AG EN DA Poway City Council
Council Ch amber I 13325 Civic Center Drive I Poway , CA I 92064 July 7, 2026 I 7 p.m.
Thank you for participating in your local government and the City of Poway Council meetings.
Meetings I Regular City Council meetings are held on the first and third Tuesday of the month at 7:00 p.m. in the Council Chambers located at 13325 Civic Center Drive, Poway, CA 92064. The Council Chamber will be open to the public.
Public Meeting Access I Public participation is encouraged in a few ways as described below.
Members of the public may attend the City Council meeting in person, watch the City Council meeting live on line, or participate remotely via Zoom. Regular City Council meetings are broadcast live on Cox Communication Channel 24 and Spectrum Channel 19. Council meeting videos are archived and available for viewing on the City's website.
To Watch Live:
www.poway.org/councilmeetings
To Speak or Participate Remotely:
Go to: www.poway.org/meeting and join using
"Computer Audio"
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speakers:
Call: (669) 444 - 9171
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Passcode:092064
Enter Participant ID provided on your computer
PLEASE NOTE: If you wish to participate, please read the Speakers section below for detailed instructions.
In-Person Speakers I Persons wishing to address the Council on matters not on the agenda may do so under Public Comment. Those wishing to speak on items on the agenda may do so when the item is considered. Submit a Speaker's Slip to the City Clerk prior to the meeting or the announcement of the item. All comments will be limited to three (3) minutes. Per the Poway Municipal Code, the speaking time may be reduced.
Remote Speakers I If viewing online or calling in via telephone, it is recommended to log in at least 15 minutes prior to the commencement of the meeting. Persons wishing to address the Council on matters not on the agenda may do so under Public Comment.
Those wishing to speak on items on the agenda may do so when the item is considered. Online participants wishing to speak must notify the City Clerk by chat message prior to the meeting or raise their virtual hand at the announcement of the item. If you are not using your computer's audio, enter your Participant ID when prompted. To request to speak by phone, press *9 when the item is Steve Vaus
Mayor
Jenny Maeda
Deputy Mayor
Peter De Hoff
Council member
Christopher J. Pikus Vacant
Councilmember Councilmember
announced. All comments will be limited to three (3) minutes. Per the Poway Municipal Code, the speaking time may be reduced.
Agenda Materials I This agenda contains a brief summary of each item the Council will consider.
The Agenda and Agenda Packet are posted seven (7) days prior to regular City Council meetings and are available for viewing on the City's website at www.poway.org. Sign up at https://poway.org/list.aspx to receive email notifications when City Council agendas are published online. Items listed on the agenda with a"#" symbol are in preparation.
PLEASE NOTE: Written comments received via email before 3:00 p.m. the day prior to the meeting will be distributed as formal additional material as well as be made available online prior to the City Council meeting. Written comments received after this deadline will be forwarded to the Council, but not available online until after the City Council meeting.
American Disabilities Act Title II I In compliance with the Americans with Disabilities Act of 1990, persons with a disability may request an agenda in appropriate alternative formats as required by Title II. Any person with a disability who requires a modification or accommodation in order to participate in a meeting should direct such request to the City Clerk's office 858-668-4530 at least 24 hours prior to the meeting.
Reminder I As a courtesy to all attendees, please silence all electronic devices and engage in conversations outside the Council Chambers.
The City Council also sits as the City of Poway Planning Commission, Poway Housing Authority, Public Financing Authority and Successor Agency to the Poway Redevelopment Agency CALL TO ORDER:
ROLL CALL:
PLEDGE OF ALLEGIANCE:
MOMENT OF SILENCE:
PRESENTATION:
Poway Valley Senior Citizens Corp dba Friends of Poway Seniors - Check Presentation PUBLIC COMMENT: In accordance with State law, an item not scheduled on the agenda may be brough t forward by the general public for commen t; however, the City Council will not be able to discuss or act on any issue not included on the agenda. You may speak for up to three (3) minutes.
Per the Poway Municipal Code, the speaking time may be reduced. Speakers have one opportunity to addre ss the Council under Public Comment.
2 of 5 Regular City Council Meeting July 7, 2026
CONSENT CALENDAR: The Consent Calendar may be enacted in one motion by the Counci l with a Roll Call Vote without discussion unless a Councilmembe r, a member of the publ ic, or City Manager requests that an item be removed for discussion .
1. Approval of Reading by Title Only and Waiver of Reading in Full of Ordinances on this Agenda
2. Approval of the April 21, 2026 Regular City Council Meeting Minutes
3. Award of Agreement to Shade Structure, Inc. dba USA Shade & Fabric Structures for the Lake Poway Softball Field Shade Structure Utilizing Sourcewell Cooperative Purchasing Program Contract No. 101625-PLP-6
4. Award of Contract to Select Electric, Inc. for the Fire Station 2 Warning System Project; Bid No. 26- 014, and Determination the Project is Categorically Exempt from the California Environmental Quality Act
5. Approval of License Agreement between the City of Poway and OpenGov for Software Licensing, Technical Support and Maintenance
6. June 2, 2026 Special Municipal Election Results
Administration of Oath of Office and Presentation of Certificate of Election to Newly Elected Council member
• Councilmember District 2
ORDINANCES FOR INTRODUCTION: None
PUBLIC HEARINGS:
7. 2025 Weed and Nuisance Abatement Charges to be Collected on the County of San Diego Tax Assessor's Roll for Fiscal Year 2026-27
City Manager's Recommendation: It is recommended the City Council take public input, close the public hearing and adopt the Resolution approving the 2025 Weed and Nuisance Abatement charges to be collected on the County of San Diego Tax Assessor's Roll for Fiscal Year (FY) 2026- 2027.
STAFF REPORTS: None
WORKSHOPS: None
COUNCIL-INITIATED ITEMS: None
COUNCIL COMMITTEE REPORTS and ANNOUNCEMENTS: Pursuant to AB1234 - (G.C. 53232(d)) CITY MANAGER ITEMS:
CITY ATTORNEY ITEMS: (Including any public report of any action taken in closed session) 3 of 5 Regular City Council Meeting July 7, 2026
CLOSED SESSION:
8. Conference with Real Property Negotiators
Pursuant to Government Code Section 54956.8
Properties: APN 321-271-05-00; APN 321-200-46-00; APN 321-260-22-00; and APN 321-260-27-00 City negotiators: Chris Hazeltine, Tracy Stevens, Julie Procopio Negotiating party: Niranjan (Nick) Paranjpye, RAAN LLC
Under negotiation: Price and terms
9. Conference with Real Property Negotiators
Pursuant to Government Code Section 54956.8
Properties: 1 Boulder Mountain Rd., Poway, CA 92064; APNs 275-260-28-00, 275-470-21-00, and 275-470-24-00
City negotiators: Chris Hazeltine, Tracy Stevens, Julie Procopio Negotiating parties: Lyle Arnold, Industrial Data Link Corporation Under negotiation: Price and terms
10. Conference with Real Property Negotiators
Pursuant to Government Code Section 54956.8
Property: APN 321-110-52
City negotiators: Chris Hazeltine, Tracy Stevens, Julie Procopio Negotiating party: Todd Wiersum
Under negotiation: Price and terms
11. Conference with Legal Counsel - Existing Litigation Pursuant to Government Code Section 54956.9(d)(1)
Name of Case: K&M Investments v. City of Poway, San Diego Superior Court Case No. 25CU055842C
12. Conference with Legal Counsel - Existing Litigation - Two (2) Cases Pursuant to Government Code Section 54956.9(d)(1)
Name of Cases: Endangered Habitats League, v. City of Poway, San Diego County Superior Court, Case No. 25CU030278C; Preserve Wild Poway, et. al. v. City of Poway, San Diego County Superior Court, Case No. 25CU033019C
13. Conference with Legal Counsel - Anticipated Litigation Pursuant to Government Code Section 54956.9(d)(2) - Significant Exposure to Litigation One (1) Case
ADIOURNMENT:
4 of 5 Regular City Council Meeting July 7, 2026
State of California
County of San Diego
)
) 55.
)
AFFIDAVIT OF POSTING
I, Ellis Webster, Deputy City Clerk of the City of Poway, hereby declare under penalty of perjury that this notice of a Regular meeting as called by the City Council of the City of Poway was posted and provided on June 30, 2026. Said meeting to be held at 7:00 p.m., July 7, 2026, in the Poway City Council Chambers, 13325 Civic Center Drive, Poway, California. Said notice was posted on the Bulletin Board at the entrance to City Hall. 5 of 5 Regular City Council Meeting July 7, 2026
1 of 7
July 7, 2026, Item #2
AGENDA REPORT CityofPoway
DATE:
TO:
FROM:
July 7, 2026
Honorable Mayor and Members of the City Council
Carrie Gallagher, City Clerk vCA';r-
(858) 668-4535 or cgallagher@po~y.org
CITY COUNCIL
SUBJECT: Approval of the April 21, 2026 Regular City Council Meeting Minutes Summary
The City Council Meeting Minutes submitted hereto for approval are:
• April 21, 2026 Regular City Council Meeting Minutes
The Poway City Council sits as the Poway Planning Commission, the Poway Housing Authority, the Public Financing Authority, and the Successor Agency to the Poway Redevelopment Agency.
Recommended Action:
It is recommended the City Council approve the April 21, 2026 Regular City Council meeting minutes.
Public Notification:
None.
Attachments:
A. April 21, 2026 Regular City Council Meeting Minutes
Tracy Stevens
Assistant City Manager
Reviewed By:
Alan Fenstermacher
City Attorney
Appro~edB:
a, :>
Ch~Hazetme
City Manager
2 of 7
July 7, 2026, Item #2
ATTACHMENT A
CITY OF POWAY
CITY COUNCIL REGULAR MEETING
MINUTES
April 21, 2026
City Council Chambers
13325 Civic Center Drive, Poway, California
(Per Government Code 54953)
(Meeting Called to Order as City Council/City of Poway Planning Commission/Poway Housing Authority/Public Financing Authority and Successor Agency to the Poway Redevelopment Agency) CALL TO ORDER:
Mayor Vaus called the Regular Meeting to order at 7:00 p.m.
ROLL CALL:
Present: Peter De Hoff, Christopher J. Pikus, Jenny Maeda, Steve Vaus STAFF MEMBERS PRESENT:
City Manager Chris Hazeltine; Assistant City Manager Tracy Stevens; City Attorney Alan Fenstermacher; City Clerk Carrie Gallagher; Director of Development Services Julie Procopio; Director of Human Resources and Risk Management Jodene Dunphy; Director of Public Works Eric Heidemann; Director of Community Services Audrey Denham; Fire Chief Brian Mitchell; Captain Claudia Delgado, San Diego County Sheriff's Office. (Note: Hereinafter the titles Mayor, Deputy Mayor, Councilmember, City Manager, Assistant City Manager, City Attorney and City Clerk shall be used to indicate Mayor/Chair, Deputy MayorNice Chair, Councilmember/Director, City Manager/Executive Director, City Attorney/Counsel and City Clerk/Secretary.)
PLEDGE OF ALLEGIANCE:
Deputy Mayor Maeda led the Pledge of Allegiance.
MOMENT OF SILENCE:
Mayor Vaus led a moment of silence.
PRESENTATIONS:
None.
Mayor Vaus introduced new Assistant City Manager Tracy Stevens.
Assistant City Manager Tracy Stevens addressed the Council following her introduction, noting her return to Poway after more than 30 years and expressing her enthusiasm for serving the City of Poway.
3 of 7
July 7, 2026, Item #2
City of Poway -Minutes -April 21, 2026
PUBLIC COMMENT:
Nick Carruthers commented on staff-level administrative approval processes and expressed appreciation to the Council for the adopted in-lieu fee modifications.
Allison Shammel spoke in opposition to pickleba/1 courts at The Farm and raised concerns regarding their potential health risks.
Mayor Vaus acknowledged that no plans for pickleball have been submitted to the City for review.
James Ambrose discussed residents' frustration regarding communication surrounding proposed pickleba/1 courts at The Farm and requested a new noise study.
Joe St. Lucas addressed potential fire risks associated with dual-pane windows.
CONSENT CALENDAR:
Motioned by Councilmember De Hoff, seconded by Councilmember Pikus to approve Consent Calendar Items 1 through 4. Motion carried 4/0 by the following roll-call vote:
Ayes:
Noes:
Abstained:
Absent:
Disqualified:
De Hoff, Pikus, Maeda, Vaus
None
None
None
None
1. Approval of Reading by Title Only and Waiver of Reading in Full of Ordinances on this Agenda
2. Approval of the February 3, 2026 Regular City Council Meeting Minutes
3. Acceptance of the Poway Center for the Performing Arts Sound System Replacement Project with Clair Global Integration LLC as Complete
4. Resolution No. 26-009 Approving a 2% Increase in the Regional Transportation Congestion Improvement Program Traffic Mitigation Fee for Fiscal Year 2026-27, as Required by the TransNet Ordinance
ORDINANCES FOR INTRODUCTION:
None.
PUBLIC HEARINGS:
None.
STAFF REPORTS:
5. Resolution Approving an Amended Water Rights Agreement with the City of San Diego and Authorizing an Appropriation for Retroactive Replacement Water Charges for Calendar Years 2017-2025
4 of 7
July 7, 2026, Item #2
City of Poway -Minutes -April 21, 2026
Utilities Administrator Carlos Cortes presented the item along with a PowerPoint presentation.
Mr. Cortes explained the item is intended to resolve a longstanding lapse in administration of the original 1968 agreement governing water rights within the San Dieguito River watershed.
Mr. Cortes provided background on the 1968 agreement, noting it was established in connection with the proposed construction of Poway Dam following a protest by the City of San Diego related to senior water rights. The agreement allowed the project to proceed and was based on the concept of replacement water, whereby Poway would compensate San Diego for inflows to Lake Poway. He noted over time, the parties experienced disputes regarding measurement and billing, and invoicing ceased in the early 1990s despite continued data reporting by the City of Poway.
Mr. Cortes described recent efforts to address the lapse, noting the issue was identified in 2018 and discussions with the City of San Diego led to agreed-upon terms in early 2026. He explained the parties established 2017 as the baseline year for retroactive considerations.
Staff reviewed key provisions of the amended agreement, including updated methodologies for estimating inflows in the absence of direct measurement, interim use of a proxy based on Lake Hodges inflows, and a requirement for the City of Poway to install a metering device within five years. Mr. Cortes further noted the agreement includes a retroactive lump sum settlement covering the period from 2017 through 2025, establishes a credit mechanism related to releases from the Lake Hodges Dam, and reestablishes an annual billing cycle.
Public Comment.
None.
End of Public Comment.
Council discussion ensued. Council commended the presentation and suggested historical construction photographs be displayed near the lake for public interest purposes. Council also commented on construction imagery and overall conditions at the site, noting the concept as reasonable.
Responding to Council questions, staff clarified overflow releases from Lake Hodges do not result in monetary payment and are instead addressed through a credit mechanism under the agreement. Staff confirmed such flows are not retained under the City's allocation.
Staff further explained the proposed agreement and associated project will not impact water rates, as costs were included in the Cost-of-Service Study and are already incorporated into the existing rate structure. Staff addressed seepage on the downstream side of the dam and clarified releases from Lake Hodges Dam are measured by the City of San Diego.
Motioned by Councilmember Pikus, seconded by Mayor Vaus to approve Resolution No. 26-010 entitled "A Resolution of the City Council of the City of Poway, California, Approving the Amended Water Rights Agreement with the City of San Diego and Authorizing an Appropriation for Retroactive Replacement Water Charges for Calendar Years 2017 to 2025" in the amount of $441,866 to the Water, Supply, & Storage, Replacement Water Agreement account (402060-28070). Motion carried 4/0 by the following roll-call vote:
5 of 7
July 7, 2026, Item #2
Ayes:
Noes:
Abstained:
Absent:
City of Poway -Minutes -April 21, 2026
De Hoff, Pikus, Maeda, Vaus
None
None
None
Disqualified: None
6. Density Bonus Law Overview and Summary
City Attorney Alan Fenstermacher and Director of Development Services Julie Procopio presented the item along with a PowerPoint presentation. Staff explained the purpose of the presentation was to provide an overview of State Density Bonus Law, as such projects are increasingly utilized locally and statewide.
Mr. Fenstermacher provided background on Density Bonus Law, explaining it has been in place for several decades and allows developers to exceed base zoning density when including a minimum percentage of affordable housing units. Staff noted the statute uses a formula based on affordability levels to determine allowable bonus density.
He further explained in addition to bonus density, qualifying projects may request waivers of development standards, concessions or incentives to improve financial feasibility, and reduced parking requirements subject to statutory limits. Additionally, certain projects may qualify for streamlined or ministerial processing, though environmental review under CEQA still applies.
Additionally, he explained waivers as requests from development standards such as setbacks, height, or floor area ratio, which must be supported by findings that the standards would physically preclude the project as proposed. Staff referenced recent case law reinforcing a narrower ability for cities to deny waivers where projects remain physically feasible.
He further explained concessions and incentives as non-physical development standards intended to improve project feasibility, such as modifications to parking, design requirements, or ground-floor use requirements, provided the applicant demonstrates cost reductions supporting the request.
Statutory parking provisions for density bonus projects were reviewed, it was noted that maximum parking ratios are established in State law and may be further reduced near qualifying transit, though no such transit qualifies within the City.
Responding to Council questions and discussion, staff and Council clarified affordability categories, including "very low income" units are subject to deeper affordability restrictions and may generate bonus density under different thresholds.
Mr. Fenstermacher discussed evaluation of waivers and concessions and staff reiterating denial is limited to specific findings related to public health and safety impacts or inability to meet statutory requirements.
Ms. Procopio provided local examples of density bonus implementation, highlighting several projects within the City, including senior housing, mixed-income developments, and City partnered affordable housing projects. Staff noted these projects have utilized a range of concessions to achieve affordability while maintaining project feasibility. 6 of 7
July 7, 2026, Item #2
City of Poway -Minutes -April 21, 2026
Public Comment.
Anita Edmondson spoke neutrally on Item #6, expressing support for a City-hosted public workshop.
End of Public Comment.
Council discussion ensued. Council expressed appreciation for the informational presentation and described it as sobering in its overview of State Density Bonus Law and related legal constraints. Council noted State legislation and court decisions have significantly reduced local discretion and can override locally adopted plans developed through extensive community engagement, including the Poway Road Specific Plan.
Council discussed broader statutory and legal changes affecting density bonus implementation, including impacts to parking standards, height limits, and development regulations. Council noted certain local standards may be modified or waived under State law and community character and consistency with local plans may have limited weight in certain determinations.
Council emphasized prior City planning efforts were developed in good faith but subsequent State actions have materially changed the regulatory framework governing housing development. Council concluded by underscoring the importance of understanding the current legal environment.
This was an informational item. No action was taken.
WORKSHOPS:
None.
COUNCIL-INITIATED ITEMS:
None.
COUNCIL COMMITTEE REPORTS and ANNOUNCEMENTS: Pursuant to AB1234 -(G.C. 53232(d))
Councilmember De Hoff encouraged residents to utilize the Poway City App to report maintenance and infrastructure concerns, noting reports submitted through the application are routed directly to the appropriate staff for more efficient response. He also thanked staff for their work and responsiveness.
Councilmember De Hoff requested Council concurrence to direct staff to analyze the City's current noise regulations within the municipal code, with specific consideration of noise impacts related to pickleball facilities. Mayor Vaus requested the item come back to Council once a full City Council is in place. The City Council unanimously concurred.
Councilmember Pikus reiterated the importance of using the Poway City App, noting it is the fastest way for issues to be addressed by staff. Mr. Pikus discussed a recent tour of the EDCO facility in Escondido and shared information regarding the company's recycling and composting 7 of 7
July 7, 2026, Item #2
City of Poway -Minutes -April 21, 2026
operations. He encouraged residents not to place batteries or bagged recyclables in recycling bins and highlighted the company's composting and renewable natural gas efforts.
Deputy Mayor Maeda provided an update regarding the San Dieguito River Park Joint Powers Authority (JPA) and shared the Board recently approved a recommendation requesting the City of San Diego Public Utilities Department consider raising the water level at Lake Hodges by 15 feet, subject to approval by the State. She stated the recommendation was intended to support wildfire mitigation efforts, wildlife corridors, and the bird sanctuary.
CITY MANAGER ITEMS:
City Manager Chris Hazeltine welcomed Tracy Stevens to the City's leadership team and expressed enthusiasm regarding her recent appointment as Assistant City Manager. Additionally, he shared appreciation for her returning to serve in the community where she grew up.
CITY ATTORNEY ITEMS: (Including any public report of any action taken in closed session) City Attorney Alan Fenstermacher reported no reportable action was taken.
CLOSED SESSION:
7. Public Employee Performance Evaluation
Government Code § 54957(B)(1)
Title: City Attorney
8. Public Employee Performance Evaluation
Government Code§ 54957(B)(1)
Title: City Manager
ADJOURNMENT:
The meeting was recessed into closed session at 8:23 p.m.
The meeting was adjourned at 9:23 p.m.
Carrie Gallagher, CMC
City Clerk
City of Poway, California
July 7, 2026, Item #3
DATE:
TO:
FROM:
CONTACT:
SUBJECT:
Summary:
AGENDA RE PQ RT City of Poway
July 7, 2026
Honorable Mayor and Members of the City Co1~ncil
Eric Heidemann, Director of Public Works 1 Vi
Robert Weber, P.E., Principal Civil Engineer -Utilities O• . } (858) 668-4717 or [email protected] + lfJ
CITY COUNCIL
Award of Agreement to Shade Structure, Inc. dba USA Shade & Fabric Structures for the Lake Poway Softball Field Shade Structure Utilizing Sourcewell Cooperative Purchasing Program Contract No. 101625-PLP-6
The approved Fiscal Year (FY) 2026-27 Operating Budget and Capital Improvement Program includes funding for the Lake Poway Softball Field spectator area to install a shade structure. The City of Poway (City) participates in and is a member of several cooperative purchasing organizations, including Sourcewell, formally known as National Joint Powers Alliance (NJPA), which establishes and provides nationwide competitively solicited purchasing contracts to be utilized by member agencies. Through Sourcewell Contract No. 101625-PLP-6, Shade Structure, Inc. dba USA Shade & Fabric Structures (USA Shade) presented optimal pricing for the Lake Poway Softball Field Shade Structure in the total amount of $174,544.39.
Recommended Action:
It is recommended the City Council award the Agreement for Public Facilities Renovation Lake Poway Softball Field Shade Structure to Shade Structure, Inc. dba USA Shade & Fabric Structures in the amount of $174,544.39 and authorize the City Manager to execute any necessary documents.
Discussion:
As part of the annual budget process, funds are allocated for capital projects through the Capital Improvement Program (CIP) for investment in City infrastructure, including City facilities. During the FY 2026-27 budget process, funds were allocated for the Lake Poway Softball Field Shade Structure (PK043). The Lake Poway Softball Field is undergoing renovations as part of the Clearwell Replacement Project and a new shade structure to cover the existing spectator area is recommended. The proposed shade structure will provide shade for ballfield spectators and summer camp participants and will complement the restoration work funded by the Clearwell Replacement Project which includes dugout rehabilitation, new fences, backstop, and new infield and athletic features as well as new hybrid Bermuda grass sod turf.
1 of34
July 7, 2026, Item #3
During
the
planning
phase
for
the
ballfield
shade
structure,
an
initial
sun
study
was
conducted
to
compare
shade
coverage
across
several
design
options
. The
study
found
the
proposed
structures
provided
similar
levels
of
shade
for
the
spectator
stands
during
midday
and
early
afternoon,
with
the
greatest
coverage
occurring
during
the
summer
months.
This
aligns
with
important
periods
of
facility
usage,
including
some
of
Poway's
annual
summer
camp
and
community
events.
It
should
be
noted
the
fabric
color
in
the
sun
study
is
generic;
the
actual
fabric
color
will
be
recommended
during
design
and
will
be
selected
consistent
with
the
shade
sail
at
the
nearby
playground.
The
City
is
an
active
participant
in
several
cooperative
purchasing
organizations,
including
Sourcewell.
All
agreements
offered
through
Sourcewell
have
been
awarded
via
a thorough
Request
for
Bid
{RFB)
competitive
solicitation
program
by
a public
agency/government
entity
{e.g
., state,
city,
county,
public
university
or
school
district).
The
program
provides
a
streamlined
and
effective
procurement
option
by
establishing
agreements
with
manufacturers
and
suppliers
currently
on
an
existing
multiple
award
schedule
with
a
competitive
procurement
procedure
. Section
3.28.110
of
the
Poway
Municipal
Code
permits
the
use
of
cooperative
purchasing
programs
for
procurement
of
supplies,
services,
and
equipment
when
the
administering
agency
has
made
their
purchase
in
a
competitive
manner.
Sourcewell
has
provided
optimal
pricing
from
USA
Shade
for
Lake
Poway
Softball
Field
Shade
Structure.
Based
on
the
received
quote
and
the
scope
of
work
required,
USA
Shade's
pricing
is
deemed
fair
and
reasonable,
and
the
company
is
qualified
to
undertake
the
project.
The
quote
for
USA
Shade
is
as
follows:
Item
Sourcewell
Quote
Vendor
Contract
No.
Lake
Poway
Softball
Field
101625-PLP-6
$174,544.39
USA
SHADE
&
Fabric
Shade
Structure
Structures
A
copy
of
the
quote
is
on
file
with
the Public
Works
Department.
Environmental
Review:
This
action
is
not
subject
to
review
under
the
California
Environmental
Quality
Act
{CEQA).
Fiscal
Impact:
Sufficient
funds
are
available
in
the
relevant
Capital
Improvement
Project
account
PK043
to
award
the
Agreement
for
the
recommended
amount
of
$174
,544
.39
.
The
City
proactively
planned
for
this
project
as
part
of
the
development
process
for
the
FY
2026-27
budget,
with
funds
appropriated
from
the
Capital
Projects
-Park
Improvement
Fund
(4110).
Public
Notification:
None. Attachments: A.
Standard
Agreement
for
Services
B.
Shade
Structure
Sun
Study
2 of34
July 7, 2026, Item #3
evens
Assistant City Manager
3 of34
Reviewed By:
Alan Fenstermacher
City Attorney
Chris Hazeltine
City Manager
July 7, 2026, Item #3
City of Poway
STANDARD AGREEMENT FOR SERVICES
This Agreement, entered into this 8th day of July, 2026, by and between the CITY OF POWAY (hereinafter referred to as "City") and SHADE STRUCTURE INC. dba USA SHADE & FABRIC STRUCTURES ("the Contractor").
RECITALS
WHEREAS, City desires to obtain the services for the Public Facilities Renovation Lake Poway Softball Field Shade Structure Project;
WHEREAS, Contractor has represented that Contractor possesses the necessary qualifications to provide such services; and
WHEREAS, City has authorized the preparation of an agreement to retain the services of Contractor as hereinafter set forth.
NOW, THEREFORE, IT IS MUTUALLY AGREED THAT CITY DOES HEREBY RETAIN CONTRACTOR ON THE FOLLOWING TERMS AND CONDITIONS:
1. Scope of Services.
Contractor shall provide services as described in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof.
2. Compensation and Reimbursement.
City shall compensate and reimburse Contractor as provided in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof.
3. Term of Agreement.
The term of this Agreement shall be as described in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof.
4. Termination.
This Agreement may be terminated with or without cause by City.
Termination without cause shall be effective only upon 60-day written notice to Contractor. During said 60-day period Contractor shall perform all consulting services in accordance with this Agreement. This Agreement may be terminated by City for cause in the event of a material breach of this Agreement, misrepresentation by Contractor in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by City. Termination for cause shall be effected by delivery of written notice of termination to Contractor. Such termination shall be effective upon delivery of said notice.
4of34 ATTACHMENT A
July 7, 2026, Item #3
5. Confidential Relationship.
City may from time to time communicate to Contractor certain information to enable Contractor to effectively perform the services. Contractor shall treat all such information as confidential, whether or not so identified, and shall not disclose any part thereof without the prior written consent of the City. Contractor shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services. The foregoing obligation of this Paragraph 5, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of Contractor, hereafter disclosed in publicly available sources of information; (iii) is now in the possession of Contractor without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to Contractor by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party.
Contractor shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this agreement without the prior written consent of the City. In its performance hereunder, Contractor shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation.
6. Office Space and Clerical Support.
Contractor shall provide its own office space and clerical support at its sole cost and expense.
7. Covenant Against Contingent Fees.
Contractor declares that it has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of the Agreement.
For breach of violation of this warranty, City shall have the right to annul this Agreement without liability, or, at its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.
8. Ownership of Documents.
All memoranda, reports, plans, specifications, maps, and other documents prepared or obtained under the terms of this Agreement shall be the property of City and shall be delivered to City by Contractor upon demand.
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July 7, 2026, Item #3
9. Conflict of Interest and Political Reform Act Obligations.
During the term of this Agreement Contractor shall not act as Contractor or perform services of any kind for any person or entity whose interest's conflict in any way with those of the City of Poway. Contractor shall at all times comply with the terms of the Political Reform Act and the local conflict of interest code. Contractor shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the City in which the Contractor has a financial interest as defined in Government Code Section 87103. Contractor represents that it has no knowledge of any financial interests which would require it to disqualify itself from any matter on which it might perform services for the City.
"Contractor'' means an individual who, pursuant to a contract with a state or local agency:
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(A) Makes a governmental decision whether to:
1. Approve a rate, rule or regulation;
2. Adopt or enforce a law;
3. Issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar
authorization or entitlement;
4. Authorize the City to enter into, modify, or renew a contract provided it is the type of contract that requires City approval;
5. Grant City approval to a contract that requires City approval and to which the City is a party, or to the specifications for such a contract;
6. Grant City approval to a plan, design, report, study, or similar item; and
7. Adopt, or grant City approval of, policies, standards, or guidelines for the City, or for any subdivision thereof; or (B) Serves in a staff capacity with the City and in that capacity participates in making a governmental decision as defined in the Political Reform Act and/or implementing regulations promulgated by the Fair Political Practices Commission or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City's Conflict of Interest Code.
July 7, 2026, Item #3
DISCLOSURE DETERMINATION:
~ 1. Contractor will not be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above.
No disclosure required.
D 2. Contractor will be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above. As a result, Contractor shall be required to file a Statement of Economic Interest with the City Clerk of the City of Poway in a timely manner as required by law.
Eric Heidemann, Director of Public Works
10. No Assignments.
Neither any part nor all of this Agreement may be assigned or subcontracted, except as otherwise specifically provided herein, or to which City, in its sole discretion, consents to in advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be void.
11. Maintenance of Records.
Contractor shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the agreement period and for three (3) years from the date of final payment under this Agreement, for inspection by City and copies thereof shall be furnished, if requested.
12. Independent Contractor.
At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of the City of Poway. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Contractor accomplishes such services.
13. Licenses, Permits, Etc.
Contractor represents and declares to City that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for Contractor to practice its profession.
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July 7, 2026, Item #3
14. Contractor's Insurance.
Contractor shall provide insurance as set forth in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof.
15. Indemnification.
(a) For Claims (as defined herein) other than those alleged to arise from Contractor's negligent performance of professional services, City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "lndemnitees") shall have no liability to Contractor or any other person for, and Contractor shall indemnify, protect and hold harmless lndemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses, including reasonable attorneys' fees and disbursements (collectively "Claims"), which lndemnitees may suffer or incur or to which lndemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of Contractor's negligent performance under this Agreement, or by the negligent or willful acts or omissions of Contractor, its agents, officers, directors, sub-Contractors or employees.
(b) For Claims alleged to arise from Contractor's negligent performance of professional services, lndemnitees shall have no liability to Contractor or any other person for, and Contractor shall indemnify and hold harmless lndemnitees from and against, any and all Claims that lndemnitees may suffer or incur or to which lndemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise to the extent occurring as a result of Contractor's negligent performance of any professional services under this Agreement, or by the negligent or willful acts or omissions of Contractor, its agents, officers, directors, sub-Contractors or employees, committed in performing any of professional services under this Agreement. For Claims alleged to arise from Contractor's professional services, Contractor's defense obligation to lndemnitees shall include only the reimbursement of reasonable defense costs and attorneys' fees to the extent caused by Contractor's negligence.
(c) The foregoing obligations of Contractor shall not apply to the extent that the Claims arise from the sole negligence or willful misconduct of City or its elected and appointed boards, officials, officers, agents, employees and volunteers. (d) In any and all Claims against City by any employees of the Contractor, anyone directly or indirectly employed by it or anyone for whose acts it may be liable, the indemnification obligation under this Section 15 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor under worker's compensation acts, disability benefit acts or other employee benefit acts.
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July 7, 2026, Item #3
(e) Contractor shall, upon receipt of written notice of any Claim, promptly take all action necessary to make a claim under any applicable insurance policy or policies Contractor is carrying and maintaining; however, if Contractor fails to take such action as is necessary to make a claim under any such insurance policy, Contractor shall reimburse City for any and all costs, charges, expenses, damages and liabilities incurred by City in making any claim on behalf of Contractor under any insurance policy or policies required pursuant to this Agreement.
(f) The obligations described in Section 15(a) through (e) above shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person indemnified pursuant to this Section
15. (g) The rights and obligations of the parties described in this Section 15 shall survive the termination of this Agreement.
16. Assumption of Risk.
Except for injuries to persons caused by the willful misconduct of any lndemnitee and not covered by insurance maintained, or required by this Agreement to be maintained, by Contractor: (a) Contractor hereby assumes the risk of any and all injury and damage to the personnel (including death) and property of Contractor that occurs in the course of, or in connection with, the performance of Contractor's obligations under this Agreement, including but not limited to Contractor's Scope of Services; and (b) it is hereby agreed that the lndemnitees are not to be liable for injury or damage which may be sustained by the person, goods or property of Contractor or its employees in connection with Contractor's performance its obligations under this Agreement, including but not limited to Contractor's Scope of Services.
17. Contractor Not an Agent.
Except as City may specify in writing, Contractor shall have no authority, expressed or implied, to act on behalf of City in any capacity whatsoever as an agent.
Contractor shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
18. Personnel.
Contractor shall assign qualified and certified personnel to perform requested services. The City shall have the right to review and disapprove personnel for assignment to Poway projects.
City shall have the unrestricted right to order the removal of any person(s) assigned by Contractor by giving oral or written notice to Contractor to such effect.
Contractor's personnel shall at all times comply with City's drug and alcohol policies then in effect.
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July 7, 2026, Item #3
19. Notices.
Notices shall be given as described on Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof.
20. Governing Law, Forum Selection and Attorneys' Fees.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Each party to this Agreement consents to personal jurisdiction in San Diego County, California, and hereby authorizes and accepts service of process sufficient for personal jurisdiction by first class mail, registered or certified, postage prepaid, to its address for giving notice as set forth in Exhibit "A" hereto. Any action to enforce or interpret the terms or conditions of this Agreement shall be brought in the Superior Court in San Diego County, Central Division, unless the parties mutually agree to submit their dispute to arbitration. Contractor hereby waives any right to remove any such action from San Diego County as is otherwise permitted by California Code of Civil Procedure section 394. The prevailing party in any such action or proceeding shall be entitled to recover all of its reasonable litigation expenses, including its expert fees, attorneys' fees, courts costs, arbitration costs, and any other fees. Notwithstanding the foregoing, in the event that the subject of such an action is compensation claimed by Contractor in the event of termination, Contractor's damages shall be limited to compensation for the 60-day period for which Contractor would have been entitled to receive compensation if terminated without cause, and neither party shall be entitled to recover their litigation expenses.
21. Gender.
Whether referred to in the masculine, feminine, or as "it," "Contractor" shall mean the individual or corporate Contractor and any and all employees of Contractor providing services hereunder.
22. Counterparts.
This Agreement (and any amendments) may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Documents delivered by telephonic facsimile transmission shall be valid and binding.
23. Entire Agreement.
This Agreement shall constitute the entire understanding between Contractor and City relating to the terms and conditions of the services to be performed by Contractor. No agreements, representations or promises made by either party, whether oral or in writing, shall be of any force or effect unless it is in writing and executed by the party to be bound thereby.
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July 7, 2026, Item #3
24. Certification and Indemnification Regarding Public Employees' Retirement Law/Pension Reform Act of 2013.
Contractor hereby certifies that all persons providing services to City by Contractor are not current members of the California Public Employees' Retirement System (CalPERS) and shall not become members of CalPERS while providing services to City.
Contractor further provides that in the event Contractor assigns a retired annuitant receiving a pension benefit from CalPERS to perform services for City, the retired annuitant is in full compliance with Government Code section 7522.56. A copy of Government Code section 7522.56 is attached hereto as Exhibit "B." Further, Contractor hereby fully and unconditionally indemnifies City from all penalties, fees, employer and employee contributions, or any other assessments imposed by CalPERS in the event CalPERS determines the person assigned by Contractor to provide services to City has been misclassified.
25. Severability.
If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect. (Remainder of page intentionally left blank)
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July 7, 2026, Item #3
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written.
CITY OF POWAY
By:-----------
Chris Hazeltine, City Manager
ATTEST:
Carrie Gallagher, City Clerk
APPROVED AS TO FORM:
By:-----------
Alan Fenstermacher, City Attorney
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SHADE STRUCTURE INC. OBA USA SHADE
& FABRIC STRUCUTRES
By:------------
Mario Gomes, Regional Sales
Manager
July 7, 2026, Item #3
"SPECIAL PROVISIONS"
EXHIBIT "A"
A. Scope of Services.
Contractor agrees to provide the services for the Public Facilities Renovation Lake Poway Softball Field Shade Structure Project as required by City, further described in the Agreement, which is included in this document as Attachment 1, and incorporated by reference, as if its contents were fully set forth herein. Contractor shall provide the necessary qualified personnel to perform the services.
8. Compensation and Reimbursement.
City shall pay Contractor a fee in accordance with the Fee Proposals submitted in writing on June 17, 2026, which is included in this document as Attachment 1. Total fee is not to exceed $174,544.39. Contractor's fee shall include, and Contractor shall be responsible for the payment of all federal, state, and local taxes of any kind which are attributable to the compensation received.
In addition to said consulting fee, Contractor shall be reimbursed for all reasonable expenses, including lodging, telephone, and travel (air, auto, rail) necessarily incurred in performance of the services. Contractor shall bill City for such expenses as incurred, referencing this Agreement. All expenses shall be itemized and supported by receipts for amounts in excess of Twenty-Five Dollars ($25.00). Statements for reimbursement of expenses shall be paid within ten (10) days of approval by City. All air travel shall be billed at coach or special fare rates. Reimbursement for lodging is limited to travel from outside of San Diego County. Contractor shall receive prior authorization for air travel and lodging expenses. All other expenses shall be reimbursed in accordance with City's cash disbursement policies in effect at the time incurred.
C. Term of Agreement.
This Agreement shall be effective from the period commencing July 8, 2026, and ending July 7, 2027, unless sooner terminated by City as provided in the section of this Agreement entitled "Termination." Upon expiration or termination of this Agreement, Contractor shall return to City any and all equipment, documents or materials and all copies made thereof which Contractor received from City or produced for City for the purposes of this Agreement.
D. Contractor's Insurance.
1 . Coverages:
Contractor shall obtain and maintain during the life of this Agreement all of the following insurance coverages:
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July 7, 2026, Item #3
(a) Comprehensive General Liability, including premises- operations, products/completed, broad form property damage, and blanket contractual liability with the following coverages: General Liability $1,000,000 Bodily Injury and Property Damage combined each occurrence and $2,000,000 aggregate. (b) Automobile Liability, including owned, hired, and non-owned vehicles: $1,000,000 combined single limit.
(c) Workers' Compensation insurance in statutory amount. All of the endorsements which are required above shall be obtained for the policy of Workers' Compensation insurance.
2. Endorsements:
Endorsements shall be obtained so that each policy contains the following three provisions:
(a) Additional Insured. (Not required for Professional Errors and Omissions Liability Insurance or Workers' Compensation.) "City of Poway and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City."
(b) Notice.
"Said policy shall not terminate, nor shall it be canceled, until thirty (30) days after written notice is given to City."
(c) Primary Coverage.
"The policy provides primary coverage to City and its elected and appointed boards, officers, agents, and employees. It is not secondary or in any way subordinate to any other insurance or coverage maintained by City."
3. Insurance Certificates:
Contractor shall provide City certificates of insurance showing the insurance coverages described in the paragraphs above, in a form and content approved by City, prior to beginning work under this Agreement.
E. Notices.
All notices, billings and payments hereunder shall be in writing and sent to the following addresses:
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July 7, 2026, Item #3
To City:
To Contractor:
15 of 34
City of Poway
P.O. Box 789
Poway, CA 92074
Shade Structure Inc. dba USA Shade &
Fabric Structures
1085 N. Main Street Suite C
Orange, CA 92867
July 7, 2026, Item #3
ATTACHMENT 1
USASHADE'"
Lake Poway Softball Field
Priced per SOURCEWELL Contract Number 101625-PLP-6
7/7/26
Pricing Valid for 15 Days
r:----.·... 1-,.. • • ,•••.,1 .. ····t ~ -,:· .. 1··-···· .· -.,,, .,_,_ · ., -. -I"! ~'-·r7:,-----....---.. --.-----. --,--~1 ; Project·lnf<irmatioil: ,::r,, ..... ;:: . • ·,·. ·',' :·.', . -• . ; : • . ' ' :· •·' ' :.:...:. ::; Sales.Information:· : .. . .. . •• ': 'l (."__'.:~ .,._f1~-~1i. ~:-~ .... -_ _:~-±.,. :J.i~i'~~:.-..: ...... ....,li.~•..l.:~~-:t..:.'."-,1;.._,t, .. .'_:_ .. ~~.:~.:.---~-• ._Li: ...... -.~ .... ~ .. ~~ :~fr.!.:_:. <J-_·,~:l.:1....1_1!}._~/.~' _ _, __ .. _;:_:::~..::.-:...!~-~_ .. ,, .. _,iJ Purchaser: City Of Poway Contact: Weber, Rob Sales Gomes, Mario Rep:
Project Lake Poway Softball Field Phone: (858) 668-4717 Phone: (619) 838-4489 Name:
Quote No: CA1225MG26274-R0 Email: [email protected] Email: Mario.Gomes@USA- Shade.com
~~.,. ---.---_ .. -·i:,-.,-, .. __ : , ... --~~~-~--.,-.... --·,r-~ T"':"' :..-,~---_ .. --------.J..,-.. -~r.--. .... -~ ,.-_-~-._ ---·_ -.~_ --·--· .. -.,,-.1 ,:;Billing A~dr.ess l_nformati6n:· : ' •• :· :: Shipping Addres$·1nformation: • , f Jol:isite lnformati~n:· ' • 1 1.1.. __ • __ •··♦ r, .. __ •' 0,.-.'..i" '-~M:..:...,.;. • ___ __.__· I L,. ___ ~ ............. i ..-_......:..::__.._,• ~--'-•• _,__ 0 •' •·--•-,,_• 0 _........__,i , __ • ... ~-------•-j O • -::..:i_ ... ~••••-'--4•-4 • ~ Name: City Of Poway
Address:
City:
State:
Zip Code:
Contact: Weber, Rob
Email: [email protected]
Phone: (858) 668-4717
CORPORATE ADDRESS:
2580 Esters Blvd., Suite 100 DFW
Airport, TX 75261
SOUTHERN CALIFORNIA:
1085 N. Main Street, Suite C
Orange, CA 92867
Name: Southern California
Address: 1085 N. Main Street,
Suite C Orange
City: Orange
State: CA
Zip Code: 92867
Contact: Luis Araujo
Email: luis.araujo@usa-
shade.com
Phone: (714) 920-5309
MAILING ADDRESS:
P.O. Box 3467Coppel, TX 75019
ARIZONA:
2415 S. 18th Place
Phoenix, AZ 8S024
Name:
Address:
City:
State:
Zip Code:
Contact:
Email:
Phone:
Lake Poway Softball Field
14644 Lake Poway Road
Poway
CA
92064
Weber, Rob
[email protected]
(858) 668-4717
REMITTANCE ADDRESS:
P.O. Box 734158 Dallas, TX 75373-
4158
LAS VEGAS:
3111 Sa. Valley View Blvd. Suite 8-117
Las Vegas, NV 89102
NOTE: This message is intended only for the use of the individual to whom it is addressed, and contains information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, or the employee or agent responsible for delivering this message to the intended recipient, you are hereby notified that any unauthorized disclosure, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by phone and return the original message to the applicable address above.
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www.usa-shade.com 800-966-5005
July 7, 2026, Item #3
USA
SHADE·
-
•
•
Custom
Joined
Canti
Winged
Cable
$72,196
.46
Less
10%
Sourcewell
Discount
<$7
,219.64>
Unit
Subtotal:
$64,976.82
Shipp
ing
and
Handling
:
$8,730.49
Taxable
Subtotal:
$73,707.31
Sales
Tax@
7.75%:
$5,712
.31
Equipment
Installation:
$61,366.99
Site
Preparation:
$8,593.07
Planning
and
Des
ign
Services:
$12,689.25
Engineer
ing:
$6,062
.83
Stamped
Engineering
Drawings:
$3,000
.00
Bonding
:
$3,422
.63
,----,--,--------1
$174,544.39
Included
Sealed
Drawings
&
Calculations
Included
Prevailing
Wage/
Certified
Payroll
Excluded
Permit
Submittal
Excluded
Union
Wages
Excluded
Permit
Fee
Included
Fencing
Excluded
DSA
Submittal
&
Fees
Excluded
Water
and
Electrical
Included
Design
and
Engineering
of
Structure
Excluded
Landscape
Repair
Included
Design
and
Engineering
of
Foundat
ion
Excluded
Demolit
ion
(Existing
Structures)
Excluded
Reactions
and
Loads
for
attachment
to
Walls,
Excluded
Payment
and
Performance
Bonds
Rooftops,
or
Other
Excluded
Foundation
Location
and
Elevat
ion
Survey
Excluded
Special
Inspection
Fees
17 of
34 www.usa-shade
.com
800
-966-5005
July 7, 2026, Item #3
USASHADE•J
Construction Assumptions
1) The designated area for our structures will be accessible by drive-up for unloading of our trucks and equipment, including personnel man-lifts, forklifts, etc. Should a crane be required and direct access not available, additional costs for such will be submitted by a Change Order. 2) Our pricing is based on the ability to perform all of our work with clear, sequential, and continuous access without interruption during normal daytime working hours. We have assumed one mobilization for the installation of foundations, steel and fabric; if additional mobilizations are required, there will be an additional charge. We will require exclusive access to the area for our work during the construction process. 3) Our pricing does not include daily site delays accessing the work areas. USA SHADE will submit a Change Order for any delays caused by other trades which interfere or cause us to stop working.
4) We will require site sanitary facilities and refuse containers by others within 200 feet of our work.
5) USA SHADE will leave its work and materials in a clean condition at the conclusion of our work. 6) Barricades and public security requirements are not included. 7) Unless specifically included in this proposal, this agreement does not include, and Company will not provide, services, labor, or materials for any of the following work: (a) removal and disposal of any materials containing asbestos or any hazardous materials as defined by the EPA; (b) moving Owner's property around the installation site; (c) repair or replacement of any Purchaser or Owner-supplied materials; or (d) repair of damage to existing surfaces that may occur when construction equipment and vehicles are being used in the normal course of construction.
8) Pricing for foundation design is based on drilled pier footings. In the event the geotechnical report requires an alternate configuration, any additional costs incurred will be submitted to the client by a Change Order.
9) Digging of our foundations will not be constrained by any existing concrete or utilities. USA SHADE will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation. 10) Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair, resulting in delay, will result in additional charges unless they are detailed on as-built site drawings provided to USA SHADE or marked on the ground and communicated to USA SHADE in writing prior to installation. 18 of34
www.usa-shade.com 800-966-5005
July 7, 2026, Item #3
USASHADE.,.
GENERAL TERMS & CONDITIONS AND WARRANTY
1) Proposal: The above proposal is valid for 15 days from the date first set forth above. After 15 days, we reserve the right to increase prices due to the rise in cost of raw materials, fuel, or other cost increases. When applicable, USA SHADE & Fabric Structures reserves the right to implement a surcharge for significant increases in raw materials, including, but not limited to; fuel, steel, and concrete. Due to the duration of time between proposals, contracts, and final installation, USA SHADE & Fabric Structures reserves the right to implement this surcharge, when applicable.
2) Purchase: By executing this proposal, or submitting a purchase order pursuant to this proposal (which shall incorporate the terms of this agreement specifically by reference) which is accepted by USA SHADE & Fabric Structures (the "Company"), the purchaser identified above ("you" or the "Purchaser") agrees to purchase Shade Structures brand shade structures ("Structures") and the services to be provided by the Company, as detailed in the "Structure Pricing" and "General Scope of Work" sections of this agreement, above, or in the relevant purchase order accepted by the Company, for use by Purchaser or for installation by Company or Purchaser on behalf of a third-party who will be the ultimate owner of the Structures (the ultimate owner of a Structure, whether Purchaser or a third-party, being the "Owner"). 3) Short Ship Claims: Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its sales representative. Company will not honor claims made after this time.
4) Short Ship Claims: Purchaser has 15 days from receipt of the structures to file a short ship report in writing to its sales representative. Company will not honor claims made after this time.
5) Bonding Guidelines: If Purchaser will use or provide the Structures and Services for an Owner other than Purchaser (including, without limitation, as a subcontractor of Purchaser), Purchaser will include the following statement in Purchaser's contract with Owner:
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"The manufacturer's warranty for the Shade Structures brand shade structures is a separate document between USA SHADE & Fabric Structures and the ultimate owner of the Shade Structures brand shade structures, which will be provided to the ultimate owner at the time of completion of the installation and other services to be provided by USA SHADE & Fabric Structures. Due to surety requirements, any performance and/or payment bond will cover only the first year of the USA SHADE & Fabric Structures warranty."
www.usa-shade.com 800-966-5005
July 7, 2026, Item #3
USA
SHADE
•o
6)
Insurance
Requirements
: Company
is
not
required
to
provide
any
insurance
coverage
in
excess
of
Company's
standard
insurance.
A
copy
of
theCompany's
standard
insurance
is
available
for
your
review
prior
to
acceptance
of
the
Company's
proposal.
7)
Payment:
Terms
of
payment
are
defined
in
the
"Pricing
Details"
section
and
are
specific
to
this
contract.
For
purposes
of
this
agreement,
"Completion"
is
defined
as
being
the
point
at
which
the
Structure
is
suitable
for
its
intended
use,
the
issue
of
occupancy
consent,
or
a final
build
ing
department
approval
is
issued,
whichever
occurs
first.
Progress
billing
and
payment
will
be
requ
ired.
All
payments
must
be
made
to
Shade
Structures
, Inc.,
P.O.
Box
734158,
Dallas
, TX
75373-4158.
Company
may
use
all
remedies
available
to
it under
current
laws
including,
but
not
limited
to,
filing
of
liens
against
the
property
and
using
a collection
agency
or
the
courts
to
secure
the
collection
of
the
outstanding
debt
.
8)
Lien
Releases:
Upon
request
by
Owner,
Company
will
issue
appropriate
partial
lien
releases
as
corresponding
payments
are
received
from
Purchaser,
but
prior
to
receiving
final
payment
from
Purchaser
or
Owner.
Company
will
provide
a full
release
of
liens
upon
receipt
of
final
payment.
In
accordancewith
state
laws,
Company
reserves
the
right
to
place
a
lien
on
the
property
if final
payment
has
not
been
received
10 days
prior
to
the
filing
deadline
for
liens.
9)
Site
Plan
Approval,
Permit/s,
Permit
Fees,
Plans,
Engineering
Drawings,
and
Surveying:
Site
plan
approval,
permits,
permit
fees,
plans,
engineering
drawings,
and
surveying
are
specifically
excluded
from
this
agreement
and
the
Services
unless
specified
under
the
"General
Scope
of
Work"
. The
Company
does
not
in
any
way
warrant
or
represent
that
a
permit
or
site
plan
approval
for
construction
will
be
obtained.
Sealed
engineered
drawings
that
are
required
but
not
included
in
the
"General
Scope
of
Work"
will
result
in
an
additional
cost
to
Purchaser.
10)
Manufacturing
&
Delivery:
Manufacturing
lead-time
from
Company's
receipt
of
the
"Notice
To
Proceed"
is
approximately
6 to
8 weeks
for
standard
structures,
and
8 to
12 weeks
for
custom
structures.
Delivery
is
approximately
1 week
thereafter.
Delivery
of
structures
may
be
prior
to
or
at
start
of
assembly.
Please
note
that
these
timelines
do
not
include
approval
or
permitting
timeframes.
11}
Return Policy
for
USA
Shade
: At
USA
Shade
, we
strive
to
provide
high-quality
shade
structures
that
are
built
to
order
and
tailored
to
meet
the
unique
needs
of
our
customers
. Due
to
the
nature
of
our
business
and
the
customization
involved,
we
have
implemented
the
following
return
policy:
20 of
34 1.
No
Cancellations
or
Changes:
Once
an
order
has
been
released
for
production
, we
cannot
accept
any
cancellations
or
changes
to
the
order.
It is
crucial
for
customers
to
rev
iew
their
order
details
carefully
before
finalizing
the
purchase
.
2. No
Returns:
Due
to
the
customized
nature
of
our
shade
structures,
we
do
not
accept
returns.
Once
the
order
has
been
delivered
and
installed,
it
is
considered
a final
sale
. We
encourage
customers
to
thoroughly
assess
their
requirements
and
specifications
before
ordering.
3. Product
Quality
Assurance:
We
take
pride
in
deliver
ing
high-quality
shade
structures
that
meet
industry
standards.
Our
products
undergo
rigorous
quality
control
measures
to
ensure
they
meet
or
exceed
customer
expectations.
In
the
www.usa-shade
.com
800-966-5005
July 7, 2026, Item #3
USASHADE.,
unlikely event that there is a manufacturing defect or an issue with the product, please get in touch with our customer service department immediately for assistance.
4. Warranty Coverage: Our shade structures are backed by a warranty against manufacturing defects or material faults. If you encounter any issues the warranty covers, please take a look at our warranty policy for more instructions on how to proceed.
5. Customer Support: We are committed to providing excellent customer service throughout your purchasing journey. If you have any questions or concerns or need help with your order, our dedicated customer support team is here to help. Don't hesitate to contact us via phone, email, or our website's contact form, and we will gladly assist you.
It is essential for customers to understand and acknowledge these terms and conditions before placing an order with USA Shade. Customers agree to abide by this return policy by proceeding with a purchase.
12) Concealed Conditions: "Concealed conditions" include, without limitation, water, gas, sprinkler, electrical and sewage lines, post tension cables, and steel rebar. This agreement is based solely on observations the Company was able to make either by visual inspection or by drawings and/or plans submitted by Owner at the time this agreement was bid. If additional Concealed Conditions are discovered once work has commenced, which were not visible at the time this proposal was bid, Company will stop work and indicate these unforeseen Concealed Conditions to Purchaser or Owner so that Purchaser and Company can execute a Change Order for any additional work. In any event, any damage caused by or to unforeseen Concealed Conditions is the sole responsibility of the Purchaser and Company shall not be held liable for any such damage. Soil conditions are assumed to be soil that does not contain any water, hard rock (such as limestone, caliche, etc.), rocks larger than 4 inches in diameter, or any other condition that will require additional labor, equipment and/or materials not specified by the Purchaser or Owner in the bidding process. Any condition requiring additional labor, equipment, and/or materials to complete the drilling or concrete operations will require a Change Order before Company will complete the process. Price quotes are based on a drilled pier footing. Any variation will incur additional charges (i.e. spread footings, concrete mat, sand, water, landfill, etc.). Costs for footing and installation do not include any allowance for extending below frost lines (the additional costs for which vary by geographical region) 13) Changes in the Work: During the course of this project, Purchaser may order changes in the work (both additions and deletions). Additionally, an approving agency may require changes in the work from the original design or engineering quoted and provided by the Company (both additions and deletions.) The cost of these changes will be determined by the Company, and a Change Order form must be completed and signed by both the Purchaser and the Company, which will detail the "General Scope of the Change Order". Should any Change Order be essential to the completion of the project, and the Purchaser refuses to authorize such Change Order, then Company will be deemed to have performed its part of the project, and the project and services will be terminated. Upon such termination, Company will submit a final billing to Purchaser for payment, less a labor allowance for work not performed but including additional charges incurred due to the stoppage. No credit will be allowed for materials sold and supplied, which will remain the property of the Purchaser. 21 of34
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July 7, 2026, Item #3
USASHADE.,
14) Indemnification: To the fullest extent permitted by law, Purchaser shall indemnify, defend, and hold harmless the Company and its consultants, agents, and employees or any of them from and against claims, damages, losses and expenses, including, but not limited to, attorneys' fees related to the installation of the Structure or performance of the services, provided that such claim, damage, loss, or expense is attributable to bodily injury to, sickness, disease, or death of a person, or to injury to or destruction of tangible property, but only to the extent caused by the negligent acts or omissions of the Purchaser or its agents, employees, or subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in Section 15.
15) Statement of Limited Warranty:
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• The structural integrity of all supplied steel is warranted for ten years. • If assembly is provided by the Company, workmanship of the structure is covered for one year, including labor for the removal of any failed part, disassembly (if necessary), cost of shipping, and reassembly.
• All steel surface finishes are warranted for one year. • Shadesure'", Colourshade® FR, extreme 32'", Commercial 95'", SaFRshade'", and Monotec 370'" fabrics all carry a ten year limited manufacturer's warranty against failure from significant fading, deterioration, breakdown, outdoor heat, cold, or discoloration. Should the fabric need to be replaced under the warranty, the Company will manufacture and ship a new replacement fabric at no charge for the first six years, thereafter pro-rated at 20% per year over the remaining four years. The following are exceptions to the preceding warranty terms:
o Shadesure'" fabrics in Red, Yellow, Atomic Orange, Electric Purple, Zesty Lime, Cinnamon, Olive, and Mulberry carry a five year pro-rated o Fabric tops attached to Coolbrella'" structures carry a three year warranty;
o Individual fabric tops measuring greater than 40' in length are covered by a non-prorated five year warranty;
o Precontraint 502™ waterproof membrane is subject to an eight year pro rated warranty.
• Sewing thread is warranted for ten years.
• These limited warranties are effective from the date of sale, or, if assembly is provided by the Company, upon receipt by Company from Purchaser of a completed and signed "Customer Checklist and Sign-off" form.
• In its sole discretion, the Company will repair and or/replace defective structures, products or workmanship, or refund that portion of the price related to the defective product, labor, or service rendered.
• The Company reserves the right, in cases where certain fabric colors have been discontinued, to offer the Purchaser or Owner a choice of available alternative colors www.usa-shade.com 800-966-5005
July 7, 2026, Item #3
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USASHADE.,
to replace the warranted fabric. The Company does not guarantee that any particular color will be available for any period of time, and reserves the right to discontinue any color for any reason, without recourse by the Purchaser or Owner of the discontinued fabric color.
• Should the Purchaser or Owner sell the structures to another party, the warranty cannot be transferred to the new owner without a complete and thorough on-site inspection performed by a Company representative. Please contact the Company at [email protected] for more details.
• All warranty claims covering Company supplied structures, products, and services must be submitted by Purchaser or Owner in writing to the Company within thirty days from the date of discovery of the alleged defect and must include a detailed description and applicable photographs of the alleged defect or problem. Warranty claims should be submitted by email to [email protected]. • Purchaser or Owner agrees that venue for any court action to enforce these limited warranties shall be in the City or County of Dallas in the State ofTexas, USA. • These limited warranties are void if:
o the supplied structures, products, services and/or labor are not paid for in full;
o the structures are not assembled in strict compliance with USA SHADE specifications;
o any changes, modifications, additions, or attachments are made to the structures in any way, without prior written approval from the Company.
Specifically, no signs, objects, fans, light fixtures, etc. may be hung from the structures, unless specifically engineered by the Company. • These limited warranties do not cover defects and/or damages caused by:
o normal wear and tear;
o misuse, willful or intentional damage, vandalism, contact with chemicals, cuts and Acts of God (i.e. tornado, hurricane, micro/macros burst, earthquake, wildfires, etc.);
o ice, snow or wind loads in excess of the designed load parameters engineered for the supplied structures;
o use, maintenance, neglect, repair, and/or service inconsistent with the Company's written care and maintenance instructions, provided with the order.
• The limited warranties explicitly exclude:
o workmanship related to assembly not provided by the Company or its agents;
o fabric curtains, valances, and flat vertical panels;
o fabric tops installed on structures that were not engineered and originally supplied by the Company.
www.usa-shade.com 800-966-5005
July 7, 2026, Item #3
USASHADE'"•
• THE COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL,
SPECIAL, LIQUIDATED, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF
REVENUE, PROFIT, USE OR GOODWILL, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, ARISING OUT OF A
BREACH OF THIS WARRANTY OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, OPERATION OR REPAIR OF ANY PRODUCT OR SERVICE. IN NO
EVENT WILL THE COMPANY BE LIABLE FOR ANY AMOUNT GREATER THAN THE PURCHASE PRICE FOR ANY PRODUCT OR SERVICE PROVIDED BY THE COMPANY. • THE FOREGOING LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY FOR
THE COMPANY'S PRODUCTS AND SERVICES, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT. SELLER SPECIFICALLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR USE OR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR PERFORMANCE OR TRADE USAGE. PURCHASER, BY
ACCEPTANCE AND USE OF THIS LIMITED WARRANTY, WAIVES ANY RIGHTS IT WOULD
OTHERWISE HAVE TO CLAIM OR ASSERT THAT THIS LIMITED WARRANTY FAILS OFITS ESSENTIAL PURPOSE.
Colourshade., and extreme 32"' are registered trademarks of Multiknit Pty. Ltd.
Commercial 95"' and SaFRshade'" are registered trademarks of Gale Pacific USA Inc Monotec 370'" is a registered trademark of PRO-KNIT Industries Pty. Ltd.
Precontraint 502'" is a registered trademark of Serge Ferrari North America, Inc. 16} Assembly/Installation:
• Company will notify Purchaser of the scheduled assembly date. Owner agrees to have an owner representative meet the assembly crew at the job site on the scheduled assembly date to verify the exact location where the structure(s) is to be placed. • Labor for the removal, assembly, and/or freight charges will only be covered by Company in instances where the structures supplied and installed by Company are determined by the Company to be defective. In all cases where structures are not installed by Company, all labor for the removal, assembly, and/or freight of the structures will be the Purchaser's responsibility.
• Installation prices are based on a single mobilization charge. If additional mobilizations are required, there will be additional charges.
• If the requested services require Company access to Owner's premises, Company will be provided access to the Owner's premises free and clear of debris, automobiles, or other interference Monday~ Friday during the hours of 8:00am to 6:00pm, and Company will have access to water and electrical facilities during installation. Additional charges will apply if utilities are not easily accessible. Where applicable, all vehicles will be moved prior to Company's crew beginning any installation.
• Company will not be responsible for moving or repairing any underground utility lines such as electrical, telephone, gas, water, or sprinkler lines that may be encountered during installation.
• Any additional costs incurred as a result of hard rock conditions requiring extra equipment, utility removal or repair resulting in delay will result in additional charges unless they are 24 of34
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July 7, 2026, Item #3
USASHADE·~
detailed on as-built site drawings provided to Company or marked on the ground and communicated to Company in writing prior to fabrication and installation. 17) Installation/Assembly on-site: Where installation/assembly is part of the services, Purchaser must provide the Company with a detailed drawing prepared by or for the Owner showing exactly where the structures are to be assembled as well as detailing any obstacles or other impediments that may cause the assembly process to be more difficult. Any fixture(s), e.g., playground, pools, etc., that the structures are to be assembled over must also be detailed, along with their peak heights (if applicable).
18) Site/Use Review by Purchaser: Company relies on the Purchaser to determine that the structures ordered are appropriate and safe for the Owner's installation site and/or intended use. Company is not responsible for damages or injuries resulting from collisions by moving objects or persons with the structure post(s). Company can recommend, or supply at additional cost, padding for posts from a third party manufacturer. 19) Preparatory Work: Where installation/assembly is part of the services and in the event that the foundation or job site is not suitable or ready for assembly to begin on the scheduled day, a Delay of Order notification must be sent to Company at least 4 working days prior, in order to allow Company to reschedule the project. In the event that Company is not notified and incurs an expense in attempting to execute the assembly, a re-mobilization charge may be charged to Purchaser before Company will reschedule the assembly.
20) Delegation: Subcontractors: The services and the manufacturing and assembly of the structures may be performed by subcontractors under appropriate agreements with the Company.
21) Force Majeure: Impracticability: The Company shall not be charged with any loss or damage for failure or delay in delivering or assembling of the structures when such failure or delay is due to any cause beyond the control of the Company, due to compliance with governmental regulations or orders, or due to any Acts of God, strikes, lockouts, slowdowns, wars, or shortages in transportation, materials or labor.
22) Dispute Resolution: Any controversy or claim arising out of or related to this agreement must be settled by binding arbitration administered in Dallas, TX by a single arbitrator selected by the parties or by the American Arbitration Association, and conducted in accordance with the construction industry arbitration rules. Judgment upon the award may be entered in any court having jurisdiction thereof.
23) Entire Agreement; No Reliance: This agreement represents and contains the entire agreement between the parties. Prior discussion or verbal representations by the parties that are not contained in this agreement are not part of this agreement. Purchaser hereby acknowledges that it has not received or relied upon any statements or representations by Company or its agents which are not expressly stipulated herein, including without limitation any statements as to the structures, warranties, or services provided hereunder. 24) No Third-Party Beneficiaries: This agreement creates no third-party rights or obligations between Company and any other person, including any Owner who is not also a Purchaser. It is 25 of 34
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July 7, 2026, Item #3
USASHADE.,
understood and agreed that the parties do not intend that any third party should be a beneficiary of this agreement.
25) Governing Law: The agreement will be construed and enforced in accordance with the laws of the State of Texas.
26) Assignment: Purchaser may not assign this agreement, by operation of law or otherwise, without the prior written consent of Company. The agreement shall be binding upon and insure to the benefit of the Company and the Purchaser, and their successors and permitted assigns. 27) Electronic Signatures. Each party agrees that the electronic signatures of the parties to this Agreement, whether digital or encrypted, including but not limited to the use of a typed name, are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including but not limited to typed or email electronic signatures.
PURCHASER:
Signature:
By:
Title:
Date:
NOTE: All purchase orders and contracts should be drafted in the name of Shade Structures, Inc.
26 of 34
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July 7, 2026, Item #3
EXHIBIT "B"
Cal Gov Code§ 7522.56
Deering's California Codes are current through all 1016 chapters of the 2018 Regular Session and the November 6, 2018 Ballot Measures.
Deering's California Codes Annotated> GOVERNMENT CODE> Title 1 General> Division 7 Miscellaneous > Chapter 21 Public Pension and Retirement Plans > Article 4 California Public Employees' Pension Reform Act of 2013
§ 7522.56. Provisions applicable to person receiving pension benefit from public retirement system; Section supersedes conflicting provisions (a)This section shall apply to any person who is receiving a pension benefit from a public retirement system and shall supersede any other provision in conflict with this section.
(b) A retired person shall not serve, be employed by, or be employed through a contract directly by, a public employer in the same public retirement system from which the retiree receives the benefit without reinstatement from retirement, except as permitted by this section.
(c) A person who retires from a public employer may serve without reinstatement from retirement or loss or interruption of benefits provided by the retirement system upon appointment by the appointing power of a public employer either during an emergency to prevent stoppage of public business or because the retired person has skills needed to perform work of limited duration.
(d ) Appointments of the person authorized under this section shall not exceed a total for all employers in that public retirement system of 960 hours or other equivalent limit, in a calendar or fiscal year, depending on the administrator of the system. The rate of pay for the employment shall not be less than the minimum, nor exceed the maximum, paid by the employer to other employees _performing comparable duties, divided by 173.333 to equal an hourly rate. A retired person whose employment without reinstatement is authorized by this section shall acquire no service credit or retirement rights under this section with respect to the employment unless he or she reinstates from retirement. (e)
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(1 )Notwithstanding subdivision (c), any retired person shall not be eligible to serve or be employed by a public employer if, during the 12-month period prior to an appointment described in this section, the retired person received July 7, 2026, Item #3
any unemployment insurance compensation arising out of prior employment subject to this section with
a public employer. A retiree shall certify in writing to the employer upon accepting an offer of employment that he or she is in compliance with this requirement.
(2)A retired person who accepts an appointment after receiving unemployment insurance compensation as described in this subdivision shall terminate that employment on the last day of the current pay period and shall not be eligible for reappointment subject to this section for a period of 12 months following the last day of employment.
(f)A retired person shall not be eligible to be employed pursuant to this section for a period of 180 days following the date of retirement unless he or she meets one of the following conditions:
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(1 )The employer certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and the appointment has been approved by the governing body of the employer in a public meeting. The appointment may not be placed on a consent calendar.
(2)
(A)Except as otherwise provided in this paragraph, for state employees, the state employer certifies the nature of the employment and that the appointment is necessary to fill a critically needed state employment position before 180 days have passed and the appointment has been approved by the Department of Human Resources. The department may establish a process to delegate appointing authority to individual state agencies, but shall audit the process to determine if abuses of the system occur. If necessary, the department may assume an agency's appointing authority for retired workers and may charge the department an appropriate amount for administering that authority.
(B)For legislative employees, the Senate Committee on Rules or the Assembly Rules Committee certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and approves the appointment in a public meeting. The appointment may not be placed on a consent calendar. (C)For employees of the California State University, the Trustees of the .
California State University certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and approves the appointment in a public meeting. The appointment may not be placed on a consent calendar.
July 7, 2026, Item #3
(3)The retiree is eligible to participate in the Faculty Early Retirement Program pursuant to a collective bargaining agreement with the California State University that existed prior to January 1, 2013, or has been included in subsequent agreements.
(4)The retiree is a public safety officer or firefighter hired to perform a function or functions regularly performed by a public safety officer or firefighter. (g)A retired person who accepted a retirement incentive upon retirement shall not be eligible to be employed pursuant to this section for a period of 180 days following the date of retirement and subdivision (f) shall not apply. (h)This section shall not apply to a person who is retired from the State Teachers' Retirement System, and who is subject to Section 24214, 24214.5 or 26812 ofthe Education Code.
(i)This section shall not apply to (1) a subordinate judicial officer whose position, upon retirement, is converted to a judgeship pursuant to Section 69615, and he or she returns to work in the converted position, and the employer is a trial court, or (2) a retiree of the Judges' Retirement System or the Judges' Retirement System II who is assigned to serve in a court pursuant to Section 68543.5.
History
Added Stats 2012 ch 296 § 15 (AB 340), effective January 1, 2013. Amended Stats 2013 ch 528 § 11 (SB 13), effective October 4, 2013 (ch 528 prevails); ch 76 § 75 (AB 383), effective January 1, 2013; Stats 2014 ch 238 § 1 (AB 2476), effective January 1, 2015.
Annotations
Notes
Amendments:
2013 Amendment:
Substituted (1) "have passed" for "has passed" in the first sentence of subds (f)(I) and (f)(2); (2) "or firefighter hired to perform a function or functions regularly performed by a public safety officer or firefighter" for "of firefighter" in subd (f)(4); and (3) "Judges' Retirement System" for "Judges' Retirement System I" in subd (i).
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July 7, 2026, Item #3
GUARANTY
To the City of Poway, City Council, for:
LAKE POWAY SOFTBALL FIELD SHADE STRUTURE PROJECT
The undersigned guarantees the work included in this project(s).
Should any of the materials or equipment prove defective or should the work as a whole prove defective, due to faulty workmanship, material furnished or methods of installation, or should the work or any part thereof fail to operate properly as originally intended and in accordance with the Plans and Specifications, due to any of the above causes, all within the number of months the site is to be maintained after date on which this Contract is accepted by the City, or the date of recordation of Notice of Completion, whichever is the later, the undersigned agrees to reimburse the City upon demand, for its expenses incurred in restoring said work to the condition contemplated in said project, including the cost of any such equipment or materials replaced and the cost of removing and replacing any other work necessary to make such replacement or repairs, or upon demand by the City, to replace any such material and to repair said work completely without cost to the City so that said work will function successfully as originally contemplated.
The City shall have the unqualified option to make any needed replacements or repairs itself or to have such replacements or repairs done by the undersigned. In the event the City elects to have said work performed by the undersigned, the undersigned agrees that the repairs shall be made and such materials as are necessary shall be furnished and installed within a reasonable time after the receipt of demand from the City. If the undersigned shall fail or refuse to comply with his obligations under this guaranty, the City shall be entitled to all cost and expenses, including attorney's fees, reasonably incurred by reason of the said failure or refusal.
Contractor
Date
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July 7, 2026, Item #3
WORKERS' COMPENSATION INSURANCE CERTIFICATE
Pursuant to Section 1861 of the State Labor Code, each Contractor to whom a public works Contract has been awarded shall sign the following certificate and shall submit same to the City of Poway prior to performing any work on the Contract:
"I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Contract." Contractor
By:
Title
Date
Section 3700 of the State Labor Code reads in part as follows:
"Every employer except the State shall secure the payment of compensation in one or more of the following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this state. (b) By securing from the Director of Industrial Relations a certificate of consent to self insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his employees."
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July 7, 2026, Item #3
32 of
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July 7, 2026, Item #3
33 of
34 July 7, 2026, Item #3
34 of
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July 7, 2026, Item #4
DATE:
TO:
FROM:
CONTACTS:
SUBJECT:
Summary:
AG EN DA REPORT City of Poway
July 7, 2026
J:::o;:~:p~:Y:i:::,:r::::::~o:f~:~,c~::i:~:c~
Cassandra Seaboch, Associate Engineer
(858) 668-4625 or [email protected]
CITY COUNCIL
Award of Contract to Select Electric, Inc. for the Fire Station 2 Warning System Project; Bid No. 26-014, and Determination the Project is Categorically Exempt from the California Environmental Quality Act
This action will award a construction contract for the Fire Station 2 Warning System project. This project includes the installation of a new flashing warning system at the intersection of Espola Road and Westling Court. The purpose of this warning system is to alert and pause drivers on Espola Road when emergency vehicles are exiting Fire Station 2, located at 16912 Westling Court. The installation includes two overhead flashing beacons, advanced warning signals, signage and pavement markings along Espola Road.
Recommended Action:
It is recommended the City Council:
1) Award the contract for the Fire Station 2 Warning System project to Select Electric, Inc., in the amount of $116,146 and authorize the City Manager to execute the contract (Attachment A); and 2) Make a determination the project is Categorically Exempt from the California Environmental Quality Act (CEQA).
Discussion:
The proposed warning system is located at the intersection of Espola Road and Westling Court. Fire Station 2 is located on Westling Court where emergency vehicles frequently exit onto Espola Road.
The purpose of this warning system is to alert and pause drivers on Espola Road when emergency vehicles are exiting Fire Station 2. The installation includes two overhead flashing beacons, advanced warning signals, signage and pavement markings along Espola Road.
The bid opening was held on April 22, 2026; however, no bids were received. Pursuant to Poway Municipal Code Section 3.28.080(G) and California Public Contract Code Section 20166, staff was authorized to proceed with an informal bidding process. 1 of 11
July 7, 2026, Item #4
Staff subsequently solicited bids from contractors identified through the City's California Uniform Public Construction Cost Accounting Act (CUPCCAA) contractor list and through additional contractor outreach.
Two bids were received on May 22, 2026. The apparent low bid of $116,146, submitted by Select Electric, Inc., meets the requirements of the bid specifications. The following bids were received:
Company Total Bid Amount
Select Electric, Inc. $116,146
Southwest Traffic Signal Service $119,989
Construction is anticipated to occur early 2027 due to fabrication and delivery lead times.
Environmental Review:
This project is categorically exempt from the California Environmental Quality Act (CEQA) as a Class 1 Categorical Exemption, pursuant to Section 15301 of the CEQA Guidelines, in that the project involves minor alterations to existing public facilities within an existing roadway intersection, including the installation of a traffic safety warning system and related improvements that do not expand the roadway or result in a significant change in use.
Fiscal Impact:
There is $147,525.97 available in the Fire Station 2 Warning System project account (MN061). There are sufficient funds in the project account to cover the cost for the construction contract and 10% construction contingency allowance. Funding for this project comes from the City Capital Improvement Fund 1060.
Attachments:
A. Construction Contract
Tracy Stevens
Assistant City Manager
2 of 11
Reviewed By:
Alan Fenstermacher
City Attorney
Approved By:
Chriib~
City Manager
July 7, 2026, Item #4
SECTION 8
CONSTRUCTION CONTRACT
CITY OF POWAY
FIRE STATION 2 WARNING SYSTEM
This Contract made and entered into this 8th day of July, 2026, by and between City of Poway, a municipal corporation of the State of California, hereinafter referred to as "City" and Select Electric, Inc., hereinafter referred to as "Contractor." The City and the Contractor, for the consideration hereinafter named, mutually agree as follows:
1. The complete Contract includes all of the Contract Documents, which are incorporated herein by this reference, and include:
a. This Contract
b. Contract Addenda
c. Contract Change Orders
d. Instructions to Bidders, Proposal Requirements and Conditions e. Contract Specifications
f. Contract Plans
g. General Condition
h. Special Conditions
i. Standard Specification for Public Works, most current edition
2. The Contract Documents are complementary, and that which is required by one shall be as binding as if required by all.
3. Contractor shall provide and furnish all labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the following work of improvement: This project includes the installation of a new flashing warning system at the intersection of Espola Road and Westling Court.
The purpose of this warning system is to alert and pause drivers on Espola Road when emergency vehicles are exiting Fire Station 2, located at 16912 Westling Court. The installation includes two (2) overhead flashing beacons, advanced warning signals, signage, and pavement markings along Espola Road.
4. Contractor agrees to perform all the said work and furnish all the said materials at their own cost and expense that are necessary to construct and complete in strict conformance with Contract Documents and to the satisfaction of the City Engineer, 3 of 11 ATTACHMENT A
July 7, 2026, Item #4
the work hereinafter set forth in accordance with the Contract adopted by the City Council.
5. City agrees to pay and Contractor agrees to accept in full payment for performance of this work of improvement as described, the stipulated sum of $116,146 the "Contract Price."
City agrees to make progress payments and final payment in accordance with the method set forth in the Special Provisions.
6. Contractor agrees to commence construction of the work provided for herein within 5 (five) Calendar Days after the date specified in the Notice to Proceed, and to continue diligently in strict conformance with Contract Documents and without interruption, and to complete the construction thereof within 25 Working Days after the date specified in the Notice to Proceed.
7. Time is of the essence of this Contract, and it is agreed that it would be impracticable or extremely difficult to ascertain the extent of actual loss or damage which the City will sustain by reason of any delay in the performance of this Contract. It is, therefore, agreed that Contractor will pay as liquidated damages to the City the following sum of $500 per Calendar Day, for each and every Calendar Days delay in finishing the Work in excess of the number of Working Days prescribed above. If liquidated damages are not paid, as assessed by the City, the City may deduct the amount thereof from any money due or that may become due the Contractor under this Contract in addition to any other remedy available to City. By executing this Contract, Contractor agrees that the amount of liquidated damages is reasonable and shall not constitute a penalty.
8. In accordance with State of California Senate Bill No. 854, Contractor will maintain and will require all subcontractors to maintain valid and current Department of Industrial Relations (DIR) Public Works Contractor registration during the term of this project. Contractor shall notify the City in writing immediately, and in no case more than twenty-four (24) hours, after receiving any information that Contractor's or any of its Subcontractor's DIR registration status has been suspended, revoked, expired, or otherwise changed.
9. Contractor will pay, and will require all subcontractors to pay, all employees on said Contract a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations and wage standards applicable to this work, a copy of which is on file in the office of the City Clerk of the City of Poway. Federal prevailing wage rates apply for federally funded projects. Travel and subsistence pay shall be paid in accordance with Labor Code §1773.1.
10. Contractor shall be subject to the penalties in accordance with Labor Code of § 1775 for each worker paid (either by Contractor or by any subcontractors under Contractor) less than the prevailing rate described above on the work provided for in this Contract.
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July 7, 2026, Item #4
11. Contractor and subcontractors shall comply with Labor Code § 1810 and § 1811 which stipulates that eight hours labor constitutes a legal day's work, and§ 1812 which stipulates that the Contractor and subcontractors shall keep an accurate record showing the name of and actual hours worked each calendar day and each calendar week by each worker employed by them in connection with the work performed under the terms of the Contract. Failure to comply with these sections of the Labor Code will subject the Contractor to penalty and forfeiture provisions of the Labor Code§ 1813.
12. Contractor will comply with the provisions of Labor Code § 1777 .5 pertaining to the employment of apprentices to the extent applicable to this Contract.
13. Contractor, by executing this Contract, hereby certifies:
"I am aware of and will comply with the Labor Code § 3700 by securing payment for and maintaining in full force and effect for the duration of the contract, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City before execution of the Contract. The City, its officers, or employees, will not be responsible for any claims in law or equity occasioned by failure of the Contractor to comply with this paragraph."
Contractor further agrees to require all subcontractors to carry Workers' Compensation Insurance as required by the Labor Code of the State of California.
14. Contractor shall, concurrent with the execution of this Contract, furnish two bonds approved by the City, one in the amount of One Hundred Percent (100%) of the Contract Price, to guarantee the faithful performance of the work ("Performance Bond"), and one in the amount of One Hundred Percent (100%) of the Contract Price to guarantee payment of all claims for labor and materials furnished ("Payment Bond"). This Contract shall not become effective until such bonds are supplied to and approved by the City.
15. a. Contractor shall procure and maintain at its own expense, until completion 5 of 11
of performance, commercial general liability insurance of not less than One Million Dollars ($1,000,000) combined single limit per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss or damage resulting from the wrongful or negligent acts by the Contractor or its officers, employees, servants, volunteers and agents and independent contractors. Contractor shall provide insurance on an occurrence, not claims made basis. Contractor acknowledges and agrees that, for purposes of clarification with the intention of avoiding gaps in coverage with any umbrella or excess insurance, personal and advertising injury coverage shall be triggered by an "offense" while bodily injury and property damage coverage shall be triggered by an "occurrence" during the policy period.
July 7, 2026, Item #4
b. Contractor shall further procure and maintain at its own expense, until completion of performance, commercial vehicle liability insurance covering personal injury and property damage, of not less than One Million Dollars ($1,000,000) combined single limit per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, covering any vehicle utilized by Contractor or its officers, employees, servants, volunteers and agents and independent contractors in performing the services required by this Agreement.
c. Contractor shall further procure and maintain at its expense, until completion of performance, workers' compensation insurance providing coverage as required by the California State Workers' Compensation Law. If any class of employees employed by the Contractor pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Contractor shall provide adequate insurance for the protection of such employees to the satisfaction of the City. This provision shall not apply if Contractor has no employees performing work under this Agreement. Contractor agrees to waive its statutory immunity under any worker's compensation or similar statute, as respecting the City, and to require any and all subcontractors and any other person or entity involved with the Project to do the same.
Worker's Compensation Insurance:
o Contractor has no employees and is exempt from workers' compensation requirements.
o Contractor carries workers' compensation insurance for all employees. d. All policies required by this section shall be secured from insurers authorized to do business in the State of California with an "A" policyholder's rating or better and a financial rating of at least Class VII, in accordance with the current Best's Ratings. e. Contractor agrees to require that all parties, including but not limited to subcontractors, architects, engineers or others with whom Contractor enters into contracts or whom Contractor hires or retains pursuant to or in any way related to the performance of this Agreement, provide the insurance coverage required herein, at minimum, and, except for worker's compensation coverage, name as additional insureds the parties to this Agreement. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. f. In the event this Agreement is terminated for any reason prior to the completion of all obligations and requirements of this Agreement, Contractor agrees to maintain all coverages required herein until the City provides written authorization to terminate the coverages following the City's review and determination that all liability posed under this Agreement as to the party providing insurance has been eliminated.
g. Contractor agrees and acknowledges that if it fails to obtain all of the insurance required in this Agreement in accordance with the requirements herein, or to obtain 6 of 11
July 7, 2026, Item #4
and ensure that the coverage required herein is maintained by any subcontractors or others involved in any way with the Project, Contractor shall be responsible for any losses, claims, suits, damages, defense obligations, or liability of any kind or nature attributable to the City, and/or its officers, employees, servants, volunteers, agents and independent contractors, that result from such failure by Contractor.
16. a. Contractor shall provide certificates of insurance with original endorsements to the City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times until completion of performance and acceptance by the City.
b. Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the commercial general liability and commercial vehicle liability policies shall bear endorsements whereby it is provided that the City, and its officers, employees, servants, volunteers, agents and independent contractors are named as additional insureds. Additional insureds shall be entitled to the full benefit of all insurance policies in the same manner and to the same extent as any other insureds and there shall be no limitation to the benefits conferred upon them other than policy limits to coverages. c. Contractor shall require the carriers of all required insurance policies to waive all rights of subrogation against the City, and its officers, employees, servants, volunteers, agents and independent contractors.
d. Each policy required herein must be endorsed to provide that the policy shall not be cancelled in coverage or limits (except by paid claims) unless the insurer has provided the City with 30 days prior written notice of cancellation. Contractor agrees to provide the City with 30 days written notice prior to any non-renewal or reduction in coverage or limits.
e. All insurance policies required to be provided by Contractor or any other party must be endorsed to provide that the policies shall apply on a primary and noncontributing basis in relation to any insurance or self-insurance, primary or excess, maintained or available to the City, and its officers, employees, servants, volunteers, agents and independent contractors.
17. a. Contractor shall defend, indemnify and hold harmless the City, its officers, 7 of 11
officials, agents, employees and volunteers from and against any and all claims, demands, actions, losses, damage, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therewith) to the extent actually caused by the negligence of Contractor, Contractor's employees, subcontractors or independent contractors except for any such claim arising out of the negligence or willful misconduct of the City, or its officers, agents, employees or volunteers.
July 7, 2026, Item #4
b. The City does not, and shall not, waive any rights that it may have against Contractor under this Section because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless, indemnification and duty to defend provisions of this Section shall apply regardless of whether or not said insurance policies are determined to be applicable to the claim, demand, action, damage, liability, loss, cost or expense described herein.
18. Any amendments to any of the Contract Documents, including but not limited to Contract Change Orders, must be in writing executed by the Contractor and the City. Any time an approval, time extension, or consent of the City is required under the Contract Documents, such approval, extension, or consent must be in writing in order to be effective.
19. The Contract Documents contain all of the agreements and understandings of the parties and all previous understandings, negotiations, and contracts are integrated into and superseded by this Contract.
20. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Contract shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Contract which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder.
21. The persons executing this Contract on behalf of the parties hereto warrant that they are duly authorized to execute this Contract on behalf of said parties and that, by so executing this Contract, the parties hereto are formally bound to the provisions of this Contract.
22. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns.
23. In performing its obligations and duties under this Contract, each party shall comply with all applicable local, state, and federal laws, regulations, rules, standards and ordinances.
24. This Contract may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument.
25. After completion of the work contemplated by this Contract, Contractor shall file with the City Manager an affidavit stating that all workers and persons employed, all firms supplying materials, and all subcontractors upon the project have been paid in full, and that there are no claims outstanding against the project for either labor or materials, except certain items, if any, to be set forth in an affidavit covering disputed claims or items in connection with a Stop Notice that has been filed under the provision of the laws of the State of California.
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July 7, 2026, Item #4
26. All work shall be subject to inspection and testing by City and its authorized representatives during manufacture and construction and all other times and places, including, without limitation, the plans of Contractor and any of its suppliers.
Contractor shall provide all reasonable facilities and assistance for the safety and convenience of inspectors. All inspections and tests shall be performed in such manner as to not unduly delay the work. The Work shall be subject to final inspection and acceptance notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after completion of the work.
27. Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Contract, Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to City.
28. Contractor agrees to contact the appropriate regional notification center in accordance with Government Code Section 4216.2.
29. Contractor shall submit its detailed plan for worker protection during the excavation of trenches required by the scope of the work in accordance with Labor Code Section 6705.
30. a. Contractor shall, without disturbing the condition, notify City, in writing, as 9 of 11
soon as Contractor, or any of Contractor's subcontractors, agents, or employees have knowledge and reporting is possible, of the discovery of any of the following conditions:
i. The presence of any material that Contractor believes is hazardous waste, as defined in Section 25117 of the Health and Safety Code; ii. Subsurface or latent physical conditions at the site differing from those indicated in the specifications; or
iii. Unknown physical conditions at the site of any unusual nature, different materially for those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract.
b. Pending a determination by City of appropriate action to be taken, Contractor shall provide security measures (e.g., fences) adequate to prevent the hazardous waste or physical conditions from causing bodily injury to any person. c. City shall promptly investigate the reported conditions. If City, through and in the exercise of its sole discretion, determines that the conditions do materially differ or do involve hazardous waste, and will cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, then City shall issue a change order.
d. In the event of a dispute between City and Contractor as to whether the conditions materially differ, or involve hazardous waste, or cause a decrease or July 7, 2026, Item #4
increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date, and shall proceed with all work to be performed under the contract. Contractor shall retain any and all rights that pertain to the resolution of disputes and protests between the parties.
31. This Contract is to be governed by the laws of the State of California.
32. All work shall be guaranteed for a period of one (1) year from the date of acceptance by the City. Contractor shall promptly make all needed repairs arising out of defective materials, workmanship, and equipment. 10 of 11
City is hereby authorized to make such repairs if within ten (10) days after giving written notice to Contractor, or its agent, Contractor should fail to make or undertake with due diligence the aforesaid repairs; provided, however, that in case of an emergency, where, in the opinion of City, delay would cause serious loss or damage, repairs may be made without notice being sent to Contractor, and Contractor shall pay the costs thereof. •
(Remainder of page intentionally left blank)
July 7, 2026, Item #4
IN WITNESS WHEREOF, the said Contractor and the City Manager, City Clerk and City Attorney have caused the names of said parties to be affixed hereto, the day and year first above written.
Contractor's Name:
Select Electric Inc.
Print Name of Construction Company
By: ------------
Signature
Print Name
Contractor information:
Address for Notices and Payments
Landon Smith
1700 E. Via Burton
Anaheim, CA 92806
Telephone Number: 619-460-6060
Email: [email protected]
ATTEST:
Carrie Gallagher, CMC, City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Alan Fenstermacher, City Attorney
11 of 11
CITY OF POWAY
a Municipal Corporation
Chris Hazeltine, City Manager
July 7, 2026, Item #5
DATE:
TO:
FROM:
CONTACT:
SUBJECT:
Summary:
AGENDA REPORT CityofPoway
July 7, 2026
Honorable Mayor and Members of the City 5J\tncil
Eric Heidemann, Director of Public Works 7, X\
CITY COUNCIL
Stephen Jackson, Assistant Director of Public Works for Maintenance Operations (858) 668-4705 or [email protected] t/f/-
Approval of License Agreement between the City of Poway and OpenGov for Software Licensing, Technical Support and Maintenance
The City utilizes OpenGov software to manage the Public Works Department work orders and assets.
With the license agreement expiration, staff recommends renewing its license agreement with Open Gov for its Enterprise Asset Management (EAM) System) and SeeClickFix platforms for asset and work order management, and citizen reporting services. The total cost of the agreement is $301,072.42 and is effective from the period commencing July 30, 2026, and endingjuly 29, 2029. Staff has determined that OpenGov's products continue to best meet the business needs of the City.
Recommended Action:
It is recommended the City Council approve the License Agreement with OpenGov for EAM Licensing, Technical Support and Maintenance, and authorize the City Manager to execute the necessary documents.
Discussion:
The City of Poway first implemented Cartegraph in August 1998 to assist staff in day-to-day operations. Cartegraph, which has since been acquired by and is now part of OpenGov (OpenGov), was initially utilized to generate and process work orders, record labor, equipment, and materials costs, and generate reports. Since 1998, the City has entered into updated license agreements as the system's asset management functionality expanded to meet evolving business needs. Enhancements have included web-based applications, integration of public service requests, GIS integration and mobile access, and comprehensive asset management capabilities. The current licensing model provides unlimited user access to OpenGov EAM in their Sofware as a Service (SaaS) hosted environment.
1 of 14
July 7, 2026, Item #5
OpenGov's EAM SeeClickFix solution best meets the City's overall work order, maintenance, and asset management system needs. SeeClickFix, better known as the Poway CityApp, offers both mobile and web applications that allow residents to submit service requests, which are then routed to the appropriate department for resolution. The system enhances notification and workflow processes and enables staff to provide updates and resolution feedback to the requestor.
The City is currently in the final year of its existing agreement with OpenGov, which expires July 29, 2026. Staff recommends renewing the license agreement under a new three-year term beginning July 30, 2026, and ending July 29, 2029. The total agreement amount is $301,072.42. The annual costs, including a 5% CPI increase each year, are $95,502.75, $100,277.88, and $105,291.79, respectively.
These costs will be budgeted annually.
Environmental Review:
This action is not subject to review under the California Environmental Quality Act (CEQA).
Fiscal Impact:
Sufficient funds are available in the Public Works Director Division, Software Subscriptions & Maintenance account (400060-43090) adopted FY 2026-27 budget for the initial year of the contract term. Amounts will be included in the proposed budget for each of the two subsequent fiscal years for the remaining term of this agreement for Council's consideration.
Public Notification:
None.
Attachments:
A. OpenGov Master Service Agreement
Tracy Stevens
Assistant City Manager
2 of14
Reviewed By:
Alan Fenstermacher
City Attorney
Ap~
ChrisHazetrne
City Manager
July 7, 2026, Item #5
OpenGov
'T
Order
Form
Number:
Q-10431
Created
On:
05/06/2026
Order
Form
Expiration:
07/29/2026
Subscription
Start
Date
:
07/30/2026
Subscription
End
Date:
07/29/2029
Customer
Information:
OpenGov
Inc
.
660
3rd
Street,
Suite
100
San
Francisco,
CA
94107
United
States
Prepared
By:
Isabel
DeGrandi
Email:
[email protected]
Contract
Term:
36 Months
Customer:
City
of
Poway,
CA
Contact
Name:
Brad
Rosen
Bill
To/Ship To:
13325
Civic
Center
Drive
Email:
[email protected]
Poway,
California
Phone:
858-668-4452
92064 United
States
Order
Details:
Billing Frequency:
Prepaid
Payment
Terms:
Net
30 Days
SOFTWARE
SERVICES:
Product
Name
Start
Date
End
Date
Advanced
Asset
07/30/2026 07/29/2027
Asset
Builder
07/30/2026 07/29/2027
Asset
Management
07/30/2026
07/29/2027
Internal
Requests
07/30/2026 07/29/2027
SeeClickFix
(Full)
07/30/2026
07/29/2027
Wastewater
Treatment
Plant
Domain
I
07/30/2026
07/29/2027
I
Advanced
Asset
I
07/30/2027
07/29/2028
3 of
14 ATTACHMENT
A
Annual
Fee
$8,060.85 $3,542.70 $54,056.65 $1,592.57 $24,173.18 $4,076.80 $8,463.89 July 7, 2026, Item #5
Asset
Builder
Asset
Management
Internal
Requests
SeeClickFix
(Full)
Wastewater
Treatment
Plant
Domain
Advanced
Asset
Asset
Builder
Asset
Management
Internal
Requests
SeeClickFix
(Full)
Wastewater
Treatment
Plant
Domain
Customer
Billing/Service
Periods:
Period: 07/30/2026 07/30/2027 07/30/2028 Order
Form
Legal
Terms:
Total: $95,502.75 $100,277.88 $105,291.79
07/30/2027
07/29/2028
$3,719.84
07/30/2027 07/29/2028
$56,759.48
07/30/2027 07/29/2028
$1,672.19
07/30/2027 07/29/2028
$25,381.84
07/30/2027 07/29/2028
$4,280.64
07/30/2028 07/29/2029
$8,887.09
07/30/2028 07/29/2029
$3,905.83
07/30/2028
07/29/2029
$59,597.45
07/30/2028
07/29/2029
$1,755.80
07/30/2028
07/29/2029
$26,650.94
07/30/2028
07/29/2029
$4,494.68
This
Order
Form
incorporates
the
OpenGov
Master
Services
Agreement
("MSA")
attached
here
or
available
at
https://opengov.com/terms-of-service/master-services-agreement/.
The
"Agreement"
between
OpenGov
and
the
entity
identified
above
("Customer")
consists
of
the
Order
Form,
MSA,
and,
if
Professional
Services
are
purchased,
the
Statement
of
Work.
Unless
otherwise specified
above,
fees
for
the
Software
Services
and
Professional
Services
shall
be
due
and
payable,
in
advance,
30 days
from
receipt
of
the
invoice.
By
signing
this
Agreement,
Customer
acknowledges
that
it
has
been
reviewed,
and
agrees
to
be
legally
bound
by
the
Agreement.
Each
party's
acceptance
of
this
Agreement
is
conditional
upon
the
other's
acceptance
of
the
Agreement
to
the
exclusion
of
all
other
terms.
City
of
Poway,
CA:
OpenGov,
Inc.
Signature:
Signature:
4 of
14 July 7, 2026, Item #5
Name: Name:
Title: Title:
Date: Date:
5 of 14
July 7, 2026, Item #5
OpenGov Master Services Agreement
The parties to this Master Services Agreement (this "Agreement") are Open Gov, Inc., a Delaware corporation ("OpenGov"), and the customer named in the signature block below ("Customer"). This Agreement, which becomes effective when fully executed (the "Effective Date"), sets forth the terms and conditions under which Open Gov will provide its products and services to Customer.
1. Definitions
1.1. "Customer Data" means the data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer's software systems of record), including any data transmitted through the Software Services.
1.2. "Documentation" means any written, electronic, or online materials produced by OpenGov, and made available to Customer in connection with the Software Services, including user guides, training materials, FAQs, and technical support content, but excluding Product Documentation.
1.3. "Intellectual Property Rights" means all past, present, and future intellectual property rights including those associated with works of authorship, copyrights, moral rights, trademarks, trade names, trade secrets, patent rights, and any other proprietary rights in intellectual property of every kind and nature.
1.4. "Order Form" means the document(s) separately executed by the parties or attached as an exhibit, that specifies the Software Services and the Professional Services that Open Gov will provide to Customer. All such Order Form(s) are incorporated into this Agreement by reference.
1.5. "Product Documentation" means the technical specifications that describe the features, functionality, configuration, and intended operation of the Software Services located at htt ps://o pen gov. my.site.com/sup port/ sf agreement-product-documentation, which is incorporated into this Agreement by reference.
1.6. "Professional Services" means the implementation, configuration, training, consulting, or other professional services provided by OpenGov or its authorized partners, and identified in the applicable Statement of Work.
1.7. "Software Services" means the commercial-off-the-shelf software products and services provided by OpenGov and identified in the applicable Order Form.
1.8. "Statement of Work" or "SOW" means the document(s) separately executed by the parties or attached as an exhibit to this Agreement or any applicable Order Form, that specifies the Professional Services that OpenGov will provide to Customer. All such SOW(s) are incorporated into this Agreement by reference.
2. Software Services and Professional Services
2.1. Software Services.
OpenGov Master Services Agreement Revised May 5, 2025
6 of 14
July 7, 2026, Item #5
2.1.1. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the Software Services.
2.1.2. Support and Service Levels. Customer support is available by email to [email protected] or by using the chat messaging functionality of the Software Services. Customer may report issues any time; however, OpenGov will address issues during business hours. OpenGov will provide the applicable level of support in accordance with the Support and Software Service Levels located at https:/ /opengov.com/service-sla, which is incorporated into this Agreement by reference.
2.2. Professional Services.
2.2.1. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the Professional Services, if applicable.
Unless otherwise specified in the SOW, any pre-paid Professional Services must be utilized within one year from the Effective Date.
2.2.2. Travel Expenses for Professional Services. Travel expenses, if any, will be set forth in the applicable Order Form or SOW. Any additional travel expenses shall be subject to Customer's prior written approval and will be reimbursable by Customer.
3. Restrictions and Responsibilities
3.1. Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as expressly permitted by the Agreement. In addition, Customer shall not, and shall not knowingly or negligently, permit or enable any third party to: (a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services, including but not limited to load testing or stress testing; (e) remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any personal, sensitive, or personally identifiable information to OpenGov in a manner that violates Customer's obligations under the Data Processing Addendum.
3.2. Responsibilities. Customer shall be responsible for obtaining and maintaining computers, third-party software systems of record, and application programming interfaces needed to connect to, access, or otherwise use the Software Services.
Customer shall also be responsible for: (a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, in accordance with industry standards, and (c) all uses of Customer user accounts by any party other than Open Gov. Open Gov is not responsible for the operation, support, or security of any third-party software, systems, or services 2 OpenGov Master Services Agreement Revised May 5, 2025 7 of 14
July 7, 2026, Item #5
not
provided
by
Open
Gov.
3.3. Data
Processing
Addendum.
To
the
extent
OpenGov
processes
any
Customer
Data
that
contains
personal
information,
personally
identifiable
information,
or
sensitive
personal
information
on
behalf
of
Customer
in
the
course
of
providing
the
Software
Services
and
Professional
Services
under
this
Agreement,
the
parties
agree
to
comply
with
the
terms
of
the
Data
Processing
Addendum,
located
at
https:/
/opengov.com/data-processing-addendum,
which
is
incorporated
into
this
Agreement
by
reference
.
4. Intellectual
Property
Rights;
License
Grants;
Access
to
Customer
Data
4.1. OpenGov's
Intellectual
Property
Rights.
OpenGov
exclusively
owns
and
retains
all
right,
title,
and
interest
to
the
Software
Services,
Professional
Services,
Documentation,
and
Product
Documentation,
including
all
Intellectual
Property
Rights
therein.
This
includes,
without
limitation,
all
underlying
technology,
software,
user
interfaces,
visual
design
elements
(such
as
the
"look
and
feel"),
custom
fonts,
graphics,
workflows,
button
icons,
and
any
derivative
works
(e.g.,
enhancements,
modifications,
or
corrections),
including
but
not
limited
to
those
that
are
created
in
connection
with
or
through
the
use
of
the
Software
Services,
Professional
Services,
Documentation,
or
Product
Documentation.
Customer
may
not
reproduce,
modify,
distribute,
or
create
derivative
works
based
on
any
part
of
the
Software
Services,
in
whole
or
in
part,
without
OpenGov's
prior
written
consent.
4.2. License Grant
to
Customer.
Open
Gov
grants
Customer
a non-exclusive,
non-transferable,
non-sublicensable,
royalty-free
license
to
use
the
Software
Services,
Documentation,
and
Product
Documentation
during
the
Term
for
its
internal
use and
the
purpose
as
described
in
this
Agreement.
No
additional
rights
or
licenses
shall
be
deemed
granted.
4.3. Customer's
Intellectual
Property
Rights.
Customer
retains
all
right,
title,
and
interest,
including
all
Intellectual
Property
Rights,
in
and
to
Customer
Data.
Customer
grants
Open
Gov
and
its
authorized
partners
(such
as
cloud
hosting
providers)
a non-exclusive,
royalty-free
license
to
access,
use,
. store,
edit,
reformat
and
otherwise
process
Customer
Data
for
the
purpose
of
providing,
maintaining,
developing,
and
improving
OpenGov's
products
and
services
.
4.4. Aggregated
and
Anonymized
Data.
Customer
agrees
that
OpenGov
and
its
authorized
partners
may
use
aggregated
and
anonymized
data
derived
from
Customer
Data
to
provide,
maintain,
develop,
and
improve
OpenGov's
products
and
services,
to
provide
general
customer
service
support
and
improvements,
and
to
perform
data
and
usage
analytics.
Any
insights,
developments,
or
improvements
arising
from
such
aggregated,
anonymized
data
shall
be
owned
by
OpenGov.
4.5. Access
to
Customer
Data
. Customer
may
download
Customer
Data
from
the
Software
Services
at
any
time
during
the
Term,
excluding
during
routine
software
maintenance
periods.
For
a period
of
30 days
after
expiration
of
the
Term,
Customer
may
request
that
3 OpenGov
Mast
er
Se
rvices
Ag
reement
Revised
May
5,
2025
8 of
14 July 7, 2026, Item #5
OpenGov complete a one-time transfer of Customer Data in a format customarily used in the industry at OpenGov's then-current hourly rate.
4.6. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.6, upon the termination of this Agreement, Customer Data shall be deleted pursuant to OpenGov's standard data deletion and retention practices, which is to delete Customer Data 45 days after termination or expiration of the Agreement. Upon written request, Customer may request deletion of Customer Data prior to the date of termination of this Agreement, in accordance with the notice requirements set forth in Section 10.2.
4.7. Feedback. "Feedback" means any suggestions, comments, ideas, recommendations, usage, or other input provided by Customer to Open Gov regarding the services.
Customer grants Open Gov a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use such Feedback in the Software Services, Professional Services, Documentation and Product Documentation. Open Gov will exclusively own all right, title, and interest, including all Intellectual Property Rights, in and to any improvements, modifications, or derivative works to the Software Services, Professional Services, Documentation or Product Documentation that are based on or derived from such Feedback.
5. Confidentiality
5.1. "Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as "Confidential" or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure. OpenGov's Confidential Information includes, without limitation, the software underlying the Software Services, Documentation, and Product Documentation.
5.2. Confidential Information does not include information that: (a)was publicly known or becomes publicly known through no breach of this Agreement by the receiving party; (b) is required to be disclosed upon request under any applicable federal, state, or local public records laws; (c) Customer expressly directs Open Gov make publicly available; (d) was lawfully known to the receiving party without restriction on disclosure before receipt from the disclosing party; (e) is disclosed to the receiving party by a third party who has the right to make such disclosure without restriction; or (f) is independently developed by the receiving party without access to the disclosing party's Confidential Information.
5.3. Each party agrees to use the other's Confidential Information only in connection with this Agreement. Each party further agrees to protect the other party's Confidential Information using the measures that it employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. If a party is required to disclose Confidential Information by law, subpoena, or court order, it must, to the extent legally permitted, promptly notify the other party in writing prior to the disclosure to give the other party an opportunity to oppose or limit the disclosure. 4 OpenGov Maste1· Services Agreement Revised May 5, 2025 9 of14
July 7, 2026, Item #5
6. Term and Termination
6.1. Agreement Term. This Agreement begins on the Effective Date and will remain in effect until the termination or expiration of all active Order Forms entered into under this Agreement ("Term"), unless earlier terminated pursuant to this Section 6.
6.2. Renewal. Each Order Form shall automatically renew for additional terms equal in duration to its initial term (each, a "Renewal Term"), unless either party provides written notice of non-renewal at least 30 days prior to the expiration of the then-current term.
6.3. Termination for Cause. If either party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice by the non-breaching party, the non-breaching party may terminate this Agreement.
6.4. Termination for Non-Appropriation. If required by applicable law, Customer may terminate this Agreement if it does not appropriate funds for a future fiscal year. In order to terminate for non-appropriation, Customer must provide at least 30 days' prior written notice, provided it is after the first full year of the Agreement. Obligations to pay fees are non-cancelable, and payments are non-refundable. This section may not be used as a substitute for termination for convenience.
6.5. Effect of Termination. Upon termination of this Agreement pursuant to Section 6: (a) Customer shall pay in full for all of the Software Services and Professional Services for the then-current annual term; (b) OpenGov shall stop providing the Software Services and the Professional Services to Customer; and (c) with the exception of Customer Data, the return and deletion of which are addressed in Section 4, each party shall, upon request of the other party, return or delete any of the other party's Confidential Information.
7. Payment of Fees
7.1. Fees; Invoicing; Payment; Expenses.
7.1.1. Fees. Fees for the Software Services and Professional Services are set forth in the applicable Order Form, and Open Gov will invoice Customer accordingly. Customer agrees to pay invoices within 30 days of receipt. Invoices are deemed received when OpenGov emails them to Customer's designated billing contact. Obligations to pay fees are non-cancelable, and payments are non-refundable, except as expressly provided in Sections 8.1.2 and 8.1.3.
7.1.2. Annual Software Price Adjustment. OpenGov shall increase the fees for the Software Services during any Renewal Term by 5% each year or as otherwise agreed upon in the applicable renewal Order Form.
7.1.3. Travel Expenses. OpenGov will invoice Customer for travel expenses provided in the SOW or Order Form as they are incurred. Customer shall pay all such valid invoices within 30 days of receipt of invoice. Receipts shall be provided for the travel expenses listed on the invoice.
5 OpenGov Master Services Agreement Revised May 5, 2025 10 of 14
July 7, 2026, Item #5
7.2. Consequences of Non-Payment. If Customer fails to make any payments required under any Order Form or SOW, then in addition to any other rights OpenGov may have under this Agreement or applicable law: (a} Customer will owe a late interest penalty of the maximum rate permitted by law; and (b) if Customer's account remains delinquent (with respect to payment of an undisputed invoice} for 10 days after receipt of a delinquency notice from OpenGov, which may be provided via email to Customer's designated billing contact, OpenGov may temporarily suspend Customer's access to the Software Service for up to 90 days to pursue good faith negotiations before pursuing termination in accordance with Section 6.3. Customer will continue to incur and owe all applicable fees irrespective of any such service suspension based on such Customer's delinquency.
7.3. Taxes. Each party is responsible for the tax effects this Agreement imposes upon it. If Customer is tax-exempt, it will provide OpenGov its tax exemption certificate.
8. Representations and Warranties; Disclaimer
8.1. By OpenGov.
8.1.1. General Warranty. OpenGov represents and warrants that it has all right and authority necessary to enter into and perform this Agreement.
8.1.2. Professional Services Warranty. OpenGov further represents and warrants that the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related SOW and generally prevailing industry standards. For any breach of the Professional Services warranty, OpenGov will re-perform the applicable services. If OpenGov is unable to re-perform such work as warranted, Customer will be entitled to recover all fees paid to Open Gov for the deficient work. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of the completion of the Professional Services pursuant to the applicable SOW to receive such warranty remedies.
8.1.3. Software Services Warranty. Open Gov further represents and warrants that for the Term, the Software Services will perform in all material respects in accordance with the then-current Product Documentation. The foregoing warranty does not apply to (a) any Software Services that have been used in a manner other than as set forth in this Agreement, or(b} any pre-release features, functionality, or beta software services that Customer elects to use in the beta phase of development. For any breach of the Software Services warranty, OpenGov will repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted. If OpenGov is unable to do so, Customer may terminate the Agreement and will be entitled to a refund of the pre-paid, unused portion of the fees from the date of the discovery of the defect. Customer must give written notice of any claim under this warranty to Open Gov within 90 days of Customer discovering the defect to receive such warranty remedies.
8.2. By Customer. Customer represents and warrants that (a} it has all right and authority necessary to enter into and perform this Agreement and (b) OpenGov's use of Customer Ope11Gov Master Services Agreement
11 of 14
6 Revised May 5, 2025
July 7, 2026, Item #5
Data pursuant to this Agreement will not infringe, violate or misappropriate Intellectual Property Rights of any third party.
8.3. Disclaimer. OPEN GOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED "AS IS"
AND OPENGOV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Limitation of Liability
9.1. By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES,
REPRESENTATIVES, CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR
LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: {A) FOR ERROR OR
INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; {B) FOR
ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR {C) FOR ANY MATTER BEYOND A PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
9.2. By Amount. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY
FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT
EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO OPEN GOV FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
9.3. Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and
9.2 above do not apply to, and each party accepts liability to the other for: {a) claims arising out of fraud or willful misconduct by either party; (b) either party's infringement of the other party's Intellectual Property Rights; {c) breach of obligations under Section
3.1; and {d) payment obligations under this Agreement.
9.4. No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply.
10. Miscellaneous
10.1. Logo Use. OpenGov shall have the right to use and display Customer's logos and trade names for marketing and promotional purposes in OpenGov's website and marketing materials, subject to Customer's trademark usage guidelines provided to OpenGov.
10.2. Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone. For notices required by the Agreement the parties must communicate more formally in a writing sent via USPS certified mail and via email.
OpenGov's addresses for notice are: [email protected] with a mailed copy to Open Gov, 7 OpenGov Master Services Agreement Revised May 5, 2025 12 of 14
July 7, 2026, Item #5
Inc., 660 3rd Street, Suite 100, San Francisco, CA 94107.
10.3. Anti-corruption. Neither OpenGov nor any of its employees or agents has offered or provided any illegal or improper payment, gift, or transfer of value in connection with this Agreement. The parties will promptly notify each other if they become aware of any violation of any applicable anti-corruption laws in connection with this Agreement.
10.4. Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party's intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy.
10.5. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement, due to any events beyond its reasonable control, including but not limited to acts of god, acts of governmental authority, war, riot, labor disputes, failures of performance by any third-party services, utilities, or equipment failures, or any other events beyond the party's reasonable control. Notwithstanding the foregoing, Customer shall remain obligated to perform its obligations under Section 7.1.1.
10.6. Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.
10.7. Survival. The following sections of this Agreement shall survive termination or expiration: Section 5 (Confidentiality), Section 7(Payment of Fees), Section 4.6 (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability), and Section 10 (Miscellaneous).
10.8. Assignment. There are no third-party beneficiaries to this Agreement. Neither party may assign, or otherwise transfer this Agreement without the other party's written consent, which consent may not be unreasonably withheld, conditioned, or delayed.
Notwithstanding the foregoing, either party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to its corporate affiliate or to any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement will benefit and bind permitted assigns and successors.
10.9. Independent Contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other.
10.10. Governing Law and Jurisdiction. This Agreement will be governed by the laws of 8 Open Gov Master Services Agreement Revised May 5, 2025 13 of 14
July 7, 2026, Item #5
Customer's
jurisdiction,
without
regard
to
conflict
of
laws
principles
. The
parties
submit
to
personal
jurisdiction
and
venue
in
the
courts
of
Customer's
jurisdiction
.
10 .11.
Complete
Agreement.
OpenGov
has
made
no
other
promises
or
representations
to
Customer
other
than
those
contained
in
this
Agreement.
Any
additional
or
different
terms
in
a purchase
order
or
click-through
agreement
are
expressly
rejected
by
the
parties
and
are
void
. Any
modification
to
this
Agreement
must
be
in
writing
and
signed
by
an
authorized
representative
of
each
party.
No
third
parties
are
authorized
to
modify
this
Agreement.
If
there
is
a conflict
between
this
Agreement
and
any
other
attached
or
incorporated
document.
the
terms
of
this
Agreement
will
control
unless
expressly
stated
otherwise.
Customer:
OpenGov,
Inc.
Signature
Signature
Name
Name
Title
Title
Date
Date 9
OpenGov
Maste
r Se
rvices
Agreement
Revised
May
5,
2025
14 of
14 1 of 4
July 7, 2026, Item #6
DATE:
TO:
FROM:
CONTACT:
SUBJECT:
Summary:
AGENDA REPORT CityofPoway
July 7, 2026
Honorable Mayor and Members of the City Council
Carrie Gallagher, City Clerk ~
Carrie Gallagher, City Clerk
(858) 668-4535 or [email protected]
June 2, 2026 Special Municipal Election Results
CITY COUNCIL
To finalize the results of the June 2, 2026 Special Municipal Election, California Elections Code requires the governing body adopt a resolution reciting the results of the election. After adoption of the resolution, the City Clerk will administer the Oath of Office to the newly elected Council member.
Recommended Action:
It is recommended the City Council adopt a Resolution entitled, "A Resolution of the City Council of the City of Poway, California, Reciting the Fact of the Special Municipal Election Held on June 2, 2026, Declaring the Results Thereof and Such Other Matters as Provided by Law." Discussion:
The canvass of the June 2, 2026 Special Municipal Election is expected to be completed by the County of San Diego Registrar of Voters (ROV) on July 2, 2026. Poway's Special Municipal Election, which was consolidated with the State of California Primary Election, was held to elect one (1) Council member from District 2 for the remainder of the four (4) year term expiring in November 2028. At the last report of registration prior to the June 2, 2026 Special Municipal Election, the San Diego County ROV reported 9,658 registered voters in District 2 in the City of Poway. The total number of votes cast for City Council District 2 is pending completion of the official canvass.
Unofficial results provided by the San Diego County ROV (Attachment B) show a total of 5,165 votes cast in the June 2, 2026 City of Poway District 2 Special Municipal Election. (Remainder of page intentionally left blank)
2 of 4
July 7, 2026, Item #6
The
votes
were
as
follows:
City
of
Poway
Special
Municipal
Election
Anita
Edmondson
Vanessa
Springett
2,823
54.66%
2,342
45.34%
Total
Ballots
Cast:
5,165
The
official
election
results,
including
the
candidate
for
Member
of
the
City
Council
District
2 receiving
the
highest
number
of
votes
and
the
total
number
of
votes
cast,
will
be
provided
in
a
memorandum
upon
official
certification
by
the
San
Diego
ROV.
Following
certification,
the
final
Resolution,
including
the
certified
election
results,
will
be
provided
as
Attachment
A.
A
slip
sheet
has
been
included
in
place
of
Attachment
A
pending
certification
of
the
election
results
by
the
San
Diego
County
ROV.
Upon
certification,
the
final
Resolution,
including
Exhibit
A
containing
the
official
election
results,
will
be
distributed
by
memorandum
and
made
available
to
the
public.
Environmental
Review:
This
action
is
not
subject
to
review
under
the
California
Environmental
Quality
Act
(CEQA).
Fiscal
Impact:
Prior
to
the
election,
an
advance
deposit
of
$15,000
was
paid
to
the
San
Diego
County
ROV
during
Fiscal
Year
(FY)
2025-26
. Final
costs
are
not
known
until
after
the
completion
of
the
election.
The
cost
will
include
one
(1)
city
council
district
candidate
seat.
Funds
are
ava
ilable
in
FY
2025-26
City
Clerk's
Office,
Election
Services
Account
#101010-49100
to
cover
the
cost
of
consolidating
the
election
with
the
ROV
and
other
costs
associated
with
legal
advertising
and
translations
as
required
by
election
law.
A
full
accounting
and
final
invoice
should
be
received
from
the
ROV
later
in
FY
2026-27.
Public
Notification:
None
.
Attachments: A.
Resolution
Reciting
the
Results
of
the
June
2,
2026
Special
Municipal
Election
B.
Unofficial
Election
Results
provided
by
San
Diego
County
ROV
(sdvote
.com)
Tracy
t
ens
Assistant
City
Manager
Reviewed
By:
Alan
Fenstermacher
City
Attorney
A~ chrisHazelllile City
Manager
Current
ly not available. To be included upon official certification by the San Diego County Registrar of Voters (ROV).
3 of 4
July 7, 2026, Item #6
ATTACHMENT A
UNOFFICIAL ELECTION RESULTS
FINAL CERTIFICATION: BY 6PM JULY 2
(CLICK ON ELECTION RESULTS EXPLAINED TO LEARN MORE)
Showing 1 of 47 contests Show All
CITY OF POWAY MEMBER, CITY COUNCIL DISTRICT NO. 2
(VOTE FOR 1)
ANITA EDMONDSON 2,823 54.66%
VANESSA SPRINGETT 2,342 45.34%
41.8%
Ballots Counted 848,112
Mail Ballots 790,823
Vote Center Ballots 57,289
Registered Voters 2,027,137
VOTER TURNOUT
Election Results Explained (https://www.sdvote.com/content/rov/en/election- r
esults-explained.html)
San Diego
County Registrar of
Voters (http://www.sdvote.com)
San
Diego
County
Regis
trar
of
Voters
Gubernatorial Primary Election
Website Updated: 6/12/2026 4:58:30 PM
Current Election Results
https://www.livevoterturnout.com/ENR/sandiegocaenr/24/en/Index_24.html 1/1 4 of 4
July 7, 2026, Item #6
ATTACHMENT B
□
□
July 7, 2026, Item #7
DATE:
TO:
FROM:
CONTACT:
SUBJECT:
Summary:
AG EN DA REPORT City of Poway
July 7, 2026
Honorable Mayor and Members of the City Council
Julie Procopio, Director of Development Serviceq
Darian Demerjian, Senior Management Analyst
(858) 668-4636 or [email protected]
CITY COUNCIL
2025 Weed and Nuisance Abatement Charges to be Collected on the County of San Diego Tax Assessor's Roll for Fiscal Year 2026-27
Annually, funds are allocated for weed and nuisance abatement services on City-owned parcels and privately-owned properties identified in the Weed Abatement Program (WAP). Private properties identified in the WAP may elect to abate their properties themselves or request the City to complete the abatement for a fee. Fees incurred by the City are passed onto the property owner and are paid by invoice or levied against the property's tax bill as a fixed charge assessment. The Poway Municipal Code requires City Council approval of the list of parcels to be assessed prior to their inclusion on the County of San Diego Tax Assessor's Roll.
Recommended Action:
It is recommended the City Council take public input, close the public hearing and adopt the Resolution approving the 2025 Weed and Nuisance Abatement charges to be collected on the County of San Diego Tax Assessor's Roll for Fiscal Year (FY) 2026-2027.
Discussion:
Weed Abatement and Vegetation Management are effective fire prevention and mitigation methods to help protect property. This work is completed for both City-owned and privately-owned properties through a third-party contractor. For private properties, the City mails notices to property owners within the WAP explaining their annual property maintenance requirements related to vegetation abatement areas. Each property owner is required to mow or weed-whip re-growth of weeds and remove dead trees, shrubs or other material that pose a significant fire hazard.
Property owners may perform the maintenance themselves or authorize the City to complete the work on their behalf. If the City completes the work, the property owner may pay the City directly for the work completed or may opt to have the costs incurred assessed against the property's tax bill as a fixed charge assessment. The amount charged is placed on an owner's property tax bill the following tax assessment year.
1 of 5
July 7, 2026, Item #7
In the event a duly noticed property owner fails to complete the mandatory abatement, a Notice of Violation is issued. Overgrown vegetation is addressed, by the City, through the abatement procedure outlined in Poway Municipal Code Chapter 8.76.
For program year 2025, the City completed abatement work on 20 City-owned properties and eight private properties. Of those private properties, five property owners elected to have the costs, plus a $175.00 administrative fee, assessed on their property tax bill for FY 2026-27. A list of the five privately owned properties is included as Exhibit A of the proposed Resolution. This information is due to the County of San Diego Tax Assessor by mid-August each year in order to be included on property tax bills.
Environmental Review:
The proposed action is not a project under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378(b)(4), which applies to government fiscal activities that do not result in physical changes to the environment. Approval of the 2025 Weed and Nuisance Abatement charges for collection on the County of San Diego Tax Assessor's Roll is an administrative action to recover costs for services already performed and does not authorize any physical changes to the environment.
Therefore, the action is not subject to CEQA review.
Fiscal Impact:
The Resolution authorizes the reimbursement to the City for any costs incurred for weed and nuisance abatement services from property owners through fixed charge assessments on the County of San Diego Tax Assessor's Roll (Property Taxes). Each parcel abated is assessed an administrative fee of $175.00 in addition to the costs for City provided weed and nuisance abatement services. The City will place $22,520.43, as shown in Attachment A, Exhibit A on the FY 2026-27 property tax roll to recover the cost of the property abatements. Weed and Nuisance Abatement service cost recovery is included in the Planning Division, FY 2026-27 Operating Budget.
Public Notification:
A Notice of Public Hearing was published in the Poway News Chieftain on Thursday,June 25, 2026 and mailed to the five property owners identified in Exhibit A of Attachment A.
Attachments:
A. Resolution
Tracy Stev
Assistant City Manager
2 of 5
Reviewed By:
Alan Fenstermacher
City Attorney
Approved By:
Chf!!!tlff;;2
2 City Manager
July 7, 2026, Item #7
RESOLUTION
NO.
26-
A
RESOLUTION
OF
THE
CITY
COUNCIL
OF
THE
CITY
OF
POWAY,
CALIFORNIA,
APPROVING
THE
2025
WEED
AND
NUISANCE
ABATEMENT
CHARGES
TO
BE
COLLECTED
ON
THE
COUNTY
OF
SAN
DIEGO
TAX
ASSESSOR'S
ROLL
FOR
FISCAL
YEAR
2026-2027
WHEREAS,
the
City
Council
of
the
City
of
Poway
directs
weed
and
nuisance
abatement
charges
for
the
2025
weed
abatement
season
to
be
collected
on
the
Fiscal
Year
(FY)
2026-27
tax
roll,
in
the
same
manner,
by
the
same
persons,
and
at
the
same
time
as,
together
with,
and
not
separate
from,
the
general
taxes
as
provided
in
the
Government
Code;
WHEREAS,
Chapters
8.72 and
8.76 of
the
Poway
Municipal
Code
(PMC),
respectively,
established
the
procedures
for
weed
and
nuisance
abatement
by
notifying
property
owners
of
the
necessity
for
abatement
and
authorize
collection
of
abatement
charges
on
the
tax
roll
prepared
by
the
County
of
San
Diego
Tax
Assessor;
WHEREAS,
on
July
7,
2026,
the
City
Council
held
a
duly
advertised
public
hearing
to
solicit
comments
from
the
public,
both
for
and
against,
relative
to
this
action;
and
WHEREAS,
a
list
of
the
five
privately-owned
weed
abatement
properties
is
attached
hereto
as
"Exhibit
A".
NOW,
THEREFORE,
BE
IT
RESOLVED
by
the
City
Council
of
the
City
of
Poway
as
follows:
SECTION
1 The
report
submitted
to
the
City
Council
setting
forth
weed
and
nuisance
abatement
charges
as
established
by
PMC
Chapter
8. 76
and
attached
hereto
as
"Exhibit
A"
is
hereby
approved.
Said
charges
shall
be
collected
on
the
FY
2026-27
County
of
San
Diego
Tax
Roll.
SECTION
2: The
City
Clerk
is
directed
to
file
a
certified
copy
of
this
Resolution
with
the
Clerk
of
the
Board
of
Supervisors
and
the
Auditor
of
the
County
of
San
Diego,
State
of
California
.
3 of
5 II II II II II II II II II
ATTACHMENT
A
July 7, 2026, Item #7
Resolution No. 26-
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Poway, California on the 7th day of July, 2026 by the following vote, to wit:
AYES:
NOES:
ABSTAINED:
ABSENT:
DISQUALIFIED:
Steve Vaus, Mayor
ATTEST:
Carrie Gallagher, CMC, City Clerk
4 ofS
July 7, 2026, Item #7
5 of 5
EXHIBIT A
2025 PRIVATE WEED AND NUISANCE ABATEMENTS
Private Property Weed Abatements to be Assessed to Tax Rolls Assessor Parcel Number
3175200500
3210112500
3147111800
3220110600
3220401600
Total to be Assessed
Assessed Amount
$2,342.36
$699.28
$661.66
$12,620.65
$6,196.48
$22,520.43
Resolution No. 26-