, of SEC-
TION III — PHYSICAL DAMAGE COVERAGE:

However, the most we will pay for any expenses
for loss of use is $65 per day, to a maximum of
$750 for any one "accident".

We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense in-
curred by you because of the total theft of a cov-
ered "auto" of the private passenger type.

J. PERSONAL PROPERTY
The following is added to Paragraph A.4., Cover-
age Extensions, of SECTION III — PHYSICAL
DAMAGE COVERAGE:

Personal Property
We will pay up to $400 for "loss" to wearing ap-
parel and other personal property which is:
(1) Owned by an "insured"; and
CA T3 53 02 15
(2) In or on your covered "auto".

This coverage applies only in the event of a total
theft of your covered "auto".

No deductibles apply to this Personal Property
coverage.

K. AIRBAGS
The following is added to Paragraph B.3., Exclu-
sions, of SECTION III — PHYSICAL DAMAGE
COVERAGE:

We will pay up to a maximum of $1,000 for any
one "loss".

L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV — BUSINESS AUTO CONDITIONS:

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — BUSINESS AUTO CONDI-
TIONS :

COMMERCIAL AUTO
such contract. The waiver applies only to the
person or organization designated in such
contract.

N. UNINTENTIONAL ERRORS OR OMISSIONS
The following is added to Paragraph B.2., Con-
cealment, Misrepresentation, Or Fraud, of
SECTION IV — BUSINESS AUTO CONDITIONS:

Page 4 of 4 ends

POLICY NUMBER: VTC2K-CO-5469B015-IND-23

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 12/31/23
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS

IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
The following is added to SECTION II - WHO IS AN
INSURED:

Any person or organization that:
a. You agree in a written contract or agreement to
include as an additional insured on this Coverage
Part; and
b. Has not been added as an additional insured for
the same project by attachment of an endorse-
ment under this Coverage Part which includes
such person or organization in the endorsement's
schedule;
is an insured, but:
a. Only with respect to liability for "bodily injury" or "property damage" that occurs, or for "personal
injury" caused by an offense that is committed,
subsequent to the signing of that contract or
agreement and while that part of the contract or
agreement is in effect; and
b. Only as described in Paragraph (1), (2) or (3) be-
low, whichever applies:
(1) If the written contract or agreement specifical-
ly requires you to provide additional insured
coverage to that person or organization by
the use of:
(a) The Additional Insured — Owners, Les-
sees or Contractors — (Form B) endorse-
ment CG 20 10 11 85; or
(b) Either or both of the following: the Addi-
tional Insured — Owners, Lessees or Con-
tractors — Scheduled Person Or Organi-
zation endorsement CG 20 10 10 01, or
the Additional Insured — Owners, Lessees
or Contractors — Completed Operations
endorsement CG 20 37 10 01;
the person or organization is an additional in-
sured only if the injury or damage arises out
of "your work" to which the written contract or
agreement applies;
(2) If the written contract or agreement specifical-
ly requires you to provide additional insured
coverage to that person or organization by
the use of:
(a) The Additional Insured — Owners, Les-
sees or Contractors — Scheduled Person
or Organization endorsement CG 20 10
07 04 or CG 20 10 04 13, the Additional
Insured — Owners, Lessees or Contrac-
tors — Completed Operations endorse-
ment CG 20 37 07 04 or CG 20 37 04 13,
or both of such endorsements with either
of those edition dates; or
(b) Either or both of the following: the Addi-
tional Insured — Owners, Lessees or Con-
tractors — Scheduled Person Or Organi-
zation endorsement CG 20 10, or the Ad-
ditional Insured — Owners, Lessees or
Contractors — Completed Operations en-
dorsement CG 20 37, without an edition
date of such endorsement specified;
the person or organization is an additional in-
sured only if the injury or damage is caused,
in whole or in part, by acts or omissions of
you or your subcontractor in the performance
of "your work" to which the written contract or
agreement applies; or
(3) If neither Paragraph (1) nor (2) above applies:
(a) The person or organization is an addi-
tional insured only if, and to the extent
that, the injury or damage is caused by
acts or omissions of you or your subcon-
tractor in the performance of "your work"
to which the written contract or agree-
ment applies; and
(b) Such person or organization does not
qualify as an additional insured with re-
spect to the independent acts or omis-
sions of such person or organization.

The insurance provided to such additional insured is
subject to the following provisions:
a. If the Limits of Insurance of this Coverage Part
shown in the Declarations exceed the minimum
limits required by the written contract or agree-
ment, the insurance provided to the additional in-
sured will be limited to such minimum required
limits. For the purposes of determining whether
CG D6 04 02 19
© 2017 The Travelers Indemnity Company. All rights reserved.

Page 1 of 2 ends

326

COMMERCIAL GENERAL LIABILITY
this limitation applies, the minimum limits required
by the written contract or agreement will be con-
sidered to include the minimum limits of any Um-
brella or Excess liability coverage required for the
additional insured by that written contract or
agreement. This provision will not increase the
limits of insurance described in Section III — Limits
Of Insurance.
b. The insurance provided to such additional insured
does not apply to:
(1) Any "bodily injury", "property damage" or
"personal injury" arising out of the providing,
or failure to provide, any professional archi-
tectural, engineering or surveying services,
including:
(a) The preparing, approving, or failing to
prepare or approve, maps, shop draw-
ings, opinions, reports, surveys, field or-
ders or change orders, or the preparing,
approving, or failing to prepare or ap-
prove, drawings and specifications; and
(b) Supervisory, inspection, architectural or
engineering activities.
(2) Any "bodily injury" or "property damage"
caused by "your work" and included in the
"products -completed operations hazard" un-
less the written contract or agreement specifi-
cally requires you to provide such coverage
for that additional insured during the policy
period.
c. The additional insured must comply with the fol-
lowing duties:
(1) Give us written notice as soon as practicable
of an "occurrence" or an offense which may
result in a claim. To the extent possible, such
notice should include:
(a) How, when and where the "occurrence"
or offense took place;
(b) The names and addresses of any injured
persons and witnesses; and
(c) The nature and location of any injury or
damage arising out of the "occurrence" or
offense.
(2) If a claim is made or "suit" is brought against
the additional insured:
(a) Immediately record the specifics of the
claim or "suit" and the date received; and
(b) Notify us as soon as practicable and see
to it that we receive written notice of the
claim or "suit" as soon as practicable.
(3) Immediately send us copies of all legal pa-
pers received in connection with the claim or
"suit", cooperate with us in the investigation
or settlement of the claim or defense against
the "suit", and otherwise comply with all policy
conditions.
(4) Tender the defense and indemnity of any
claim or "suit" to any provider of other insur-
ance which would cover such additional in-
sured for a loss we cover. However, this con-
dition does not affect whether the insurance
provided to such additional insured is primary
to other insurance available to such additional
insured which covers that person or organiza-
tion as a named insured as described in Par-
agraph 4., Other Insurance, of Section IV —
Commercial General Liability Conditions.

Page 2 of 2 ends

POLICY NUMBER: VTC2K-CO-5469B015-IND-23

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 12/31/23
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNER, MANAGER OR LESSOR

OF PREMISES AT WHICH YOU ARE PERFORMING OR

HAVE PERFORMED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE OF ADDITIONAL INSUREDS
Person Or Organization:

Each premises owner, manager, or lessor that you agree, but not in a written contract or agreement, to include as an additional insured on this Coverage Part.

Project Or Location Of Covered Operations:

Each project for which a written contract you have with a tenant of a premises:

1. Owned or leased by a person or organization that is a premises owner or lessor shown in the Schedule above; or

2. Managed by a person or organizaiton that is a premises manager shown in the Schedule above; requires "your work" to be performed for such tenant.

PROVISIONS
The following is added to SECTION II - WHO IS AN
INSURED:

1. Any person or organization shown in the Sched-
ule Of Additional Insureds that is a premises
owner, manager or lessor of premises at which
you are performing or have performed operations
is an insured, but only:
a. With respect to liability for "bodily injury" or
"property damage"; and
b. If, and only to the extent that, the "bodily
injury" or "property damage" is caused by
acts or omissions of you or your subcontrac-
tor in the perfo rmance of "your work" on or for
the project, or at the location, shown in the
Schedule Of Additional Insureds. The person
CG D7 65 06 14
© 2014 The Travelers Indemnity Company. All rights reserved.

Page 1 of 2 ends

328

COMMERCIAL GENERAL LIABILITY
or organization does not qualify as an addi-
tional insured with respect to the independent
acts or omissions of such person or organiza-
tion.

2. The insurance provided to such person or organi-
zation does not apply to "bodily injury" or "prop-
erty damage" arising out of the rendering of, or
failure to render, any professional architectural,
engineering or surveying services, including:
a. The preparing, approving, or failing to prepar e
or approve, maps, shop drawings, opinions,
reports, surveys, field orders or change or-
ders, or the preparing, approving, or failing to
prepare or approve, drawings and specifica-
tions; and
b. Supervisory, inspection, architectural or engi-
neering activities.

3. As a condition of coverage provided to the addi-
tional insured:
a. The additional insured must give us written
notice as soon as practicable of an "occur-
rence" which may result in a claim. To the ex-
tent possible, such notice should include:
(1) How, when and where the "occurrence"
took place;
(2) The names and addresses of any injured
persons and witnesses; and
(3) The nature and location of any injury or
damage arising out of the "occurrence".
b. If a claim is made or "suit" is brought against
the additional insured, the additional insured
must:
(1) Immediately record the specifics of the
claim or "suit" and the date received; and
(2) Notify us as soon as practicable.

The additional insured must see to it that we
receive written notice of the claim or "suit" as
soon as practicable.
c. The additional insured must immediately
send us copies of all legal papers re-
ceived in connection with the claim or
"suit", cooperate with us in the investiga-
tion or settlement of the claim or defense
against the "suit", and otherwise comply
with all policy conditions.
d. The additional insured must tender the
defense and indemnity of any claim or
"suit" to any provider of other insurance
which would cover the additional insured
for a loss we cover under thi s insurance.

Page 2 of 2 ends

G€RDIAN`°
Work Order Signature Document
EZIQC Contract No.: CA-R8-E02-123021-FSG
x
Work Order Number.: 129311.00
Work Order Title:

Owner Name:

Contact:

Phone:

New Work Order
Tuffree Hill Park Lighting Project
City of Placentia
Modify an Existing Work Order
Work Order Date: 05/23/2024
Contractor Name: Facility Solutions Group
Daniela Escobedo
7149938232
Contact:

Phone:

Chad Owens
800-265-0439
Work to be Performed
Work to be performed as per the Final Detailed Scope of Work Attached and as per the terms and conditions of Sourcewell EZIQC Contract No CA-R8-E02-123021-FSG.

Brief Work Order Description:

The first is Tuffree Park sports lighting retrofit. They have asked us to provide a quote to upgrade their sports lights to LED's. The second is at Tuffree Park as well; retrofitting the tennis court/pickleball court lighting and adding lights to some of the poles to increase lighting in the parking lot Time of Performance
Liquidated Damages
Estimated Start Date:

Estimated Completion Date:

Will apply:

Will not apply: El
Work Order Firm Fixed Price: $218,985.32
Owner Purchase Order Number:

Approvals
City of Placentia
Date Contractor
Date
Work Order Signature Document

Page 1 of 1 ends

5/23/2024
330

Sourcewell
Detailed Scope of Work
G€RDIAN"
To: Chad Owens
Facility Solutions Group
801 Richfield Road
Placentia, CA 92870
800-265-0439
Date Printed: May 23, 2024
Work Order Number: 129311.00
Work Order Title: Tuffree Hill Park Lighting Project
Brief Scope:

From: Daniela Escobedo
City of Placentia
401 E Chapman Ave.

Placentia, CA 92870
7149938232
The first is Tuffree Park sports lighting retrofit. They have asked us to provide a quote to upgrade their sports lights to LED's. The second is at Tuffree Park as well; retrofitting the tennis court/pickleball court lighting and adding lights to some of the poles to increase lighting in the parking lot
Preliminary n Revised
X
Final
The following items detail the scope of work as discussed at the site. All requirements necessary to accomplish the items set forth below shall be considered part of this scope of work.

Baseball fields - proposal to replace 56 existing metal halide sportslight fixtures with new Cooper/Ephesus LED sportslighter fixtures Fixtures to include Airmesh controls and a 10 year labor warranty Tennis courts- proposal to replace existing metal halide area lights with new Revo Spartan LED fixtures. 3 of the fixtures to include motion sensors that are pointed at the parking lot
Subject to the terms and conditions of ezIQC Contract CA-R8-E02-123021-FSG.

Contractor Date
City of Placentia Date
Scope of Work

Page 1 of 1 ends

5/23/2024
331

Contractor's Price Proposal - Summary
Date: May 23, 2024
Re: IQC Master Contract #:

Work Order #:

Owner PO #:

Title:

Contractor:

Proposal Value:

CA-R8-E02-123021-FSG
129311.00
Tuffree Hill Park Lighting Project
Facility Solutions Group
$218,985.32
Section - 01 $8,567.00
Section - 26 $210,418.33
Proposal Total
Thisl total represents the correct total for the proposal. Any discrepancy between line totals, sub -totals and the proposal total is due to rounding.

The Percentage of NPP on this Proposal:
$218,985.32
Contractor's Price Proposal - Summary

Page 1 of 1 ends

5/23/2024
332

Contractor's Price Proposal - Detail
Date: May 23, 2024
Re:

IOC Master Contract #:

Work Order #:

Owner PO #:

Title:

Contractor:

Proposal Value:

CA-R8-E02-123021-FSG
129311.00
Tuffree Hill Park Lighting Project
Facility Solutions Group
$218,985.32
Sect. Item Mod. UOM Description Line Total
Labor Equip. Material (Excludes)
Section - 01
1 01 22 16 00 0002
EA Reimbursable FeesReimbursable Fees will be paid to the contractor for eligible costs as directed by Owner. Insert the appropriate quantity to adjust the base cost to the actual Reimbursable Fee. If there are multiple Reimbursable Fees, list each one separately and add a comment in the "note" block to identify the Reimbursable Fee (e.g. sidewalk closure, road cut, various permits, extended warranty, expedited shipping costs, etc.). A copy of each receipt shall be submitted with the Price Proposal.

Quantity Unit Price Factor
Installation 4,306.00 x 1.00 x 1.2154
bonds
Total
5,233.51
$5,233.51
2 01 22 23 00 0006
WK 40' Engine Powered, Telescoping Boom Man Lift With Platform Quantity Unit Price
Installation 1.00 x 1,039.43 x
Factor Total

1.0828
1,125.49
$1,125.49
3 01 22 23 00 0009
WK 60' Engine Powered, Telescoping Boom Man Lift With Platform Quantity Unit Price Factor
Installation 1.00 x 1,445.87 x 1.0828
Total
1,565.59
$1,565.59
4 01 22 23 00 0062
WK 30' Electric, Scissor Platform Lift
Quantity
Installation x

1.00 Unit Price
593.29
x
Factor

1.0828
Total
642.41
$642.41
Subtotal for Section - 01 $8,567.00
Section - 26
5 26 01 20 91 0002
EA Lock Out/Tag Out Local DisconnectExcludes tag or padlock See CSI section $164.59 26 01 20 91-0004 for padlock, 26 01 20 91-0005 for tag(s).

Installation
Quantity

4.00 x
Unit Price

38.00 x
Factor

1.0828
Total
164.59
6 26 56 19 00 0199
EA 240 LEDs, 533 System Watts, Direct Or Arm Mount, Rectangular, High Output, LED Area Fixture (CREED BetaLED® Edge®ARE-EHO)
Quantity Unit Price Factor
Installation 56.00 x 2,903.68 x 1.0828
Total
176,069.86
Demolition 56.00 x 161.43 x 1.0828 = 9,788.60
upgrade to Ephesus EPH-LS-08-0680N-BLK-57-70-2S-C00-XV-AM-RY-A04-CV5-BP-ST LED fixture $185,858.46
7 26 56 19 00 0199 0594 MOD For Multi -Level, Add
Quantity
Installation 56.00
x
Unit Price

98.07 x
Factor Total

1.0828
5,946.65
$5,946.65
8 26 56 19 00 0199 0669 MOD For >50 To 100, Deduct
Quantity
Installation 56.00
x
Unit Price
-145.18
x
Factor Total

1.0828
-8,803.25
-$8,803.25
Contractor's Price Proposal - Detail

Page 1 of 2 ends

5/23/2024
333

Contractor's Price Proposal - Detail Continues..

Work Order Number: 129311.00
Work Order Title: Tuffree Hill Park Lighting Project
Section - 26
9 26 56 19 00 0219
EA 14,000 Lumens, 140 Watt, Arm Mount, Rectangular, LED Area Fixture (Everlast EL -LED -VS)
Quantity Unit Price Factor
Installation 25.00 x 844.09 x 1.0828
Demolition 34.00 x 119.58 x 1.0828 =
Upgrade to Revo Spartan LED with selectable wattage and kelvin. removal of 9 extra existing fixtures
Total
22,849.52
4,402.36
$27,251.88
Subtotal for Section - 26 $210,418.33
Proposal Total
This total represents the correct total for the proposal. Any discrepancy between line totals, sub -totals and the proposal total is due to rounding.

The Percentage of NPP on this Proposal:
$218,985.32
Contractor's Price Proposal - Detail

Page 2 of 2 ends

5/23/2024
334

G€RDIAN"
Subcontractor Listing
Date: May 23, 2024
Re: IQC Master Contract #:

Work Order #:

Owner PO #:

Title:

Contractor:

Proposal Value:

CA-R8-E02-123021-FSG
129311.00
Tuffree Hill Park Lighting Project
Facility Solutions Group
$218,985.32
Name of Contractor
Duties
Amount
No Subcontractors have been
selected for this Work Order
$0.00

0.00 Subcontractor Listing

Page 1 of 1 ends

5/23/2024
335

RESOLUTION NO. R-2024-64

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PLACENTIA, CALIFORNIA AUTHORIZING A BUDGET
AMENDMENT IN FISCAL YEAR 2024-25 IN COMPLIANCE
WITH CITY CHARTER OF THE CITY OF PLACENTIA §§ 1206
AND 1209 PERTAINING TO APPROPRIATIONS FOR
ACTUAL EXPENDITURES.

A. Recitals.
(i). The adopted budget for the 2024-25 Fiscal Year sets out estimated appropriations for City expenses throughout the year.
(ii). From time to time the adopted budget must be adjusted when precise expenditures are finally determined or when estimated expenditures exceed projected costs allocated.
(iii). City Charter of the City of Placentia § 1206 authorizes the City Council to amend or supplement the budget by motion adopted by the affirmative votes of at least three members to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenues not included in the budget. All other legal prerequisites to the adoption of this Resolution have occurred.

B. Resolution.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLACENTIA DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:

1. In all respects as set forth in the Recitals, Part A., of this Resolution.

2. The adopted budget for Fiscal Year 2024-25, via Resolution No. R-2024-38 is hereby amended to reflect the following expenditure of funds from the Account specified to the Account specified:

Fund
Description
Department
GL Account
Amount
Type
Parks & Rec
Impact Fees
Fund
Fund Balance
Community
Services
0063-3001
$56,000
Decrease
Parks & Rec
Impact Fees
Fund
Tuffree Parks
Sports Fields
Lighting Project
Community
Services
637506-6760
$56,000
Increase

3. The Mayor shall sign this resolution, and the City Clerk shall attest and certify to the passage and adoption thereof.

Resolution R-2024-64

Page 1 of 2 ends

336

PASSED, ADOPTED AND APPROVED THIS 17th DAY OF SEPTEMBER 2024.

Jeremy Yamaguchi, Mayor
ATTEST:

Robert S. McKinnell, City Clerk

STATE OF CALIFORNIA

COUNTY OF ORANGE
I, Robert S. McKinnell, City Clerk of the City of Placentia, do hereby certify that the foregoing resolution was adopted at a regular meeting of the City Council of the City of Placentia held on the 17th day of September 2024 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

Christian Bettenhausen, City Attorney
Resolution R-2024-64

Page 2 of 2 ends

337

DocuSign Envelope ID: 7DC41F5F-8AF5-4EBC-B78F-B93CAA62C837

AGREEMENT TO

MODIFY AND EXTEND
SOURCEWELL CONTRACT #CA-R8-E02-123021-FSG
THIS AGREEMENT TO MODIFY AND EXTEND, Sourcewell Contract #CA-R8-E02-123021-FSG, is effective upon the date of the last signature below.

Sourcewell and Facility Solutions Group ("Contractor") have entered into an Indefinite Quantity Construction Contract, Contract Number CA-R8-E02-123021-FSG, with an initial term ending January 31, 2023, and three bilateral options to extend for an additional one-year term ("Contract"). The parties agree that the Contractor's Adjustment Factors will be modified, and that Sourcewell's offer of a one- year extension term will be accepted by Contractor.

MODIFICATION: OPTION PERIOD
Pursuant to the Contract, the following are the Adjustment Factors for the term ending January 31, 2024:

Base Year Index
Date
Index
1 December 2020
11625.95
2 January 2021
11627.94
3 February 2021
11698.79
4 March 2021
11749.75
5 April 2021
11849.32
6 May 2021
11989.91
7 June 2021
12112.05
8 July 2021
12237.69
9 August 2021
12463.13
10 September 2021
12464.55
11 October 2021
12464.94
12 November 2021
12467.32
Base Year Average 12062.6116
Adjustment:

First Year Index
Date
Index
1 December 2021
12481.82
2 January 2022
12555.55
3 February 2022
12683.97
4 March 2022
12791.43
5 April 2022
12898.96
6 May 2022
13004.47
7 June 2022
13110.50
8 July 2022
13167.84
9 August 2022
13171.07
10 September 2022
13173.43
11 October 2022
13174.92
12 November 2022
13174.98
First Year Average 12830.9416
First Year Index Average
Base Year Index Average
= 12949.0783 = 1.0735
12062.6116
338

DocuSign Envelope ID: 7DC41F5F-8AF5-4EBC-B78F-B93CAA62C837 CA-R8-E02-123021-FSG
Original
Adjustment
Factor
x
Adjustment
=
Adjustment Factor
02/01/23
through
01/31/24
Normal Working Hours — Prevailing Wage

0.9800

1.0735

1.0520
Other Than Normal Working Hours —
Prevailing Wage

1.0800

1.0735

1.1594
Secured/Medical Facilities — Prevailing Wage
Rate

1.2300

1.0735

1.3204
All -Union Wage

1.3500

1.0735

1.4492
Non Pre -Priced

1.2972

1.0000

1.2972
EXERCISE OF OPTION: EXTENSION
Contractor and Sourcewell hereby desire and agree to extend the Contract, with the above modification, for the period February 1, 2023 through January 31, 2024.

Sourcewell
,—DooccuSiigned by:l I, ,.,
3uru
,-COFD2A139D06489...

By:

Jeremy Schwartz
Title: Chief Procurement Officer
Date: 1/11/2023 I 8:27 PM CST
Facility Solutions Group
DocuSigned by:
(La V W UM
By:

Chad Owens
Title: Vice President of California
L4DFC706D1 C9C4C3...

Date: 1/11/2023 I 8:23 PM CST
339

DocuSign Envelope ID: 02039B30-548E-4810-AB84-813E6EAD65F7

AGREEMENT TO

MODIFY AND EXTEND
SOURCEWELL CONTRACT #CA-R8-E02-123021-FSG
THIS AGREEMENT TO MODIFY AND EXTEND, Sourcewell Contract #CA-R8-E02-123021-FSG, is effective upon the date of the last signature below.

Sourcewell and Facility Solutions Group ("Contractor") have entered into an Indefinite Quantity Construction Contract, Contract Number CA-R8-E02-123021-FSG, with an initial term ending January 31, 2023, and three bilateral options to extend for an additional one-year term ("Contract"). The Contract has previously been extended by the parties for the term ending January 31, 2024. The parties agree that the Contractor's Adjustment Factors will be modified, and that Sourcewell's offer of a one-year extension term will be accepted by Contractor.

MODIFICATION: OPTION PERIOD
Pursuant to the Contract, the following are the Adjustment Factors for the term ending January 31, 2025:

Second Year Index
Date
Index
1 December 2022
13160.29
2 January 2023
13175.03
3 February 2023
13175.93
4 March 2023
13176.30
5 April 2023
13229.57
6 May 2023
13288.27
7 June 2023
13345.00
8 July 2023
13424.98
9 August 2023
13472.56
10 September 2023
13485.67
11 October 2023
13497.97
12 November 2023
13510.57
Second Year Average 13328.5116
Second Year Index Average = 13328.5116 = 1.1049
Base Year Index Average 12062.6116
340

DocuSign Envelope ID: 02039B30-548E-4810-AB84-813E6EAD65F7 CA-R8-E02-123021-FSG
Original
Adjustment
Factor
x
Adjustment
=
Adjustment Factor
02/01/24
through
01/31/25
Normal Working Hours — Prevailing Wage

0.9800

1.1049

1.0828
Other Than Normal Working Hours —
Prevailing Wage

1.0800

1.1049

1.1933
Secured/Medical Facilities — Prevailing Wage
Rate

1.2300

1.1049

1.3590
All -Union Wage

1.3500

1.1049

1.4916
Non Pre -Priced

1.2972

1.0000

1.2972
EXERCISE OF OPTION: EXTENSION
Contractor and Sourcewell hereby desire and agree to extend the Contract, with the above modification, for the period February 1, 2024 through January 31, 2025.

Sourcewell
,—DooccuSiigned by::I, ,.,
3t tAlti S'a W 5
COFD2A139D06489...

By:

Facility Solutions Group
DocuSigned by:

Clutf, , V W t-tA,s
L4DFC7D6D1C9C4C3...

By:

Jeremy Schwartz Chad Owens
Title: Chief Procurement Officer Title: Vice President
Date: 1/17/2024 I 9:24 AM CST
Date: 1/17/2024 I 9:07 AM CST
341

DocuSign Envelope ID: 8F611793-D3D0-4752-A444-A75BE6F8200E Sourcewell �
Indefinite Delivery -Indefinite Quantity Construction Contract Contract Number: CA-R8-E02-123021-FSG
This Indefinite Delivery -Indefinite Quantity Construction Contract (Contract) is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 and Facility Solutions Group, 801 Richfield Road, Placentia, CA 92870 (Contractor).

Sourcewell is a State of Minnesota local government agency 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 federal, state and municipal governmental entities, K-12 and higher education entities, nonprofit entities, tribal governments, and other public entities located within the United States.

The Contractor desires to contract with Sourcewell to provide construction services to entities that access Sourcewell's indefinite delivery -indefinite quantity (IDIQ) construction contracts within the Region.

I. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract, including the General Terms and Conditions incorporated by reference, is effective upon the later of February 1, 2022 or the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires January 31, 2023, unless it is terminated sooner pursuant to Article XX of the General Terms and Conditions, which are incorporated into this Contract by reference. This Contract may be extended up to three additional one-year periods upon request of Sourcewell and with written agreement by the Contractor, not to exceed a total of four years.

II. REGION
The Contractor's Region is as follows: Region 8.

III. ADJUSTMENT FACTORS
The Contractor will perform any or all Tasks in the Construction Task Catalog for the Unit Price appearing therein multiplied by the following Adjustment Factors. See the General Terms and Conditions for additional information.

A. Normal Working Hours - Prevailing Wage Rate Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 0.9800.

B. Other Than Normal Working Hours - Prevailing Wage Rate Projects: Work performed from 4:00 p.m. to 7:00 a.m. Monday to Friday, and any time Saturday, Sunday and Holidays. The Contractor will Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 1 ends

342

DocuSign Envelope ID: 8F611793-D3D0-4752-A444-A75BE6F8200E perform Tasks during Other Than Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.0800.

C. Secured/Medical Facilities - Prevailing Wage Rate Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.2300.

D. All -Union Wage Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.3500.

E. Non pre -priced Adjustment Factor: To be applied to Work determined not to be included in the CTC but within the general scope of the work: 1.2972.

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

B. The Contractor's Authorized Representative is Jeff Johnson. If the Contractor's Authorized Representative changes at any time during this Contract, Contractor must promptly notify Sourcewell in writing.

Sourcewell
DocuSigned by:
y s iz,
By:
s...--00FD2A139D06489...

Facility Solutions Group
p-DocuSigned by:
�t jguA,SDIA,
By:
848D1EACCFB5496...

Jeremy Schwartz, CSSBB, CPPO Jeff Johnson
Title: Chief Procurement Officer Title: Division Manager Date: 1/31/2022 I 8:13 PM CST
Rev. 4/2021
Date: 1/31/2022 1 10:43 AM CST
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 2 ends

343

Sourcewell 'a
Indefinite Delivery -Indefinite Quantity Construction Contract General Terms and Conditions
for
Solicitation: IFB #CA -123021
State of California
I. DEFINITIONS
The following definitions apply to all articles of the Contract and General Terms and Conditions.

A. ADJUSTMENT FACTORS. The Contractor's competitively bid price adjustment to the Unit Prices that are published in the Construction Task Catalog. Adjustment Factors are expressed as an increase to or decrease from the Construction Task Catalog's published prices and may be modified periodically during the term of this Contract, through written amendment.

B. BID SAFE. A proprietary software product of Gordian that offers a secure, online construction procurement process. This software may not be applicable in a particular region or project.

C. CONSTRUCTION TASK CATALOG (CTC). The CTC is Gordian's proprietary comprehensive listing of specific construction -related tasks created and customized for the solicitation under which this Contract was awarded. Each task has an assigned specific unit of measurement and Unit Price using current local labor, material, and equipment costs. The CTC, which is incorporated by reference into this Contract, and may be amended periodically during the term of this Contract, upon mutual agreement of the parties.

D. CONTRACT DOCUMENTS. The following documents comprise the Contract Documents in the following order of precedence:

1. Participating Entity's Purchase Order which may include plans, drawings, and supplemental technical specifications

2. Standard specifications of the Participating Entity (if any)1

3. This Contract, which also includes the General Terms and Conditions

4. Construction Task Catalog
San Diego Housing Commission provisions, contract terms and conditions, and forms have been provided as a downloadable document in the documents section of this IFB's Bid Details page. These documents apply to all work being performed for the San Diego Housing Commission.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 1 ends

344

5. Technical Specifications
E. DAYS. Calendar days, unless specifically stated otherwise.

F. DETAILED SCOPE OF WORK. A document created by the Participating Entity, in conjunction with the Gordian and the Contractor, following a Joint Scope Meeting that details the work the Contractor will perform for a particular Purchase Order.

G. THE GORDIAN GROUP, INC. OR GORDIAN. Sourcewell's designated representative and contract administrator for this Contract. Gordian's support includes preparing Construct Task Catalogs and related technical specifications, providing information management systems, training to contractors, administering fee collection, and assisting with proposal or work order development.

H. HOLIDAYS. Specific days designated as legal holidays of Participating Entity, including those designated holidays under its Project Labor Agreement, and those days that Sourcewell designates as Holidays: New Year's Day (January 1), Memorial Day, Independence Day (July 4), Labor Day, Thanksgiving Day, Friday after Thanksgiving, Christmas Eve Day (December 24), and Christmas Day (December 25); when a holiday falls on a Saturday, the preceding Friday will be observed as a holiday and when it falls on a Sunday, the following Monday will be observed as a holiday.

I. JOINT SCOPE MEETING. The Contractor, Participating Entity representative, and Gordian representative assemble at the Site to discuss the Project and Scope of Work. The Participating Entity will present the Project in detail, with a job site visit by the Contractor, prior to preparing and submitting a Detailed Scope of Work.

J. NON -PRE -PRICED TASK (NPP). A task not included in the Construction Task Catalog, but that is within the general scope and intent of this Contract.

K. PARTICIPATING ENTITY. An entity accessing this Contract in order to accomplish the work with the Contractor. Participating entities include state and local government, education, nonprofit, tribal government, and other public agencies located within the Region described in the Contract.

L. PRICE PROPOSAL. The proposed pricing document prepared for the Participating Entity by the Contractor using the Construction Task Catalog, Adjustment Factors, and appropriate quantities.

M. PROJECT. The work to be accomplished by the Contractor in satisfaction of a requirement or group of related requirements pursuant to one or more Purchase Orders.

N. PROJECT MANAGER. The person or firm designated by a Participating Entity and authorized to represent the Participating Entity in connection with a signed Purchase Order.

O. PROPOSAL PACKAGE. A group of documents and files consisting of the: Price Proposal; incidental drawings, sketches, or specification information; quantity take -offs supporting all material quantities; catalog cuts providing information on materials or products, as specifically Rev. 4/2021 Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 2 ends

345

requested; list of known Subcontractors; construction schedule; back-up for any Non Pre -Priced Tasks; warranty information on special equipment or materials; and or other such documentation as the Participating Entity may require.

P. PURCHASE ORDER. The document establishing the engagement by the Participating Entity to the Contractor to complete a Detailed Scope of Work for the Purchase Order Price within the Purchase Order Completion Time. The Purchase Order may consist of a notice to proceed, signed work order, or other Participating Entity required documentation.

Q. PURCHASE ORDER COMPLETION TIME. The period of time set forth in the Purchase Order by which the Contractor must complete the Detailed Scope of Work.

R. PURCHASE ORDER PRICE. The value of the approved Price Proposal and not to exceed price to be paid to the Contractor by the Participating Entity for completing the Detailed Scope of Work within the Purchase Order Completion Time.

S. REQUEST FOR PROPOSAL. The Participating Entity's written request for a contractor to prepare and submit a Proposal Package for a specific Detailed Scope of Work. A request for proposal is not a guarantee of work.

T. SITE. The area upon or in which the Contractor performs the Detailed Scope of Work and such other areas adjacent thereto as may be designated by the Participating Entity.

U. SUBCONTRACTOR. Any person, firm, or corporation, other than employees of the Contractor, that contracts with the Contractor or its subcontractors to furnish, or actually furnishes labor, or labor and materials, or labor and equipment, at the Site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor.

V. SUPPLEMENTAL PURCHASE ORDER. A purchase order issued to add, delete, or change work from an existing related Purchase Order.

W. TECHNICAL SPECIFICATIONS. The comprehensive listing of standards for quality of workmanship and materials, and the standard for the required quality of the work. The Technical Specifications are numbered and organized in the Construction Specification Institute's (CSI) master format. All specifications are filed in divisions per CSI guidelines. Except when substitutions are clearly impermissible, all references in the Technical Specifications or the CTCto a specific manufacturer, trade name, or catalog is intended to be descriptive but not restrictive and only to indicate to the Contractor those items that will be satisfactory.

X. UNIT PRICE. The price published in the Construction Task Catalog for a task.

Y. WORK. The labor, material, equipment, and services necessary or convenient to the completion of Purchase Order(s).

II. PARTICIPATING ENTITY CONTRACT ACCESS
Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 3 ends

346

The benefits of this Contract should be available to all Participating Entities that can legally access the Scope of Work of this Contract. Any entity accessing the benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. The Contractor understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and that each Participating Entity reserves the right to obtain construction services from any other source.

III. GENERAL CONDITIONS FOR PERFORMING WORK
A. COMPLIANCE.

1. Legal and Contractual. The work will be conducted by the Contractor in strict compliance with this Contract and all applicable federal, state, and local laws, regulations, codes, directives, standards, and specifications; this includes, but is not limited to city building codes, the specific Detailed Scope of Work, and Technical Specifications of a Purchase Order. If the Purchase Order specifies a standard that is different or more stringent that a particular law, code, or regulation, the standard set forth in the Purchase Order will control.

2. Licenses. The Contractor must maintain valid and current federal, state, and local licenses, bonds, and permits required for the operation of the business that the Contractor conducts with Sourcewell and Participating Entities. The Contractor will keep these documents properly posted at the Site at all times during the performance of the work.

3. Permits and Filings. The Contractor will make the necessary arrangements for and obtain all filings and permits required for the work, including the preparation of all drawings, sketches, calculations and other documents and information that may be required therefor. If the Contractor is required to pay an application fee for filing a project, a fee to obtain a building permit, or any other permit fee to the city, state or some other governmental or regulatory agency, then the amount of such fee paid by the Contractor will be treated as a reimbursable task to be paid a mark-up of 10%. The Contractor will submit a copy of the receipt for payment of such fees. The 10% mark-up will cover all costs over and above the filing and permit fees, including expeditor fees.

B. PUBLIC FACILITIES, IDENTIFICATION, AND SECURITY REQUIREMENTS. The Contractor's employees may be required to perform work at government -owned facilities, including schools.

The Contractor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with the applicable Participating Entity's policies and procedures, and all applicable laws. The Contractor will comply with all identification and security requirements that the Participating Entity may establish.

In the event the Contractor is required to work within a secured facility where labor, material, and equipment must be inspected to pass through a secured perimeter, and all work must be constantly monitored by facility personnel (such as a department of corrections prison) the Contractor will be paid for the labor time lost as a result of such perimeter inspection, as well as any loss of time resulting from a temporary shut down of the work site required by the facility (such as a temporary shut down to move prisoners).

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 4 ends

347

C. CONTRACTOR RECORDS AND REPORTS. The Contractor will maintain accurate and complete records, files and libraries of documents to demonstrate compliance with federal, state, and local regulations, codes, applicable laws listed herein; including manufacturers' instructions and recommendations which are necessary and related to the work to be performed.

The Contractor will prepare and submit required reports, maintain current record drawings, and submit required information to Gordian and/or the Participating Entity, as applicable. The Contractor will provide: materials lists that include trade names and brand names, and model materials lists that include trade names, brand names, model number, and ratings (if appropriate) for all materials necessary to complete the Purchase Order. Upon full payment for the Project, the documents created by Contractor for the Participating Entity that are specific to the Project will become the property of the Participating Entity; including all applicable intellectual property rights.

D. GORDIAN IQCC SYSTEM. Gordian's proprietary IQCC system called ezIQC, is comprised of the eGordian and Bid Safe applications, the CTC, and Technical Specifications. The Contractor will be furnished access to eGordian software to generate the Participating Entity's required Price Proposal using the applicable CTC. Gordian will not charge the Contractor for access to the software or any related software training. The Contractor is granted the following license:

IQCC System License
Gordian hereby grants to the Contractor for the term of this Contract, a non-exclusive right, non -transferable, privilege, and license to Gordian's proprietary IQCC System (comprised of the JOC software applications and support documentation, the CTC, construction cost data, Technical Specifications, training materials, marketing materials and any other proprietary materials provided to Contractor by Gordian (collectively referred to as "Proprietary Information"). The Proprietary Information will be used for the sole purpose of executing Contractor's responsibilities to Sourcewell and the Participating Entities under this Contract ("Limited Purpose"). In the event this Contract expires or terminates as provided herein, or the Gordian's contract with Sourcewell expires or terminates, this IQCC System License will terminate and the Contractor will return all Proprietary Information in its possession to Gordian.

Contractor acknowledges that Gordian will retain exclusive ownership of all proprietary rights to the Proprietary Information, including all U.S. and international intellectual property and other rights such as patents, trademarks, copyrights and trade secrets.

Contractor will have no right or interest in any portion of the Proprietary Information except the right to use the Proprietary Information for the Limited Purpose set forth herein. Except in furtherance of the Limited Purpose, Contractor must not distribute, disclose, copy, reproduce, display, publish, transmit, assign, sublicense, transfer, provide access to, use or sell, directly or indirectly (including in electronic form), any portion of the Proprietary Information.

Contractor acknowledges and agrees to respect the copyrights, trademarks, trade secrets, and other proprietary rights of Gordian in the Proprietary Information during and after the term of this Contract, and must at all times maintain complete confidentiality with regard to the Proprietary Information provided to Contractor, subject to federal, state and local laws related to public disclosure. Contractor further Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 5 ends

348

acknowledges that a breach of any of the terms of this Contract by Contractor will result in irreparable harm to Gordian for which monetary damages would be an inadequate remedy, and Gordian will be entitled to injunctive relief (without the necessity of posting a bond) as well as all other monetary remedies available at law or in equity. In the event that it becomes necessary for either party to this IQCC System License to enforce the provisions of this Contract or to obtain redress for the breach or violation of any of its provisions, whether by litigation, arbitration or other proceedings, the prevailing party will be entitled to recover from the other party all costs and expenses associated with such proceedings, including reasonable attorney's fees.

In the event of a conflict in terms and conditions between this IQCC System License and any other terms and conditions of this Contract or any Order, Purchase Order or similar purchasing document (Purchase Order) issued by Sourcewell or a Participating Entity, this IQCC System License will take precedence.

E. REVIEW OF FIELD CONDITIONS. Before submitting a Price Proposal, the Contractor must:
carefully study the Detailed Scope of Work, as well as the information furnished by the Participating Entity; take field measurements of any existing conditions related to the work; and observe any conditions at the Site affecting the Price Proposal. Any design errors or omissions, other errors, inconsistencies, or omissions discovered by the Contractor must be reported promptly to the Project Manager. It is recognized that the Contractor's review is made in the Contractor's capacity as a Contractor and not as a licensed design professional. The Contractor is not required to ascertain that the Detailed Scope of Work is in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, any nonconformity discovered by or made known to the Contractor must be reported promptly to the Project Manager.

F. PERSONNEL. The Contractor will employ competent personnel for the development of the Project's Detailed Scope of Work, the preparation of the Price Proposal and the execution of the work. During the performance of the work, the superintendent assigned to the Project will represent the Contractor, and communications given to the superintendent will be as binding as if given to the Contractor. Important communications must be confirmed in writing. Other communications will be similarly confirmed on written request in each case.

G. SUPERVISION. The Contractor must enforce strict discipline and good order among the Contractor's employees and other persons carrying out the work. The Contractor will supervise and direct the performance of the Detailed Scope of Work, using the Contractor's best skill and attention. The Contractor will be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the work. If the Detailed Scope of Work gives specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor will evaluate the Site safety thereof and, except as stated below, will be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor will give timely written notice to the Project Manager and will not proceed with that portion of the work without further written instructions from the Project Manager.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 6 ends

349

The Contractor will be responsible to the Participating Entity for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the work for or on behalf of the Contractor or any of its Subcontractors.

The Contractor will be responsible for inspection of portions of work already performed to determine that such portions are in proper condition to receive subsequent work.

H. WORKMANSHIP AND QUALITY. The Contractor may make substitutions only with the written consent of the Project Manager. The Contractor will not permit employment of unfit persons or persons not skilled in the portions of the work assigned to them.

I. SHOP DRAWINGS. PRDUCT DATA. AND SAMPLES.

1. Shop drawings, product data, samples, and similar submittals are not considered as Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Detailed Scope of Work for which submittals are required by the Contract Documents the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Detailed Scope of Work.

Submittals that are not required by the Contract Documents may be returned by the Project Manager without action.

2. The Contractor must review for compliance with the Contract Documents, approve and submit to the Project Manager shop drawings, product data, samples and similar submittals required with reasonable promptness and in such sequence as to cause no delay in the work or in the activities of the Participating Entity or of separate contractors. Submittals that are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Project Manager without action.

3. By approving and submitting shop drawings, product data, samples and similar submittals, the Contractor represents that it has determined and verified materials, field measurements, and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Detailed Scope of Work and of the Contract Documents.

4. The Contractor must perform no portion of the work for which the Contract Documents require submittal and review of shop drawings, product data, samples, or similar submittals until the respective submittal has been approved by the Project Manager.

5. The work will be performed in accordance with approved submittals except that the Contractor will not be relieved of responsibility for deviations from requirements of the Contract Documents by the Project Manager's approval of shop drawings, product data, samples or similar submittals unless the Contractor has specifically informed the Project Manager in writing of such deviation at the time of submittal and a) the Project Manager has given written approval to the specific deviation as a minor change in the work, or b) a Supplemental Purchase Order or written notice has been issued authorizing the deviation. The Contractor will not be relieved of responsibility for errors Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 7 ends

350

or omissions in shop drawings, product data, samples or similar submittals by the Project Manager's approval thereof.

6. The Contractor will direct specific attention, in writing or on resubmitted in shop drawings, product data, samples or similar submittals, to revisions other than those requested by the Project Manager on previous submittals. In the absence of such written notice the Project Manager's approval of a resubmission will not apply to such revisions.

7. All costs for normal submittal information (shop drawings, cut sheets, performance information, installation or erection drawings, etc.) are included in the CTC line item costs.

8. The Contractor will not be required to provide professional services which constitute the practice of architecture or engineering unless such services are specifically requested by the Participating Entity and required by the Detailed Scope of Work; or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures, and such services are approved by the Participating Entity. The Contractor will not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Detailed Scope of Work, the Participating Entity will specify all performance and design criteria that such services must satisfy, and the costs associated with such services will be represented by including the appropriate tasks from the CTC. The Contractor will cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal must appear on all drawings, calculations, specifications, certifications, shop drawings and other submittals prepared by such professional. Shop drawings and other submittals related to the work designed or certified by such professional, if prepared by others, will bear such professional's written approval when submitted to the Project Manager. The Participating Entity will be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided the Participating Entity has specified to the Contractor all performance and design criteria that such services must satisfy. The Project Manager will review, approve, or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Detailed Scope of Work. The Contractor will not be responsible for the adequacy of the performance or design criteria required by the Detailed Scope of Work. The Participating Entity will have the right to provide, or designate a representative to provide, any architectural or engineering services necessary for completion of the Work.

J. CUTTING AND PATCHING.

1. The Contractor will be responsible for cutting, fitting, or patching required to complete the Detailed Scope of Work or to make its parts fit together properly.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 8 ends

351

2. The Contractor will not damage or endanger a portion of the work, or fully or partially completed construction of the Participating Entity or separate contractors, by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor will not cut or otherwise alter such construction by the Participating Entity or a separate contractor except with written consent of the Participating Entity and of such separate contractor. The Contractor will not unreasonably withhold from the Participating Entity or a separate contractor the Contractor's consent to cutting or otherwise altering the work.

K. CLEAN UP.

1. The Contractor will keep the Site and surrounding areas free from accumulation of waste materials or rubbish caused by operations under the Purchase Order. At completion of the work, the Contractor will remove from and about the Site all waste materials, rubbish, Contractor's tools, construction equipment, machinery, and surplus materials.

2. If the Contractor fails to clean up, the Participating Entity may do so, and the cost thereof will be charged to the Contractor.

L. ACCESS TO THE WORK. The Contractor will provide the Project Manager access to the work at all times.

M. SUBCONTRACTORS.

1. The Contractor, as soon as practicable after award of the Purchase Order, will furnish in writing to the Project Manager the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each portion of the work. The Project Manager will promptly reply to the Contractor in writing stating whether or not, after due investigation, the Contractor has reasonable objection to any such proposed person or entity. Failure of the Project Manager to reply promptly will constitute notice of no reasonable objection.

2. The Contractor will not subcontract with a proposed person or entity with whom the Participating Entity or Project Manager has made reasonable and timely objection.

Similarly, the Contractor will not be required to subcontract with anyone with whom the Contractor has made reasonable objection.

3. If the Participating Entity or Project Manager has reasonable objection to a subcontractor proposed by the Contractor, the Contractor will propose another to whom the Participating Entity or Project Manager has no reasonable objection.

N. COORDINATION WITH OTHER CONTRACTORS.

1. The Participating Entity reserves the right to perform construction or operations related to the Purchase Order with the Participating Entity's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the Site.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 9 ends

352

2. The Participating Entity will provide for coordination of the activities of the Participating Entity's own forces and of each separate contractor with the work of the Contractor, who will cooperate with them. The Contractor will participate with other separate contractors and the Participating Entity in reviewing their construction schedules when directed to do so. The Contractor will make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules will then constitute the schedules to be used by the Contractor, separate contractors, and the Participating Entity until subsequently revised.

O. PROPRIETARY RIGHTS, PATENT AND COPYRIGHT INFRINGEMENT.

1. Contractor will defend any action or proceeding brought against Sourcewell or any Participating Entity based on any assertion or claim that the Work, or any part thereof, or the operation thereof or use of the Work or any part thereof, constitutes infringement of any third party proprietary rights, trademark, patent or copyright, now or hereafter issued "Proprietary Rights." Contractor will defend, indemnify and hold harmless Sourcewell or any Participating Entity from and against all damages and costs, including attorney's fees, awarded against Sourcewell or Participating Entity or Contractor in any such action or proceeding. Contractor further agrees to keep Sourcewell and any Participating Entity informed of all developments in the defense of such actions or proceedings.

2. In the event a Participating Entity is enjoined from the completion of the Work, or any part thereof in connection with any claim of infringed proprietary rights, Contractor will at it sole expense take reasonable steps to procure the right or license to operate or use the Work. If Contractor cannot so procure the aforesaid right within a reasonable time, Contractor will then, promptly at Contractor's option and Contractor's expense and in consultation with the Participating Entity, (a) modify the Work so to avoid infringement of any Proprietary Rights; or (b) replace said Work with Work that does not infringe or violate any such Proprietary Rights.

3. Sections 1 and 2 above will not be applicable to any action or proceeding based on infringement or violation of a Proprietary Right (a) relating solely to a particular process or the product of a particular manufacturer specified by the Participating Entity and such processes or products are something other than that which has been offered or recommended by Contractor to the Participating Entity; or (b) arising from modifications to the Work by the Participating Entity or its agents after acceptance of the Work.

P. REQUESTS OF EXTENSION OF TIME.

1. The Purchase Order Completion Time will be extended for such reasonable time as the Project Manager may determine, if the Contractor is delayed at any time in the commencement or progress of the Detailed Scope of Work by:
• An act or neglect of the Participating Entity or its Project Manager, their employees, or agents
• A separate contractor employed by the Participating Entity • Changes ordered in the work by the Participating Entity Rev. 4/2021 Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 10 ends

353

• Labor disputes or civil unrest
• Fire
• Unusual delay in deliveries
• Unavoidable casualties or other causes beyond the Contractor's control • Other causes for which the Project Manager may determine justify a delay

2. The Contractor will not make any claim for damages for the delay in the performance of any Purchase Order occasioned by any act or omission of the Participating Entity, Project Manager, or any of their representatives; and agrees that any such claim will be fully compensated for by an extension of time as provided herein.

Q. PARTIAL OCCUPANCY OF TIME.

1. The Participating Entity may occupy or use any completed or partially completed portion of the work at any stage when it is consented to by the authorized public authorities having jurisdiction over the work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Participating Entity and the Contractor agree in writing to the conditions of such use, including payment and any other required terms. Consent of the Contractor to partial occupancy or use will not be unreasonably withheld.

2. Immediately prior to such partial occupancy or use, the Participating Entity, the Contractor and Project Manager will jointly inspect the area to be occupied or portion of the work to be used in order to determine and record the condition of the work.

3. Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the work will not constitute acceptance of work that does not comply with the requirements of the Contract Documents.

R. PROTECTION OF PERSONS AND PROPERTY. The Contractor must take reasonable precautions for safety of, and will provide reasonable protection to prevent damage, injury, or loss to:

1. Employees on the work and other persons who may be affected thereby;

2. The work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or sub -subcontractors; and

3. Other property at the Site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction.

The Contractor will give notices and comply with applicable laws, ordinances, rules, regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 11 ends

354

The Contractor will erect and maintain, as required by existing conditions and performance of the Detailed Scope of Work, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying Participating Entity and users of adjacent sites and utilities.

When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the work, the Contractor will exercise utmost care and carry on such activities under supervision of properly qualified personnel.

The Contractor will promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property caused in whole or in part by the Contractor, a Subcontractor, a sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible, except damage or loss attributable to acts or omissions of the Participating Entity or Project Manager or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's other obligations included herein.

The Contractor will designate a responsible member of the Contractor's organization at the Site whose duty will be the prevention of accidents. This person will be the Contractor' superintendent unless otherwise designated by the Contractor in writing to the Project Manager.

The Contractor will not permit any part of the construction or Site to be loaded in a manner that endangers safety.

S. HAZARDOUS MATERIALS.

1. If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to lead based paint, asbestos or polychlorinated biphenyl (PCB), encountered on the Site by the Contractor, the Contractor will, upon recognizing the condition, immediately stop the work in the affected area and report the condition to the Project Manager in writing.

2. The Participating Entity will obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Participating Entity will furnish in writing to the Contractor and Project Manager the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the Task of removal or safe containment of such material or substance. The Contractor and the Project Manager will promptly reply to the Participating Entity in writing stating whether Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 12 ends

355

or not either has reasonable objection to the persons or entities proposed by the Participating Entity. If either the Contractor or Project Manager has an objection to a person or entity proposed by the Participating Entity, the Participating Entity will propose another to whom the Contractor and the Project Manager have no reasonable objection. When the material or substance has been rendered harmless, the work in the affected area will resume upon written agreement of the Participating Entity and Contractor. The Purchase Order Completion Time will be extended appropriately.

3. The Participating Entity will not be responsible for materials and substances brought to the Site by the Contractor unless such materials or substances were required by the Detailed Scope of Work.

T. TESTS AND INSPECTIONS.

1. Tests, inspections and approvals of portions of the work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction will be made at an appropriate time. Unless otherwise provided, the Contractor will make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Participating Entity, or with the appropriate public authority. The Contractor will give the Project Manager timely notice of when and where tests and inspections are to be made so that the Project Manager may be present for such procedures.

2. If the Project Manager, Participating Entity, or public authorities having jurisdiction determine that portions of the work require, through no fault of the Contractor, additional testing, inspection or approval, the Project Manager will instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Participating Entity, and the Contractor will give timely notice to the Project Manager of when and where tests and inspections are to be made so that the Project Manager may be present for such procedures. Such costs will be at the Participating Entity's expense.

3. If such procedures for testing, inspection or approval reveal failure of the portions of the work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Project Manager's services and expenses will be at the Contractor's expense.

4. Required certificates of testing, inspection or approval will, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Project Manager.

5. If the Project Manager is to observe tests, inspections or approvals required by the Contract Documents, the Project Manager will do so promptly and, where practicable, at the normal place of testing.

6. Tests or inspections conducted pursuant to the Contract Documents will be made promptly to avoid unreasonable delay in the work.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 13 ends

356

U. PARTICIPATING ENTITY'S RIGHT TO STOP WORK AND COMPLETE WORK. A Participating Entity may order the Contractor to stop the work on any Purchase Order, or any portion thereof, at any time for any reason. If the Contractor has been ordered to stop the work, the Participating Entity may, without prejudice to other remedies, have the work completed by any available means.

V. SURVIVAL OF WORK. Any Purchase Order issued prior to the expiration of this Contract may survive after the expiration of this Contract. This means work may continue to be performed, payments may be made, and the guarantee period may continue.

W. WARRANTY. All work furnished under this Contract will be guaranteed against defective materials and workmanship, improper performance, and non-compliance with the Contract Documents for a period of one year after final acceptance of the work (Warranty Period); except as otherwise specified in other parts of the Contract Documents, or within such longer period of time as may be prescribed by law or provided by the manufacturer.

During the Warranty Period, the Contractor will repair and replace at Contractor's own expense, all work that may develop defects whether such defects may be inherent in the equipment or materials, in the functioning of the piece of equipment, or in the functioning and operation of pieces of equipment operating together as a functional unit. Any equipment or material that is repaired or replaced will have the Warranty period extended for a period of one year from the date of the last repair or replacement.

If the Contractor fails to repair, replace, rebuild, or restore such defective or damaged work promptly after receiving such notice, the Participating Entity will have the right to have the work done by others and to deduct the cost thereof from the monies owed to the Contractor. If the amount owed is insufficient to cover such costs, the Contractor will be liable to pay such deficiency on demand. The Project Manager's certificate setting forth the fair and reasonable cost of repairing, replacing, rebuilding or restoring any damaged or defective work when performed by one other than the Contractor will be binding and conclusive as the amount thereof upon the Contractor.

The Contractor must obtain all manufacturer's warrantees and guarantees of all equipment and materials required by this Contract in the name of the Participating Entity.

IV. SCOPE AND PROCEDURE FOR ORDERING WORK
A. REGION. The Contractor will primarily perform work in the Region designated at the top of this Contract. However, if the parties agree, the Contractor may work in another area using its awarded Adjustment Factors and appropriate Construction Task Catalogue. If a contractor does not have a contract for the area work in which the work is to be performed, but maintains more than one contract with Sourcewell, it will use the contract that results in the lowest price for the Participating Entity.

B. SCOPE. Work will be offered to the Contractor only through an authorized Purchase Order issued in accordance with this Contract. Purchase Orders will contain the Detailed Scope of Work required for the Contractor to complete the Project for a Participating Entity. The Rev. 4/2021 Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 14 ends

357

Contractor will provide all pricing, management, incidental drawings, shop drawings, samples, documents, work, materials, supplies, parts (to include system components), transportation, plant, supervision, labor, and equipment needed to complete each Purchase Order. The Contractor will also be responsible for Site safety as well as Site preparation and cleanup during and after construction.

The Contractor is not guaranteed to receive a Purchase Order under this Contract.

C. CONTRACTOR SELECTION METHODOLOGY. After the Participating Entity has developed a draft Scope of Work, it will select a contractor using one of the following methods:

1. Directly Selecting a Contractor. Depending upon the procurement requirements of the Participating Entity, it may choose to directly select an available Sourcewell-contracted contactor, or

2. Use of BidSafe to Select Contractor. When p available for the Project, the Participating Entity may use Gordian's BidSafe to issue a Request for Quotation to two or more contractors in order to determine the award of a Purchase Order. The use of BidSafe will be subject to Gordian's BidSafe requirements.

D. PURCHASE ORDER COMPLETION PROCESS. Upon selection of a contractor as described in Section C. above, the Participating Entity and Gordian will work with the Contractor to complete the following:

1. JOINT SCOPING MEETING. The Contractor will attend the Joint Scope Meeting with the Participating Entity and Gordian to discuss, at a minimum:
a. The general Scope of Work
b. Alternatives for performing the work and value engineering c. Access to the Site and protocol for admission
d. Hours of operation
e. Staging area
f. Requirements for professional services, sketches, drawings, and specifications g. Construction schedule
h. Requirement for bonding
i. The presence of hazardous materials
j. Date on which the Proposal Package is due

2. DETAILED SCOPE OF WORK. Upon completion of the joint scoping meeting, Gordian, the Participating Entity, and the Contractor will work together to create a Detailed Scope of Work referencing any sketches, drawings, photographs, and specifications required to document accurately the work to be accomplished. The Detailed Scope of Work will be the basis on which the Contractor will develop its Proposal Package. The Contractor does not have the right to refuse to perform any task or any work in connection with a particular Project.

3. REQUEST FOR PROPOSALS. Upon completion of the Detailed Scope of Work, the Participating Entity will issue a Request for Proposal to the Contractor. The Contractor will use Gordian's IQCC System to prepare its Price Proposal.

Rev. 4/2021 Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 15 ends

358

4. PROPOSAL PACKAGE CONTENTS. Upon issuance of the Participating Entity's Request for Proposal, the Contractor will create a Proposal Package that includes:
a. Price Proposal: The Price Proposal will be based on the following:
1) Pre -Priced Tasks: Pre -Priced tasks described, and for which a Unit Price is set forth, in the CTC. The Contractor will identify the Task and the quantities required.
2) Non -Pre -Priced Tasks: A Non Pre -priced Task is a task that is not in the CTC. a) For Non Pre -Priced Work Performed with the Contractor's Own Forces: The Contractor will submit three independent quotes for all materials to be installed and will provide a breakdown of the labor and equipment costs.

The final price submitted for Non Pre -Priced Tasks will be according to the following formula, and each Non Pre -Priced Task must be supported with the necessary back-up documents including the calculation below:
i. The hourly rate for each trade classification not in the CTC multiplied by the quantity.
ii. The rate for each piece of Equipment not in the CTC multiplied by the quantity.
iii. Lowest of three independent quotes for all materials.

Total Cost for Non -Pre -Priced Tasks performed by contractor's own forces = (i + ii + iii) x Non -Pre -Priced Adjustment Factor. b) For Non -Pre -Priced Work performed through a Subcontractor: The Contractor must submit three independent bids from Subcontractors.

The Contractor may not submit a quote or bid from any supplier or Subcontractor that the Contractor is not prepared to use during the Project. The Participating Entity may require additional quotes and bids if the suppliers or Subcontractors are not acceptable or if the prices are not determined to be reasonable. If the Contractor cannot obtain three quotes or bids, the Contractor will provide this information in writing to the Sourcewell Participating Entity for review and approval.

The final price submitted for Non Pre -Priced Work performed through a Subcontractor will the lowest of three Subcontractor quotes.

The Total Cost for Non -Pre -priced Tasks performed by Subcontractors = Lowest of Three Subcontractor Quotes X Non -Pre -Priced Task Adjustment Factor.

At the discretion of Gordian, Non -Pre -Priced Tasks, as well as other Tasks, may be added to the CTC during the course of the Contract. Unit prices will be established based on actual quotes from material suppliers and installers and fixed as a permanent Pre -priced Task in the CTC.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 16 ends

359

Gordian's determination as to whether an item is a Pre -Priced Task or a Non -Pre -Priced Task will be final, binding and conclusive as to the Contractor.

The means and methods of construction will be such as the Contractor may choose; subject however, to the Participating Entity's right to reject means and methods proposed by the Contractor that: Will not produce finished work in accordance with the terms of the Contract; or Unnecessarily increases the price of the Purchase Order when alternative means and methods are available.
3) Additional Costs. In the event the Contractor is required to work within a secured facility where labor, material, and equipment must be inspected to pass through a secured perimeter, and all work must be constantly monitored by facility personnel, such as a prison, the Contractor will be paid for the labor time lost as a result of such perimeter inspection, as well as any loss of time resulting from a temporary shut down of the work site required by the facility, such as a temporary shut down to move prisoners.

The value of the Price Proposal will be calculated by summing the total of the calculations for each Pre -Priced Tasks (Unit Price x quantity x Adjustment Factor) plus the value of all Non -Pre -Priced Tasks. b. Incidental drawings, sketches, or specification information, c. Quantity take -offs supporting all material quantities, d. Catalog cuts providing information on materials or products, as specifically requested,
e. The list of known Subcontractors,
f. Construction schedule,
g. Back-up data for any Non -Pre -Priced Tasks (identified above), h. Warranty information on special equipment or materials, and i. Other such documentation as the Participating Entity may require.

By submitting a Price Proposal to the Participating Entity, the Contractor agrees to accomplish the Detailed Scope of Work in accordance with the Request for Proposal at the price it submits.

It is the Contractor's responsibility to include the necessary tasks and quantities in the Price Proposal and apply the appropriate Adjustment Factor(s) prior to delivering it to the Participating Entity. However, when trade jurisdiction rules or small quantities, the cost of a minor task in the Price Proposal is less than the cost of the actual labor and material to perform such task, the Participating Entity may permit the Contractor to be paid for such task as a Non- Prepriced Task, or use Prepriced labor tasks and material component pricing to cover the actual costs incurred. Provided that there is no other work for that trade on the Project or other work for that trade cannot be scheduled at the same time and the final charge does not exceed $5,000.

E. WAGE RATES AND GOALS REQUIRED BY LAW. If other wage rates are required by law (such as prevailing wage), the Contractor must pay such wages to all workers in accordance with the Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 17 ends

360

applicable laws. If the Work is performed in whole or in part using federal funding, then the Davis Bacon Wages for that area will apply.

The wage rates used in the CTC were the prevailing wage rates, if any, in effect at the time the IFB was issued. If prevailing wage rates are revised prior to completion of the Project, the revised rate will apply to this Contract from the effective date of such revision; however, such revision will not entitle Contractor to any increased compensation under the terms of the Contract.

The Contractor must meet any goals or requirements established by the Participating Entity ordering the work, and/or satisfy the intent of said goals or requirements, with regard to small, local, minority, women, veteran or disadvantaged business enterprises. Additional participation goals may be incorporated into the detailed scope of work.

F. TIME FOR SUBMITTAL OF THE PROPOSAL PACKAGE.

1. The Proposal Package will be submitted by the date indicated on the Request for Proposal. All incomplete Proposal Packages will be rejected. The time allowed for preparation of the Proposal Package will depend on the complexity and urgency of the Project but should average between seven and fourteen days. On complex Projects, such as those requiring incidental engineering/architectural drawings and approvals and permits, allowance will be made to provide adequate time for preparation and submittal of the necessary documents.

2. In emergency situations and for Projects requiring immediate completion, the Proposal Package may be required quickly and the due date will be so indicated on the Request for Proposal or, the Contractor may begin work immediately, with the paperwork to follow.

3. If the Contractor fails to meet the deadline for submittal of the Proposal Package, this may be reason to suspend issuance of this particluar Purchase Order.

4. If the Contractor requires clarifications or additional information regarding the Detailed Scope of Work in order to prepare the Proposal Package, the request must be submitted so that the submittal of the Proposal Package is not delayed.

G. REVIEW OF THE PROPOSAL PACKAGE.

1. Gordian and/or the Participating Entity will evaluate the Price Proposal by evaluating the nature and number of Tasks proposed against the agreed upon Detail Scope of Work and will determine the reasonableness of approach. Furthermore Gordian or the Participating Entity may compare the Price Proposal to the cost estimate for the Detailed Scope of Work. Gordian or the Participating Entity reserves the right to reject a Price Proposal based on unjustifiable/unsupported (with take off details) quantities and/or Tasks, schedule, inadequate documentation, or for any other reason.

2. If Gordian and/or the Participating Entity finds any part of the Price Proposal unacceptable, Gordian or the Participating Entity may request the Contractor to re - Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 18 ends

361

submit its Price Proposal or cancel the Project. The Contractor is expected to submit correct Price Proposals the first time. Adjustments to the Price Proposal may occasionally need to be made after review by Gordian and the Participating Entity. In that event, Gordian may permit the Contractor to submit the first Price Proposal and a second Price Proposal for each Purchase Order.

3. Additionally, Gordian and/or the Sourcewell Participating Entity will evaluate all other components of the Proposal Package and may request revisions thereto.

4. Requested revisions to any and all of the Proposal Package components should be made by the Contractor and resubmitted in no more than three working days. If after the second review by Gordian and/or the Participating Entity, Gordian and/or the Participating Entity finds requested revisions to the Proposal Package that were not made, this may be reason to suspend that particular Purchase Order.

5. Failure by the Contractor to submit Proposal Packages, and revisions thereto, in a timely manner (within time frames described above) is grounds for suspension of all future Purchase Orders.

6. The Participating Entity reserves the right to obtain Price Proposals from any or all of the contractors awarded an IQC contract.

7. If the Contractor continues to submit Price Proposals that are rejected by Gordian, Sourcewell may declare the Contractor in default and initiate termination of the Contract.

H. DELIVERY OF THE PROPOSAL PACKAGE. After Gordian reaches an agreement with the Contractor on the Proposal Package and any requested revision thereto, if applicable, Gordian will assemble and deliver the Proposal Package for the Participating Entity's consideration.

If the Contractor submits a Proposal Package with inaccurate Adjustment Factors, the Contractor waives all rights to any further compensation above the Purchase Order Price submitted in the Proposal Package.

The Contractor cannot delay submission of the Proposal Package past the due date to take advantage of a scheduled update of the Adjustment Factors. In that event, the Contractor must use the Adjustment Factors that would have been in effect without the delay.

I. REVIEW OF THE PROPOSAL PACKAGE BY THE PARTICIPATING ENTITY AND ISSUANCE OF PURCHASE ORDER.

1. The Participating Entity will evaluate the entire Proposal Package.

2. The Participating Entity may reject a Proposal Package for any reason.

3. The Participating Entity may request changes to or clarifications of any part of the Proposal Package. A Participating Entity may also require a certificate of insurance or labor, material payment, or performance bonds. The Contractor and Gordian will work Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 19 ends

362

together to make any requested revisions in a timely manner and resubmit a revised Proposal Package.

4. Upon approval of the Proposal Package by the Participating Entity, the Participating Entity may issue a signed Purchase Order, Notice of Award, or similar document accepting the Contractor's offer. The document will include:
a) Reference to the Detail Scope of Work
b) The Purchase Order Price
c) Start date, Purchase Order Completion Time (duration) and completion date d) Whether liquidated damages will apply

5. Once the Contractor accepts the Purchase Order, the Contractor may not refuse to perform the work. Such actions may be grounds for termination of this Contract or other disciplinary action at the option of Sourcewell.

6. If performance and payment bonding is required, or if a separate and/or special insurance certificate is required, the Contractor will deliver such requirement to the Participating Entity within 10 days of notification of the requirement.

7. Within two business days of receipt of a Purchase Order from a Participating Entity, the Contractor must provide notification to Gordian by forwarding a copy of the Purchase Order via email to [email protected] or via facsimile to (864) 233-9100.

8. Within two business days of sending an Invoice to a Participating Entity, the Contractor must provide notification to Gordian of each Invoice by forwarding a copy of the Invoice via email to [email protected] or via facsimile to (864) 233-9100.

J. CHANGES TO THE SCOPE OF WORK.

1. The Participating Entity reserves the right to make, in writing, at any time during the work, changes in the Detailed Scope of Work as are necessary to satisfactorily complete the Project, and to delete in whole or in part, or to add to, the Detailed Scope of Work.

Such changes, deletions, or additions will not invalidate the Contract or the Purchase Order nor release the surety, if any, and the Contractor agrees to perform the work as altered.

2. All changes, deletions, and additions to the Detailed Scope of Work will be reflected in a Supplemental Purchase Order developed and priced in accordance with the procedure for developing and approving all Price Proposals.

K. PUNCH LIST COMPLETION.

1. The Contractor understands and agrees that time is of the essence in closing out the work of each Purchase Order under this Contract. Upon Substantial Completion of the work, the Punch List will be transmitted to the Contractor from the Participating Entity.

The Contractor agrees to begin performance of Punch List Work immediately after receipt of the Punch List.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 20 ends

363

2. Failure of the Contractor or its Subcontractors to begin the Punch List Work within three business days after receipt of the Punch List will be construed as failure to prosecute the work of the Contract.

3. Punch List Work will be continuously prosecuted once begun and completed within 30 Days from the receipt of the Punch List. Should the Contractor fail to complete the Punch List within this period of time, the liquidated damages as identified in by the Participating Entity's Purchase Order will apply.

L. BONDS: PAYMENT AND PERFORMANCE OR MATERIAL AND WORKMANSHIP. If required by the Participating Entity for a particular Purchase Order, the Contractor will deliver a Labor and Material Payment Bond and a Performance Bond in the amount of such Purchase Order. If required by the Participating Entity for a particular Purchase Order, the Contractor will deliver Material and Workmanship Bonds in the amount required by the Participating Entity. The bonds must be in a form, and executed by a surety, acceptable to the Participating Entity. The bonds must be received before the Notice to Proceed will be issued. The Contractor will be compensated for the cost of the bonds up to 2% of the Work Order Price through the Reimbursable Fee work task in the Construction Task Catalog. The Contractor will apply a 1.1000 Adjustment Factor to the Reimbursable Fee work task rather than applying the Contractor's competitively bid Adjustment Factor.

M. TERMINATION OF ORDERS. Participating Entities may terminate a Purchase Order, in whole or in part, immediately upon notice to the Contractor 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 work

2. Federal or state laws or regulations prohibit the work

3. The Contractor commits any material breach of this Contract or Purchase Order N. PURCHASE ORDER GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's Purchase Order will be determined by the Participating Entity.

V. ADJUSTMENT FACTORS AND PAYMENTS
A. PREVAILING WAGE RATES AND PARTICIPATION REQUIREMENTS. When applicable, the Contractor will be responsible for paying prevailing wages to all workers in accordance with the applicable laws; and the wage rates in the CTC will be the prevailing wage rates. If the state in which the work is located revises its prevailing rate of hourly wages prior to completion of the Project, the revised rates will apply to this Contract from the effective date of the revision; however, any such revision will not entitle the Contractor to any increased compensation under the terms of this Contract.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 21 ends

364

If other wage rates are required by law, the Contractor must pay those wages to all workers in accordance with the applicable laws. lithe Purchase Order is performed in whole or in part using federal funding, then the Davis Bacon Wages for that area will apply.

B. ECONOMIC PRICE ADJUSTMENT. Upon request by the Contractor, or upon the initiative of Gordian, the Contractor's Adjustment Factors may be updated at the time of the periodic extension of this Contract.

1. The Contractor's Adjustment Factors will be calculated according to the following:
a. A Base Year Index will be calculated by averaging the 12 month Construction Cost Indices for the average of the 20 cities published in the Engineering News Record for the 12 months immediately prior to the month of the Solicitation (e.g., for an April solicitation, the Base Year Index will be April of the prior year to March of the Solicitation year).
b. A Current Year Index will be calculated by averaging the 12 month Construction Cost Indices for the average of the twenty cities published in the Engineering News Record for the 12 months beginning with the month of anniversary of the Solicitation (e.g., for an April solicitation, the Current Year Index will be April of the prior year to March of the current year).
c. The Economic Price Adjustment will be calculated by dividing the Current Year Index by the Base Year Index.
d. The Contractor's original Adjustment Factors will be multiplied by the Economic Price Adjustment to obtain the Contractor's new Adjustment Factors effective for the next 12 months.
e. Averages will be obtained by summing the 12 -month indices and dividing by 12. f. All calculations in this article will be carried to the fifth decimal place and founded to the fourth decimal place. The following rules will be used for rounding:
• The fourth decimal place will be rounded up when the fifth decimal place is five or greater.
• The fourth decimal place will remain unchanged when the fifth decimal place is less than five.

2. Engineering News Record occasionally revises indices. Engineering News Record's Construction Cost Indices used in the calculations described above will be those currently published at the time the Economic Price Adjustment calculation is performed.

No retroactive adjustments will be made as a result of an Engineering News Record revision. Revised Construction Cost Indices, if any, will be used in subsequent calculations.

C. PARTIAL PAYMENTS.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 22 ends

365

1. The Contractor may submit a monthly Application for Payment for Work completed to date. The Contractor will submit Certified Payroll Records, and such other supporting documentation as may be required by the Project Manager. The Contractor may be required to submit Certified Payroll Records online. The Project Manager will inspect the work within a reasonable time and the Participating Entity will make partial payments to the Contractor based on the approved value of completed work.

2. As permitted by the law or policy of the Participating Entity, the Participating Entity may withhold retainage per purchase order until completion of the Project.

3. The Contractor must promptly pay each Subcontractor, upon receipt of payment from the Participating Entity, out of the amount paid to the Contractor on account of such Subcontractor's portion of the work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor's portion of the work. The Contractor will, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to its sub - Subcontractors in a similar manner.

D. FINAL PAYMENTS.

1. The Contractor will notify the Project Manager when the Detailed Scope of Work is complete and ready for final inspection. The Project Manager will promptly make such inspection. If the Project Manager finds the Detailed Scope of Work complete and all final documentation submitted, the Project Manager will notify the Contractor that a final Application for Payment may be submitted.

2. The Contractor may then submit a final Application for Payment. The Contractor will submit Certified Payroll Records and such supporting documentation as may be required by the Project Manager. The Participating Entity will make final payment to the Contractor.

3. Acceptance of final payment by the Contractor, a Subcontractor or material supplier will constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment.

VI. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. The Contractor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell and Gordian if that person is changed. The Account Representative will be responsible for:
• Maintenance and management of this Contract;
• Timely response to all Sourcewell, Gordian, and Participating Entity inquiries; and • Business reviews with Sourcewell, Gordian, and Participating Entities, if applicable.

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

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 23 ends

366

VII. CONTRACT ACTIVITY REPORT AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT ACTIVITY REPORT. The Contractor must report contract activity within eGordian and complete all required fields.

The Report must contain the following fields related to Purchase Orders received from Participating Entities:
• Participating Entity Name,
• Participating Entity's Complete Address,
• Sourcewell Assigned Participating Entity Number,
• Brief Description of the work,
• Transaction Date,
• Total Sales Amount, and
• Applicable Sourcewell Contract Number.

B. ADMINISTRATIVE FEE. The Contractor must pay an administrative fee in exchange for the administration of the contracts by Sourcewell and Sourcewell's contract administrator, Gordian.

The Contractor will pay to Gordian an administrative fee of 7.5% of the total paid by the Participating Entity to the Contractor for the Work.

The Administrative Fee will be remitted monthly by the Contractor to the address below.

The Gordian Group, Inc.

PO Box 74008498
Chicago, IL 60674-8498
The Contractor will be assessed a 1% per month late fee for any Administrative Fees not paid by the due date set forth herein.

In order to audit this section, Sourcewell or Gordian may request records from the Contractor for all work performed under this Contract. If a discrepancy exists between the actual activity and the Administrative Fees paid, Gordian will provide written notification to the Contractor of the discrepancy and allow the Contractor 10 days from the date of notification to resolve the discrepancy. In the event the Contractor does not resolve the discrepancy to the satisfaction of Sourcewell or Gordian, Sourcewell or Gordian reserve the right to engage a third party to conduct an independent audit of the Contractor's records. In the event the Contractor is found not to be in compliance with this Contract, the Contractor will reimburse Sourcewell or Gordian for the cost and expense related to such audit.

In the event the Contractor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any bid or proposal submitted by the Contractor to a Sourcewell or a Participating Entity. 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.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 24 ends

367

C. TAXES. The Contractor will pay all sales, consumer, use and other similar taxes required by law for which a valid exemption does not exist. If the Contractor is required to pay sales tax on non-exempt material, equipment, services, or other items purchased in connection with a Purchase Order, the Member will reimburse the Contractor for such tax, without mark-up, provided the Contractor submits the appropriate documentation therefor VIII. ADDITIONAL TERMS
A. SURVIVAL OF TERMS. The following Articles of these General Terms and Conditions survive the expiration or cancellation of this Contract: III. A, C, O, V, and W; IX; XIII; and XV.

B. ASSIGNMENT. Neither the Contractor nor Sourcewell may assign or transfer any rights, interest, or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement.

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

D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.

E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and the Contractor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.

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.

G. SEVERABILITY. If the Contract Documents contains any unlawful provision not an essential part of the Contract Documents and which will not appear to have been a controlling or material inducement to the making thereof, the same will be deemed of no effect and will, upon notice by either party, be deemed stricken without affecting the binding force of the remainder.

H. GRATUITIES. As it relates to this Contract, or any of the Contractor's efforts to secure this Contract or any of the work that may be offered or assigned hereunder, the Contractor is prohibited from offering or giving gratuities or favors, of any form, to Sourcewell, Gordian, or Participating Entities, including any of their representatives or agents.

Sourcewell may immediately cancel this Contract and notify proper authorities in the event Sourcewell determines that the Contractor or any of its agents offered or gave gratuities or favors of any form, including but not limited to: entertainment, gifts, cash, promise or forgiveness, or any other form of gratuity or favor to any employee or agent of Sourcewell, Gordian, or the Participating Entity.

IX. LIABILITY
Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 25 ends

368

The Contractor must indemnify, save, and hold Sourcewell, Gordian, and Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees, arising out of the performance of this Contract by the Contractor 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 work performed and any products provided under this Contract to the extent the work has been used according to its specifications and Project.

X. AUDITS
Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Contractor relevant to this Contract 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. The Contractor must provide verifiable documentation and tracking in a timely manner.

XI. GOVERNMENT DATA PRACTICES
The Contractor 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 or Gordian under this Contract, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor under this Contract.

XII. MARKETING
A. MARKETING. The Contractor must adhere to the following when preparing marketing materials and web sites, and in the use of trademarks and service marks:

1. The Contractor will include the Sourcewell logo and website address on all marketing materials and web sites that mention this Contract or have any relation to this Contract.

2. The Contractor will include Gordian's ezIQC logo, website address ( www.ezIQC.com) , and ezIQC® telephone number (888-993-9472) on all marketing materials and web sites that mention this Contract.

3. The Contractor is authorized to use Sourcewell's and Gordian's names, logos, trademarks, service marks and other provided materials solely for the presentation and promotion of the availability and use of this Contract to Participating Entities.

4. All publicity and marketing materials must be coordinated with and approved by Sourcewell.

5. The Contractor must not claim that Sourcewell or Gordian endorses its work or services.

6. The Contractor must avoid all conflicts of interest with the promotion of this Contract to any Participating Entity.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 26 ends

369

XIII. GOVERNING LAW, JURISDICTION, AND VENUE
This Contract, between the Contractor and Sourcewell, will be governed by Minnesota substantive and procedural law. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.

For any action or claim between the Participating Entity and the Contractor, the governing law and venue will be determined by the Participating Entity accessing this Contract.

XIV. FORCE MAJEURE
Neither party 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 delaying or defaulting under this provision must provide the other party prompt written notice of the delay or default.

XV. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then the parties will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.

XVI. PERFORMANCE, DEFAULT AND REMEDIES, AND LIQUIDATED DAMAGES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues. The resolution process is 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, the Parties will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of the Parties.

2. Escalation. If Parties are unable to resolve the issue in a timely manner, as specified above, the Parties may escalate the resolution of the issue to a higher level of management within their organization. The Contractor will have 30 calendar days to cure an outstanding issue.

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

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

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 27 ends

370

1. Nonperformance of contractual requirements, or

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

Written notice of default and a reasonable opportunity to cure must be issued by the party claiming 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:
• Exercise any remedy provided by law or equity, or
• Terminate this Contract or any portion thereof, including any orders issued against the Contract.

C. LIQUIDATED DAMAGES. The Participating Entity may assess liquidated damages for each day after the Purchase Order Completion Time in the Detailed Scope of Work is not complete. It is understood and agreed by and between the Contractor, Sourcewell, and the Participating Entity, that time is of the essence in all matters relating to Liquidated Damages.

The liquidated damages will be determined on a Purchase Order by Purchase Order basis.

XVII. INSURANCE
A. REQUIREMENTS. At its own expense, the Contractor 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 where the Project is located. Participating Entities must follow their own laws and practices regarding insurance requirements; and may require additional coverage or limits. Each policy must have 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 in the state in which the Project is located.

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. The Contractor 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:

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 28 ends

371

$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, the Contractor will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must comply with the motor vehicle laws of the state in which the Project is located and apply to the use in connection with the work in the Contract Documents. The terms must be no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$2,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, the Contractor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. All Risk Builders Risk Insurance. Where specifically required in the Detailed Scope of Work, the Contractor will provide, before the Purchase Order is issued, Builders' Risk Insurance in an amount at least equal to the Purchase Order Price in a form and by a carrier acceptable to the Participating Entity. The cost of such Builders Risk Policy will be reimbursed to the Contractor as a reimbursable task.

6. Pollution Liability Insurance. If a Project involves asbestos abatement encapsulation or other activities involving hazardous materials, the Contractor, Subcontractor or other party responsible for such work will procure and maintain a liability insurance policy issued to and covering the liability, of the Contractor, Subcontractor or other party engaged in the removal, or handling of hazardous materials, for bodily injury, illness, sickness or property damage caused by exposure.

Minimum Limits:
$2,000,000 per occurrence
$2,000,000 aggregate.

The cost of Pollution Liability Insurance is included in the Unit Prices and will not be reimbursed separately.

Failure of the Contractor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default, or the Participating Entity cancel the Purchase Order for default.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 29 ends

372

If at any time any of the above -required insurance policies should be cancelled, terminated, or modified so that insurance is not in effect as above required, then, if Sourcewell will so direct, the Contractor will suspend performance of the work. If the work is suspended, no extension of time to complete the work will be due. If the work is not suspended, then Sourcewell or the Participating Entity may, at its option, obtain insurance affording coverage equal to that above required, the cost of such insurance to be payable by the Contractor.

Should the awarded Contractor retain a Subcontractor to perform any of the services mentioned herein, it is the Contractor's responsibility to ensure that the Subcontractor(s) maintains the same types of insurance coverage in accordance with the requirements and amounts indicated herein.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, the Contractor must furnish to Sourcewell a certificate of insurance, as evidence of the Workers' Compensation, General Liability, Commercial Automobile, and Umbrella insurance required under this Contract. A Participating Entity may require a Certificate of Insurance as evidence of additional coverages it requires. 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 emailed 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. All policies must include there will be no cancellation, suspension, non -renewal, or reduction of coverage without 30 days' prior written notice to the Contractor.

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

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. The Contractor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Contractor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of the Contractor, and products and completed operations of the Contractor. The policy provision(s) or endorsement(s) must further provide that coverage is 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. The Contractor 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 Contractor 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 Contractor or its subcontractors. Where permitted by law, the Contractor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies).

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 30 ends

373

XVIII. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION The Contractor 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, Contractor declares bankruptcy, the Contractor must immediately notify Sourcewell in writing.

The Contractor 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 any Participating Entity. The Contractor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. The Contractor further warrants that it will provide immediate written notice to Sourcewell if there is a threat of change to any of these certifications.

XIX. UNITED STATES FEDERAL REQUIREMENTS
From time to time, Participating Entities may use United States federal grant or FEMA funds for work under this Contract and 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 also require additional requirements based on specific funding specifications.

The following list only applies when a Participating Entity intends to fully or partially fund the Project with United States federal money; and the Contractor will comply with all United States federal laws and regulations when working on or completing a Project, including, but not limited to, the following.

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 non-federal 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 Rev. 4/2021 Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 31 ends

374

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.

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 Master Agreement. Supplier certifies that during the term of an award for all agreements by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR 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 agreements 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 Master Agreement will comply with applicable requirements as referenced above.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 32 ends

375

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 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 Master Agreement 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 Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 33 ends

376

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 is not to 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.

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.

XX. CONTRACT SUSPENSION OR TERMINATION
Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 34 ends

377

A. Sourcewell may, in Sourcewell's discretion:

1. Terminate this Contract for any reason upon 60 days' prior written notice to the Contractor;

2. Suspend the Contractor for violation of the terms of this Contract, and prohibit the Contractor during such suspension from submitting Price Proposals with respect to the Projects of Sourcewell and the Projects of any one or more Sourcewell member; or

3. May immediately terminate the Contract, if the Contractor:
a. Persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials;
b. Fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; c. Persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or
d. Otherwise is guilty of material breach of a provision of the Contract Documents.

B. In the event of Contract termination, if an unpaid balance of one or more Purchase Orders exceeds the costs of finishing the work, such excess will be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor will pay the difference to Sourcewell.

C. A Participating Entity has no authority to unilaterally terminate this Contract between Sourcewell and the Contractor.

Remainder of Page Intentionally Left Blank.

Rev. 4/2021
Sourcewell IFB #CA -123021
Indefinite Delivery -Indefinite Quantity Construction Contracts in the State of California

Page 35 ends

378

ESPEN
\/C1'

LIGHTING
REVO Lighting
Standard 5 -Year Limited Warranty

Page 1 of 3 ends

REVO Lighting ("REVO") products are backed by a limited warranty ("Limited Warranty") against defects in material and workmanship when used as directed. The terms and conditions for this warranty are outlined below:

PERIOD OF WARRANTY AND COVERAGE:

Subject to the exclusions set forth below, Espen Technology, Inc. ("Espen"), 12257 Florence Ave., Santa Fe Springs, CA 90670, (562) 529-2938, d/b/a Revo Lighting ("Revo") a leading manufacturer of Lighting electronics (ballasts and LED drivers), LED Lamps, Controls and luminaires warrants its commercial and industrial LED (Light Emitting Diodes) luminaires, including LED arrays, Drivers, and integral control devices (product(s)) to be free from defect in material and workmanship (General Warranty) for a period of five years from the date of shipment from Espen's facilities. Please note that this Limited Warranty is applicable exclusively to products purchased from an authorized REVO sales entity.

Once installed, the warranty is not transferable to any subsequent owner.

TERMS AND CONDITIONS:

1. Operating hours of the products
a. This warranty assumes that the products will be operated for up to twelve (12) hours per day unless otherwise specified and within the electrical and temperature parameters outlined in the product's technical data sheet, product label, and installation instructions, and under normal conditions for that product type.
b. Operation of the products in excess of 12 hours per day will shorten the warranty coverage period to a maximum of 21,900 operating hours (or 5 years from the date of shipment, whichever is reached first).

2. Definition and determination of product defects
a. Product defects do not include wear and tear of products arising during standard authorized use. b. The warranty considers LED arrays in fixtures as inoperative only if 15% or more of the total individual LEDs fail to illuminate.
c. Product defects do not include any cosmetic product defects, including without limitation, damage to the painted product finish or other finishes or coatings. Lumen depreciations, drop-off or CCT (i.e. color temperature) variations are not considered defects unless the variance is significantly over 20% variance from the specification.
d. Normal fading or chalking of painted finishes over time is not considered a defect. e. Product defects do not include any third -party products or devices used in conjunction with Espen product(s).
f. The customer must notify Espen Technology in writing, seeking return authorization, and provide the defective product to Espen Technology for evaluation at which time Espen Technology shall determine applicability of warranty.

3. Warranty Coverage
a. This warranty is extended only to the original purchaser of the Product from Espen Technology. b. This warranty covers the reasonable shipping costs incurred to return defective or nonconforming products.
c. This warranty is limited to products purchased in, and for use within, the United States. d. If Espen Technology is unable to replace the Covered Product due to discontinuation, availability, or any other unforeseen circumstance, Espen Technology may elect to replace the Covered Product with a compatible product. e. No other compensation shall be provided by Espen Technology.

Espen Technology, Inc. I Toll Free: (866) 933-7736 I Tel: (562) 529-2938 I Fax: (562) 529-2978 I Email: [email protected] 12257 Florence Ave., Santa Fe Springs, CA 90670
www.espentech.com
W10Y240115
379

ESPEN
cvoM

LIGHTING

4. Project / Job address:

REVO Lighting
Standard 5 -Year Limited Warranty

Page 2 of 3 ends

5. Installation environment
a. Ambient temperatures are below 30° C/86° F
(Note: When operating the units exceeding above stated temperature and within the temperature range stated in the specification sheet, a standard 5 -year warranty applies). b. If the product is installed or operated in abnormal environmental conditions, subject to electrical line noise, electric surge, voltage outside range, RF noise or other abnormal electrical stress, this warranty will not be applicable.

6. Wiring / Installation compliance
a. This limited warranty does not apply to damage or failure to perform arising as a result of any acts of God or from any abuse, misuse, abnormal use, powers surges, corrosive environments, neglect, or any use or installation in violation of the instructions or restrictions prescribed by Espen Technology.
b. Any applicable standard or code, including those contained in the latest National Electrical Code, c. Standards for Safety of Underwriters Laboratory, Inc. (UL), Standards for the American Standards Institute (ANSI), and the Canadian Standards Association (CSA).

7. Compatibility and testing
a. Compatibility is critical when installing Espen products with other manufacturer's products. It is the customer's responsibility to check with Espen engineering for compatibility confirmation prior to installation.
b. The purchaser must undertake a First Article Test (perform test of the first 10 fixtures) at their relevant site prior to completing full project installation to ensure the satisfaction of the results before completing the rest of the project installation.

8. Procedures
a. When offering, both customer and Espen Technology will sign on the document of "Espen Technology Limited 10 -year Warranty" statement. Espen will attach this document in the price quotation. b. When customer places an order or installation, to qualify for the 10 -year warranty, the customer shall register the products within 90 days of purchase or 30 days of installation (whichever comes first). Please contact Espen customer service to register your product.
c. Claim Warranty - To obtain warranty service, Purchaser must obtain an RGA (Return Goods Authorization) number prior to return the products Espen. Customers can also make the warranty claim online, visit our warranty mailbox at: [email protected] where you will be provided with RGA Form and further guidance.

9. Limitation of Liability
a. Under no circumstances will Espen Technology be liable to the buyer, under any legal theory, for indirect, special, consequential, incidental (except as permitted by these terms), punitive, liquidated or consequential damages, including loss of profits or other economic loss, sustained by the buyer, or by Espen Technology, Inc. I Toll Free: (866) 933-7736 I Tel: (562) 529-2938 I Fax: (562) 529-2978 I Email: [email protected] 12257 Florence Ave., Santa Fe Springs, CA 90670
www.espentech.com
W10Y240115
380

ESPEN
\/C1'

LIGHTING
REVO Lighting
Standard 5 -Year Limited Warranty

Page 3 of 3 ends

any other person in connection with any purchase order, supplier or, where applicable, any contract attached to the supplies covered thereby, except for consequential damages relating to death or personal injury in jurisdictions where such damages may not be disclaimed as a matter of law.

10. Other Terms and Conditions
a. Replacement of Espen lamps with lamps from another manufacturer will void the warranty. b. All repaired or replaced products are warranted for the time remaining in the original warranty period of the original purchased product.

11. CLAIM DETERMINATION: REVO, in its sole discretion, determines whether a product is inoperative or faulty, considering the overall performance of the product. If a product is deemed inoperative or faulty due to materials or workmanship defects, and the customer has followed reasonable troubleshooting steps as directed by REVO:
a) Within the first two (2) years of the warranty period, REVO will, at its sole discretion, repair or replace the product or part at no charge. Alternatively, REVO may provide the same or functionally equivalent product or part if the original is no longer available or deemed unrepairable, excluding labor. REVO reserves the right to use similar new, reconditioned, refurbished, repaired, or re -manufactured products or parts in the warranty solution process. The repaired or replaced product is warranted for the remaining original warranty period. b) After more than two (2) years from delivery, in addition to the above remedies, REVO may provide a prorated monetary or product credit (at REVO's sole discretion) based on the original purchase price and the remaining warranty period. This will be the customer's exclusive remedy for any REVO product issues.

12. LIMITATION OF CLAIM: The total remedy for any claim may not exceed the total purchase price of the product. Labor or administration costs are not covered under this Limited Warranty.

13. PROPER INSTALLATION AND USAGE: This Limited Warranty applies solely to reasonable indoor and outdoor product usage when properly wired and installed by a licensed electrician, following the product's Installation Instructions, current National Electric Code (NEC), local electrical codes, Underwriters Laboratory, Inc. (UL) standards, and the American National Standards Institute (ANSI) standards. Unauthorized product alterations or installations by non -licensed electricians void the warranty.

Failure, loss of performance, or defects resulting from unreasonable product use are not covered.

Signature:

Name:

Title:

Espen Technology, Inc.

Signature:

Name:

Title:

Company Name:

Date: Date:

Agenda Item No: 1.j

PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: September 17, 2024
Submitted by: David Radomski
From: Police Department
Subject:

Approval of Agreement Extension and Equipment Upgrade with Axon Enterprise, Inc.

Financial Impact:

Fiscal Impact:

Expense: $1,695,435.93 Total Purchase Price of Equipment Budget: $ 393,576.93 Year 1 Payment (103041-6136) FY 2024-25 Summary:

This action will approve a five (5) year upgrade agreement with Axon Enterprise, Inc. and the use of budgeted funds to purchase body worn cameras, in -car video, interview room video, Taser devices, cloud storage, and related services and equipment for a total cost of $1,695,435.93.

Recommendation:

Recommended Action: It is recommended that the City Council:

1. Approve the agreement with Axon Enterprise, Inc. for the purchase of body worn cameras, in -car video, interview room video, Taser devices, cloud data storage, and all related equipment and services beginning in Fiscal Year 2024-2025 and ending in Fiscal Year 2028-2029 with a five-year total cost of $1,695,435.93; and

2. Authorize the City Administrator or his designee to execute all necessary documents, in a form approved by the City Attorney, to effectuate these actions.

Strategic Plan Statement:

This item conforms to Strategic Plan Goal 2: Ensure That Public Safety Continues to Be a High Priority.

Discussion:

The Police Department has been using Axon Enterprise Inc.'s body -worn cameras (BWC'S), in -car video systems (MAV's), Taser devices, and cloud storage solutions since 2020, enabling officers to document their encounters and store evidence effectively. This technology enhances public trust, officer accountability, and operational transparency. The BWC and MAV solutions allow for real-time documentation, while the TASER devices support non -lethal force options in volatile situations. Evidence.com has served as a secure platform for storing and managing digital evidence efficiently.
382

The current contract with Axon is set to expire in 2025. This early extension will ensure continuity of these services and maintain our existing equipment's functionality, preventing service interruptions. The pro -rated extension will also allow the department to upgrade to the most current technology offered by Axon, including:

Axon Body 4 BWC Cameras:

These advanced body cameras capture high -definition video, allowing for improved clarity in both day and night situations. They are integrated with real-time video streaming capabilities, GPS tracking, and automatic activation during specific events.

Fleet 3 In -Car Video with ALPR:

The Fleet 3 in -car video system captures high -quality footage from patrol vehicles, providing a complete record of events occurring during traffic stops and other law enforcement actions.

Integrated ALPR (Automatic License Plate Recognition) technology assists officers in identifying vehicles of interest, improving situational awareness and public safety. Every Placentia patrol vehicle will be equipped with advanced ALPR technology.

Interview Room Video Systems:

Axon's interview room video systems offer secure, reliable recording of interviews, helping to preserve key evidence in investigations and ensure proper procedures are followed. The recorded footage is directly uploaded to the Evidence.com platform.

Evidence.com Cloud Storage:

Evidence.com provides secure cloud storage for all digital evidence, including body -worn camera footage, in -car video, interview recordings, and secure digital evidence collection from 3rd party sources (i.e. victims, witnesses, etc.). This cloud -based solution allows officers to upload, store, and review evidence seamlessly while maintaining compliance with data security and privacy regulations. The platform supports sharing of evidence with the District Attorney's Office, City legal teams, and other agencies.

Vehicle Modem Refresh:

The contract extension also includes a refresh of the Police Department's in -vehicle modem technology, upgrading to the Cradlepoint R1900 series. The Cradlepoint R1900 is a next - generation mobile router designed for first responders, providing advanced connectivity, speed, and reliability in the field. This upgrade will ensure that patrol vehicles maintain a robust and secure internet connection, even in challenging environments or areas with weak cellular signals. The R1900 modem supports 5G connectivity, which will significantly enhance data transfer speeds for applications such as real-time video streaming from BWC cameras, access to critical databases, and seamless integration with Axon's Fleet 3 MAV system.

Additionally, the R1900's advanced security features protect sensitive law enforcement data from cyber threats, ensuring compliance with data protection regulations. The upgraded modems will also enable future technological expansions, such as integrating new software applications or adding peripheral devices, further enhancing the Police Department's operational capabilities. This refresh is a crucial component of the overall strategy to maintain cutting -edge technology within our patrol fleet, ensuring that officers have reliable and secure communication tools at their disposal.
383

Axon Virtual Reality Training:

Axon's Virtual Reality (VR) Training platform is included to enhance officer training in de- escalation, crisis intervention, and mental health awareness. This immersive training technology allows officers to engage in realistic, scenario -based exercises that simulate high - stress encounters with individuals experiencing mental health crises, aggressive behavior, or other complex situations. The goal of the VR training is to improve decision -making, increase empathy, and reduce the likelihood of the use of force by providing officers with experiential learning tools that better prepare them for real -world encounters. Incorporating Axon's VR Training into the contract offers a proactive approach to equipping officers with the skills and mindset necessary to handle challenging situations more effectively, which aligns with our department's commitment to enhancing public safety and community relations.

Expansion of BWC Program:

The contract extension also includes the expansion of Axon technology to additional civilian employees within the Police Department. Certain civilian personnel, including Community Service Officers, Records personnel, and other frontline staff who interact directly with the public, will be equipped with BWC's to document their interactions during non -emergency situations. Equipping civilian employees with BWC's enhances transparency, provides an additional layer of accountability, and ensures that all interactions between the public and police personnel are recorded consistently.

In addition, extending Evidence.com access to designated civilian employees, such as evidence technicians and records clerks, will streamline the management and processing of digital evidence, reducing administrative burdens on sworn officers.

In conclusion, the contract extension with Axon Enterprise, Inc. is critical to maintaining the Police Department's ability to record and manage digital evidence effectively. The continued use of Axon's Body 4 cameras, Fleet 3 in -car video systems with ALPR, TASER 10 devices, and Evidence.com cloud storage will ensure officer accountability, provide valuable investigative tools, and improve community trust in law enforcement operations.

Per Placentia Municipal Code Section 3.08.070(6), the City is allowed to procure for goods or services outside the formal bid process, when the item can be obtained from only one (1) vendor. Attached is a Sole Source Letter from Axon highlighting their proprietary combination of hardware and software allowing for a seamless integration with our local law enforcement partners and existing systems.

A sole source justification exists because the equipment and services required to satisfy the Police Department's specific needs as listed in this proposal are only manufactured and available for purchase directly from Axon Enterprise, Inc. No other manufacturer or vendor is able to provide body worn cameras, in -car video, interview room video, Taser devices, and Evidence.com cloud storage in one complete and integrated package. Additionally, the Orange County District Attorney's Office (OCDA) has an exclusive contract with Axon Enterprise, Inc. allowing for direct access to Evidence.com. This exclusive partnership will allow the Department to continue to directly share our digital evidence with the OCDA.

The Police Department complies with California Civil Code Section 1798.90.5 et seq. regarding the operation of ALPR technology. The Department policy (Policy 426) on ALPR utilization is available by request; additionally, the policy is posted on the City's website. 384

Fiscal Impact Summary:

The not -to -exceed purchase order amount for the (5) year term of Axon equipment and services is $1,695,435.93. Year 1 of the payment structure is due 9/30/24 in the amount of $393,576.93, followed by (3) annual payments of $325,464.74 and (1) final payment of $325,464.80. This agreement will span fiscal years 2024-2025 through 2028-2029.

These funds are budgeted in the Fiscal Year (FY) 2024-2025 Police Field Services budget (103041-6136). This is also a sole source purchase based on proprietary technologies and features that are exclusive to Axon Enterprise, Inc. that meet the Department's needs.

Attachments
Attachment 1 - Master Services and Purchasing Agreement_Placentia Final.pdf Attachment 2 - Sole Source Axon Body EN_US.pdf
Attachment 3 - Police Department ALPR Policy 426.pdf
385

4\ AXON
Master Services and Purchasing Agreement for Customer
This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc. ("Axon"), and the customer listed below or, if no customer is listed below, the customer on the Quote attached hereto ("Customer").

This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) date of acceptance of the Quote ("Effective Date"). Axon and Customer are each a "Party" and collectively "Parties". This Agreement governs Customer's purchase and use of the Axon Devices and Services detailed in the Quote as defined below.lt is the intent of the Parties that this Agreement will govern all subsequent purchases by Customer for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Customer shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows:

1. Definitions.

1.1. "Axon Cloud Services" means Axon's web services, including but not limited to, Axon Evidence, Axon Records, Axon Dispatch, FUSUS services and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third -party applications, hardware warranties, and my.evidence.com.

1.2. "Axon Device" means all hardware provided by Axon under this Agreement. Axon -manufactured Devices are a subset of Axon Devices.

1.3. "Quote" means an offer to sell and is only valid for devices and services on the offer at the specified prices.

Any inconsistent or supplemental terms within Customer's purchase order in response to a Quote will be void.

Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any Quote by Axon, and Axon reserves the right to cancel any orders resulting from such errors.

1.4. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services.

2. Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term").

2.1. All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 or TASER 10 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term").

2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years ("Renewal Term"). For purchase of TASER 7 or TASER 10 as a standalone, Axon may increase pricing to its then -current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote by up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first.

3. Payment. Axon invoices for Axon Devices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Axon invoices for Axon Cloud Services on an upfront annual basis prior to the beginning of the Subscription Term and upon the anniversary of the Subscription Term. Payment obligations are non -cancelable. Unless otherwise prohibited by law, Customer will pay interest on all past -due sums at the lower of one -and -a -half percent (1.5%) per month or the highest rate allowed by law. Customer will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Customer is responsible for collection and attorneys' fees.

4. Taxes. Customer is responsible for sales and other taxes associated with the order unless Customer provides Axon a valid tax exemption certificate.

5. Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Customer upon Axon's delivery to the common carrier. Customer is responsible for any shipping charges in the Quote.

6. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law.

7. Warranty.

7.1. Limited Warranty. Axon warrants that Axon -manufactured Devices are free from defects in workmanship and materials for one (1) year from the date of Customer's receipt, except Signal Sidearm which Axon warrants for thirty (30) months from Customer's receipt and Axon -manufactured accessories, which Axon warrants for ninety (90) days from Customer's receipt , respectively, from the date of Customer's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from the expiration of the one (1) year hardware warranty through the extended warranty term purchased.

Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 1 of 25 ends

4\ AXON
Master Services and Purchasing Agreement for Customer

7.2. Disclaimer. All software and Axon Cloud Services are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non -infringement. Axon Devices and Services that are not manufactured, published or performed by Axon ("Third -Party Products") are not covered by Axon's warranty and are only subject to the warranties of the third -party provider or manufacturer.

7.3. Claims. If Axon receives a valid warranty claim for an Axon -manufactured Device during the warranty term, Axon's sole responsibility is to repair or replace the Axon -manufactured Device with the same or like Axon - manufactured Device, at Axon's option. A replacement Axon -manufactured Device will be new or like new.

Axon will warrant the replacement Axon -manufactured Device for the longer of (a) the remaining warranty of the original Axon -manufactured Device or (b) ninety (90) days from the date of repair or replacement.

7.3.1. If Customer exchanges an Axon Device or part, the replacement item becomes Customer's property, and the replaced item becomes Axon's property. Before delivering an Axon -manufactured Device for service, Customer must upload Axon -manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon -manufactured Device sent to Axon for service.

7.4. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Customer a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Customer submits the broken or non-functioning units, through Axon's warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Customer in accordance with shipping terms of this Agreement. Axon assumes no liability or obligation in the event Customer does not utilize Spare Axon Devices for the intended purpose.

7.5. Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial number.

Axon's warranty will be void if Customer resells Axon Devices.

7.5.1.To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. Customer confirms and agrees that in deciding whether to sign this Agreement, Customer has not relied on any statement or representation by Axon or anyone acting on behalf of Axon related to the subject matter of this Agreement that is not in this Agreement.

7.5.2. Axon's cumulative liability to any party for any loss or damage resulting from any claim, demand, or action arising out of or relating to this Agreement will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the twelve (12) months preceding the claim. Neither Party will be liable for special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.

7.6. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions.

7.7. Third -Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Customer and the respective third -party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms- and-conditions, if any.

7.8. Axon Aid. Upon mutual agreement between Axon and Customer, Axon may provide certain products and services to Customer, as a charitable donation under the Axon Aid program. In such event, Customer expressly waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Customer agrees not to make or bring any such claim against any Releasee, and forever release and discharge all Releasees from liability under such claims. Customer expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 2 of 25 ends

4\ AXON
Master Services and Purchasing Agreement for Customer
upon notice to the Customer.

8. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW"). In the event Axon provides an SOW to Customer, Axon is only responsible for the performance of Services described in the SOW.

Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference.

9. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings.

10. Design Changes. Axon may make design changes to any Axon Device or Service without notifying Customer or making the same change to Axon Devices and Services previously purchased by Customer.

11. Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Customer's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Customer's election not to utilize any portion of an Axon bundle.

12. Insurance. Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance.

13. Indemnification. Axon will indemnify Customer's officers, directors, and employees ("Agency Indemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third -party claim against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreement, except to the extent of Agency's negligence or willful misconduct, or claims under workers compensation.

14. IP Rights. Axon owns and reserves all right, title, and interest in Axon -manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Customer will not cause any Axon proprietary rights to be violated.

15. IP Indemnification. Axon will indemnify Customer against all claims, losses, and reasonable expenses from any third -party claim alleging that the use of Axon -manufactured Devices, Axon Cloud Services or Axon software ("Axon Products") infringes or misappropriates the third -party's intellectual property rights. Customer must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim. Axon's IP indemnification obligations do not apply to claims based on (a) modification of Axon Products by Customer or a third -party not approved by Axon; (b) use of Axon Products in combination with hardware or services not approved by Axon; (c) use of Axon Products other than as permitted in this Agreement; or (d) use of Axon Products that is not the most current software release provided by Axon.

16. Customer Responsibilities. Customer is responsible for (a) Customer's use of Axon Devices; (b)Customer or an end user's breach of this Agreement or violation of applicable law; (c) disputes between Customer and a third -party over Customer's use of Axon Devices; (d) secure and sustainable destruction and disposal of Axon Devices at Customer's cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices.

17. Termination.

17.1. For Breach. A Party may terminate this Agreement for cause if it provides thirty (30) days written notice of the breach to the other Party, and the breach remains uncured thirty (30) days after written notice. If Customer terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.

17.2. By Customer. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Customer may terminate this Agreement. Customer will deliver notice of termination under this section as soon as reasonably practicable.

17.3. Effect of Termination. Upon termination of this Agreement, Customer rights immediately terminate. Customer remains responsible for all fees incurred before the effective date of termination. If Customer purchases Axon Devices for less than the manufacturer's suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Customer the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non - appropriation, Customer may return Axon Devices to Axon within thirty (30) days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components.

18. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22 388
Release Date: 8/2/2024 Page 3 of 25

4\ AXON
Master Services and Purchasing Agreement for Customer
confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Customer receives a public records request to disclose Axon Confidential Information, to the extent allowed by law, Customer will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement.

19. General.

19.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control.

19.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, Customer, fiduciary, or employment relationship between the Parties.

19.3. Third -Party Beneficiaries. There are no third -party beneficiaries under this Agreement.

19.4. Non -Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law.

19.5. Export Compliance. Each Party will comply with all import and export control laws and regulations.

19.6. Assignment. Neither Party may assign this Agreement without the other Party's prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets.

This Agreement is binding upon the Parties respective successors and assigns.

19.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.

19.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect.

19.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, Customer Responsibilities and any other Sections detailed in the survival sections of the Appendices.

19.10. Governing Law. The laws of the country, state, province, or municipality where Customer is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

19.11. Notices. All notices must be in English. Notices posted on Customer's Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Customer shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc., Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to [email protected].

18.12 Entire Agreement. This Agreement, the Appendices, including any applicable Appendices not attached herein for the products and services purchased, which are incorporated by reference and located in the Master Purchasing and Services Agreement located at httos:// www.axon.com/sales-terms-and-conditions , Quote and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties.

Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 4 of 25 ends

4\ AXON
Master Services and Purchasing Agreement for Customer
Each Party, by and through its respective representative authorized to execute this Agreement, has duly executed and delivered this Agreement as of the date of signature.

AXON: CUSTOMER:

Axon Enterprise, Inc.

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 5 of 25 ends

4\ AXON
Master Services and Purchasing Agreement for Customer
Axon Cloud Services Terms of Use Appendix

1. Definitions.
a. "Customer Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Customer's tenant, including media or multimedia uploaded into Axon Cloud Services by Customer.

Customer Content includes Evidence but excludes Non -Content Data. b. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by a Customer. Evidence is a subset of Customer Content.
c. "Non -Content Data" is data, configuration, and usage information about Customer's Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non -Content Data includes data about users captured during account management and customer support activities. Non -Content Data does not include Customer Content. d. "Provided Data" means de -identified, de -personalized, data derived from Customer's TASER energy weapon deployment reports, related TASER energy weapon logs, body -worn camera footage, and incident reports.
e. "Transformed Data" means the Provided Data used for the purpose of quantitative evaluation of the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances.

2. Access. Upon Axon granting Customer a subscription to Axon Cloud Services, Customer may access and use Axon Cloud Services to store and manage Customer Content. Customer may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Customer may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Customer may not upload non-TASER Data to Axon Evidence Lite.

3. Customer Owns Customer Content. Customer controls and owns all right, title, and interest in Customer Content. Except as outlined herein, Axon obtains no interest in Customer Content, and Customer Content is not Axon's business records. Customer is solely responsible for uploading, sharing, managing, and deleting Customer Content. Axon will only have access to Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products.

4. Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Customer Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum for its digital evidence or records management systems.

5. Customer Responsibilities. Customer is responsible for (a) ensuring Customer owns Customer Content or has the necessary rights to use Customer Content (b) ensuring no Customer Content or Customer end user's use of Customer Content or Axon Cloud Services violates this Agreement or applicable laws; (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services and (d) verify the accuracy of any auto generated or Al generated reports. If Customer becomes aware of any violation of this Agreement by an end user, Customer will immediately terminate that end user's access to Axon Cloud Services. a. Customer will also maintain the security of end usernames and passwords and security and access by end users to Customer Content. Customer is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Customer regulation and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. If Customer provides access to unauthorized third -parties, Axon may assess additional fees along with suspending Customer's access. Customer shall contact Axon immediately if an unauthorized party may be using Customer's account or Customer Content, or if account information is lost or stolen.

6. Privacy. Customer's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy . Customer agrees to allow Axon access to Non -Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 6 of 25 ends

4\ AXON
Master Services and Purchasing Agreement for Customer
screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products.

7. Axon Body Wi-Fi Positioning. Axon Body cameras may offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Customer administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Customer chooses to use this service, Axon must also enable the usage of the feature for Customer's Axon Cloud Services tenant. Customer will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Customer's Axon Cloud Services tenant.

8. Storage. For Axon Unlimited Device Storage subscriptions, Customer may store unlimited data in Customer's Axon Evidence account only if data originates from Axon Capture or anAxon Device. Axon may charge Customer additional fees for exceeding purchased storage amounts. Axon may place Customer Content that Customer has not viewed or accessed for six (6) months into archival storage. Customer Content in archival storage will not have immediate availability and may take up to twenty-four (24) hours to access.

For Third -Party Unlimited Storage the following restrictions apply: (i) it may only be used in conjunction with a valid Axon's Evidence.com user license; (ii) is limited to data of the law enforcement Customer that purchased the Third - Party Unlimited Storage and the Axon's Evidence.com end user or Customer is prohibited from storing data for other law enforcement agencies; and (iii) Customer may only upload and store data that is directly related to: (1) the investigation of, or the prosecution of a crime; (2) common law enforcement activities; or (3) any Customer Content created by Axon Devices or Evidence.com.

9. Location of Storage. Axon may transfer Customer Content to third -party subcontractors for storage. Axon will determine the locations of data centers for storage of Customer Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Customer Content remains with Customer.

10. Suspension. Axon may temporarily suspend Customer's or any end user's right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Customer or end user's use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third -party; (b) adversely impact Axon Cloud Services, the systems, or content of any other customer; (c) subject Axon, Axon's affiliates, or any third -party to liability; or (d) be fraudulent. Customer remains responsible for all fees incurred through suspension. Axon will not delete Customer Content because of suspension, except as specified in this Agreement.

11. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Customer uploads data to Axon Cloud Services.

12. TASER Data Science Program. Axon will provide a quantitative evaluation on the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances.

If Customer purchases the TASER Data Science Program, Customer grants Axon, its affiliates, and assignees an irrevocable, perpetual, fully paid, royalty -free, and worldwide right and license to use Provided Data solely for the purposes of this Agreement and to create Transformed Data. Customer shall own all rights and title to Provided Data. Axon shall own all rights and title to Transformed Data and any derivatives of Transformed Data.

Axon grants to Customer an irrevocable, perpetual, fully paid, royalty -free, license to use to TASER Data Science report provided to Customer for its own internal purposes. The Data Science report is provided "as is" and without any warranty of any kind.

In the event Customer seeks Axon's deletion of Provided Data, it may submit a request to [email protected].

Where reasonably capable of doing so, Axon will implement the request but at a minimum will not continue to collect Provided Data from Customer.

13. Axon Records. Axon Records is the software -as -a -service product that is generally available at the time Customer purchases an OSP 7 or OSP 10 bundle. During Customer's Axon Records Subscription Term, if any, Customer will be entitled to receive Axon's Update and Upgrade releases on an if -and -when available basis. a. The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 bundle, upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription") Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 7 of 25 ends

4\ AXON
Master Services and Purchasing Agreement for Customer
b. An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications.
c. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Customer purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Customer.
d. Users of Axon Records at the Customer may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Customer exceed an average rate of one -hundred (100) GB per user per year of uploaded files. Axon will not bill for overages.

14. Axon Cloud Services Restrictions. Customer and Customer end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:
a. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; b. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; c. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;
d. use Axon Cloud Serves as a service bureau, or as part of an Customer infrastructure as a service; e. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement;
f. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services;
g.
remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud Services; or h. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; material in violation of third -party privacy rights; or malicious code.

15. Draft One Axon may impose usage restrictions if a single user generates more than one hundred (100) reports per month for two or more consecutive months.

16. After Termination. Axon will not delete Customer Content for ninety (90) days following termination. Axon Cloud Services will not be functional during these ninety (90) days other than the ability to retrieve Customer Content.

Customer will not incur additional fees if Customer downloads Customer Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Customer Content after these ninety (90) days and will thereafter, unless legally prohibited, delete all Customer Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Customer Content from Axon Cloud Services.

17. Post -Termination Assistance. Axon will provide Customer with the same post -termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Customer Content, including requests for Axon's data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system.

18. U.S. Government Rights. If Customer is a U.S. Federal department or using Axon Cloud Services on behalf of `a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Customer is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Customer will immediately discontinue use of Axon Cloud Services.

Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 8 of 25 ends

4\ AXON
Master Services and Purchasing Agreement for Customer

19. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Customer Owns Customer Content, Privacy, Storage, Axon Cloud Services Warranty, Customer Responsibilities and Axon Cloud Services Restrictions.

Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 9 of 25 ends

4\ AXON
Master Services and Purchasing Agreement for Customer
Axon Customer Experience Improvement Program Appendix

1. Axon Customer Experience Improvement Program (ACEIP). The ACEIP is designed to accelerate Axon's development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Customer Content from all of its customers to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de -identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Customer will be a participant in ACEIP Tier 1. If Customer does not want to participate in ACEIP Tier 1, Customer can revoke its consent at any time. If Customer wants to participate in Tier 2, as detailed below, Customer can check the ACEIP Tier 2 box below. If Customer does not want to participate in ACEIP Tier 2, Customer should leave box unchecked. At any time, Customer may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers.

2. ACEIP Tier 1.

2.1. When Axon uses Customer Content for the ACEIP Purposes, Axon will extract from Customer Content and may store separately copies of certain segments or elements of the Customer Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de -identify Customer Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Technique(s)"). For illustrative purposes, some examples are described in footnote 11.

For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Customer from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Customer request. Once de -identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Customer may revoke the consent granted herein to Axon to access and use Customer Content for ACEIP Purposes. Within 30 days of receiving the Customer's request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Customer. In addition, if Axon uses Customer Content for the ACEIP Purposes, upon request, Axon will make available to Customer a list of the specific type of Customer Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Customer Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Customer notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Customer with a mechanism to obtain notice of that update or another commercially reasonable method to Customer designated contact) ("New Use Case").

2.2. Expiration of ACEIP Tier 1. Customer consent granted herein will expire upon termination of the Agreement.

In accordance with section 1.1.1, within 30 days of receiving the Customer's request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to, Customer.

3. ACEIP Tier 2. In addition to ACEIP Tier 1, if Customer wants to help further improve Axon's services, Customer may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Customer For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed.

Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 10 of 25 ends

4\ AXON
Master Services and Purchasing Agreement for Customer
Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed, or de -identified data.
❑ Check this box if Customer wants to help further improve Axon's services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Customer into ACEIP Tier 2 until Axon and Customer agree to terms in writing providing for such participation in ACEIP Tier 2.

Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 11 of 25 ends

4\ AXON
Master Services and Purchasing Agreement for Customer
Professional Services Appendix
If any of the Professional Services specified below are included on the Quote, this Appendix applies.

1. Utilization of Services. Customer must use professional services as outlined in the Quote and this Appendix within six (6) months of the Effective Date.

2. Axon Full Service (Axon Full Service). Axon Full Service includes advance remote project planning and configuration support and up to four (4) consecutive days of on -site service and a professional services manager to work with Customer to assess Customer's deployment and determine which on -site services are appropriate. If Customer requires more than four (4) consecutive on -site days, Customer must purchase additional days. Axon Full Service options include:

System set up and configuration
• Instructor -led setup of Axon View on smartphones (if applicable) • Configure categories and custom roles based on Customer need • Register cameras to Customer domain
• Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access • One on -site session included
Dock configuration
• Work with Customer to decide the ideal location of Docks and set configurations on Dock • Authenticate Dock with Axon Evidence using admin credentials from Customer • On -site assistance, not to include physical mounting of docks Best practice implementation planning session
• Provide considerations for the establishment of video policy and system operations best practices based on Axon's observations with other agencies
• Discuss the importance of entering metadata in the field for organization purposes and other best practices for digital data management
• Provide referrals of other agencies using the Axon camera devices and Axon Evidence • Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions
Step-by-step explanation and assistance for Customer's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer)
Training for Customer's in-house instructors who can support Customer's Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on -site obligations Evidence sharing training
Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies
End user go -live training and support sessions
• Assistance with device set up and configuration
• Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide
Post go -live review

3. Body -Worn Camera Starter Service (Axon Starter). Axon Starter includes advance remote project planning and configuration support and one (1) day of on -site Services and a professional services manager to work closely with Customer to assess Customer's deployment and determine which Services are appropriate. If Customer requires more than one (1) day of on -site Services, Customer must purchase additional on -site Services. The Axon Starter options include:

System set up and configuration (Remote Support)
Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 12 of 25 ends

4\ AXON
Master Services and Purchasing Agreement for Customer
• Instructor -led setup of Axon View on smartphones (if applicable) • Configure categories & custom roles based on Customer need • Troubleshoot IT issues with Axon Evidence and Dock access Dock configuration
• Work with Customer to decide the ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using "Administrator" credentials from Customer • Does not include physical mounting of docks
Axon instructor training (Train the Trainer)
Training for Customer's in-house instructors who can support Customer's Axon camera and Axon Evidence traininc needs after Axon's has fulfilled its contracted on -site obligations End user go -live training and support sessions
• Assistance with device set up and configuration
• Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and catecories & roles guide

4. Body -Worn Camera Virtual 1 -Day Service (Axon Virtual). Axon Virtual includes all items in the BWC Starter Service Package, except one (1) day of on -site services.

5. CEW Services Packages. CEW Services Packages are detailed below:

System set up and configuration
• Configure Axon Evidence categories & custom roles based on Customer need. • Troubleshoot IT issues with Axon Evidence.
• Register users and assign roles in Axon Evidence.
• For the CEW Full Service Package: On -site assistance included • For the CEW Starter Package: Virtual assistance included Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Customer 4-6 weeks before rollout Best practice implementation planning session to include:
• Provide considerations for the establishment of CEW policy and system operations best practices based on Axon's observations with other agencies
• Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On -site assistance included • For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions
On -site sessions providing a step-by-step explanation and assistance for Customer's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training
• Provide training on the Axon Evidence to educate instructors who can support Customer's subsequent Axon Evidence training needs.
• For the CEW Full Service Package: Training for up to 3 individuals at Customer • For the CEW Starter Package: Training for up to 1 individual at Customer TASER CEW inspection and device assignment
Axon's on -site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence.

Post go -live review
For the CEW Full Service Package: On -site assistance included.

For the CEW Starter Package: Virtual assistance included.

6. Smart Weapon Transition Service. The Smart Weapon Transition Service includes:

Archival of CEW Firing Logs
Axon's on -site professional services team will upload CEW firing loc s to Axon Evidence from all TASER CEW
Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 13 of 25 ends

4\ AXON
Master Services and Purchasing Agreement for Customer
Smart Weaoons that Customer is replacing with newer Smart Weapon models.

Return of Old Weapons
Axon's on -site professional service team will ship all old weapons back to Axon's headquarters.

Axon will provide Customer with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 or TASER 10 include Smart Weapon Transition Service instead of 1 -Day Device Specific Instructor Course.

7. VR Services Package. VR Service includes advance remote project planning and configuration support and one (1) day of on -site service and a professional services manager to work with Customer to assess Customer's deployment and determine which Services are appropriate. The VR Service training options include:

System set up and configuration (Remote Support)
• Instructor -led setup of Axon VR headset content
• Configure Customer settings based on Customer need
• Troubleshoot IT issues with Axon VR headset
Axon instructor training (Train the Trainer)
Training for up to five (5) Customer's in-house instructors who can support Customer's Axon VR CET and SIM training needs after Axon's has fulfilled its contracted on -site obligations Classroom and practical training sessions
Step-by-step explanation and assistance for Customer's configuration of Axon VR CET and SIM functionality, basic operation, and best practices

8. Axon Air, On -Site Training. Axon Air, On -Site training includes advance remote project planning and configuration support and one (1) day of on -site Services and a professional services manager to work closely with Customer to assess Customer's deployment and determine which Services are appropriate. If Customer's requires more than one (1) day of on -site Services, Customer must purchase additional on -site Services. The Axon Air, On -Site training options include:

System set up and configuration (Remote Support)
• Instructor -led setup of Axon Air App (ASDS)
• Configure Customer settings based on Customer need
• Configure drone controller
• Troubleshoot IT issues with Axon Evidence
Axon instructor training (Train the Trainer)
Training for Customer's in-house instructors who can support Customer's Axon Air and Axon Evidence training needs after Axon's has fulfilled its contracted on -site obligations Classroom and practical training sessions
Step-by-step explanation and assistance for Customer's configuration of Axon Respond+ livestreaming functionality, basic operation, and best practices

9. Axon Air, Virtual Training. Axon Air, Virtual training includes all items in the Axon Air, On -Site Training Package, except the practical training session, with the Axon Instructor training for up to four hours virtually.

10. Signal Sidearm Installation Service.
a. Purchases of 50 SSA units or more: Axon will provide one (1) day of on -site service and one professional services manager and will provide train the trainer instruction, with direct assistance on the first of each unique holster/mounting type. Customer is responsible for providing a suitable work/training area.
b. Purchases of less than 50 SSA units: Axon will provide a 1 -hour virtual instruction session on the basics of installation and device calibration.

11. Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule.

12. Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays.

Axon will perform all on -site tasks over a consecutive timeframe. Axon will not charge Customer travel time by Axon Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 14 of 25 ends

A AXON
Master Services and Purchasing Agreement for Customer
personnel to Customer premises as work hours.

13. Access Computer Systems to Perform Services. Customer authorizes Axon to access relevant Customer computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Customer.

Customer is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Customer.

14. Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Customer or Axon), Customer must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation.

Following installation, Customer must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Customer when Axon generally releases it

15. Acceptance. When Axon completes professional services, Axon will present an acceptance form ("Acceptance Form") to Customer. Customer will sign the Acceptance Form acknowledging completion. If Customer reasonably believes Axon did not complete the professional services in substantial conformance with this Agreement, Customer must notify Axon in writing of the specific reasons for rejection within seven (7) calendar days from delivery of the Acceptance Form. Axon will address the issues and re -present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within seven (7) calendar days of delivery of the Acceptance Form, Axon will deem Customer to have accepted the professional services.

16. Customer Network. For work performed by Axon transiting or making use of Customer's network, Customer is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Customer's network from any cause.

Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 15 of 25 ends

4\ AXON
Master Services and Purchasing Agreement for Customer
Technology Assurance Plan Appendix
If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies.

1. TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the one- (1-) year hardware limited warranty.

2. Officer Safety Plan. If Customer purchases an Officer Safety Plan ("OSP"), Customer will receive the deliverables detailed in the Quote. Customer must accept delivery of the TASER CEW and accessories as soon as available from Axon.

3. OSP 7 or OSP 10 Term. OSP 7 or OSP 10 begins on the date specified in the Quote ("OSP Term").

4. TAP BWC Upgrade. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon body -worn camera ("BWC Upgrade") as scheduled in the Quote. If Customer purchased TAP, Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon's option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon dock.

5. TAP Dock Upgrade. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon dock bay configuration unless a new Axon dock core is required for BWC compatibility. If Customer originally purchased a single -bay Axon dock, the Dock Upgrade will be a single -bay Axon dock model that is the same or like Axon Device, at Axon's option. If Customer originally purchased a multi -bay Axon dock, the Dock Upgrade will be a multi -bay Axon dock that is the same or like Axon Device, at Axon's option.

6. Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Customer unless the Parties agree in writing otherwise at least ninety (90) days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote sixty (60) days before the end of the Subscription Term without prior confirmation from Customer.

7. Upgrade Change. If Customer wants to upgrade Axon Device models from the current Axon Device to an upgraded Axon Device, Customer must pay the price difference between the MSRP for the current Axon Device and the MSRP for the upgraded Axon Device. If the model Customer desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade.

8. Return of Original Axon Device. Within thirty (30) days of receiving a BWC or Dock Upgrade, Customer must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Customer does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Customer.

9. Termination. If Customer's payment for TAP, OSP, or Axon Evidence is more than thirty (30) days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason:

9.1. TAP and OSP coverage terminate as of the date of termination and no refunds will be given.

9.2. Axon will not and has no obligation to provide the Upgrade Models.

9.3. Customer must make any missed payments due to the termination before Customer may purchase any future TAP or OSP.

Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal
Version: 22
Release Date: 8/2/2024

Page 16 of 25 ends

Placentia City CouncilSeptember 17, 2024

Placentia City Council
September 17, 2024