Agenda packet — Rocklin City Council, December 12, 2023 (part 4 of 8)

January 2023
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November 17, 2023

Hunter Young
City of Rocklin
3970 Rocklin Road
Rocklin, CA 95677

RE: BID ADVISORY
Bidder: Central Valley Engineering & Asphalt Inc.

Awarding Agency: City of Rocklin
Project: Park Drive Rehabilitation Project
FFC Case No.: 1617SAC

Dear Mr. Young:

The Foundation for Fair Contracting (FFC) is a nonprofit organization which has been serving the public interest since 1985. The objective of the FFC is to monitor compliance with prevailing wage laws pertaining to the construction industry, including informing and educating industry stakeholders. Unbalanced bids raise questions in regard to performance and compliance with the rules and regulations for the payment of prevailing wages, and the safety and well-being of the workforce. It further opens the question of excessive future change orders, the fairness to and rights of other bidders in the bidding process, and the intent of the bidding process in general.

In deference to all bidders and in order for the public interest to best be served, please enter this formal bid advisory against the above-noted contractors as a matter of public record. We respectfully request that Central Valley Engineering & Asphalt Inc. (Central Valley) bid be rejected for the following reasons:

x ONGOING VIOLATIONS OF PREVAILING WAGE LAWS RESULTING IN WAGE THEFT
Central Valley has numerous infractions/violations which have resulted in willful circumvention of the Laws and Regulations Governing the Payment of Prevailing Wages, including, but not limited to, violations resulting in wage theft and non- compliance with apprenticeship laws. They have engaged in this pattern of unlawful activity on various public works prevailing wage projects. Civil Wage and Penalty Assessments have been issued to them by the State of California, Division of Labor Standards Enforcement (DLSE), Labor Commissioner’s office. We have provided supporting documentation for your review.

Furthermore, Central Valley is currently under investigation by our offices in connection with issues provided below.

Misclassifications resulting in underpayments.
Failure to comply with overtime requirements.
Failure to comply with apprenticeship requirements.
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Hunter Young
City of Rocklin
November 17, 2023

Page 2 ends

Failing to report all workers on certified payrolls.

x FAILURE TO COMPLY WITH WORKFORCE DEVELOPMENT AND FORMAL

APPRENTICESHIP PROGRAMS
Central Valley has not made a good faith effort to participate and invest in Local Workforce Development, nor have they participated in local hiring of workers in the community through formal and recognized pre-apprenticeship programs and formal apprenticeship programs for specific apprenticeable crafts. They have failed to request, employ, train, and pay the proper prevailing wages to apprentices.

x OSHA VIOLATIONS RESULTING IN FINES ISSUED AND UPHELD
Central Valley has safety infractions that have resulted in investigations and fines issued by OSHA. We have attached supporting documentation for your review.

x LITIGATION AND PRIVATE ATTORNEY GENERAL ACT (PAGA) LAWSUITS Central Valley has history of PAGA related lawsuits filed with the State of California, brought forth from workers who have been victims of wage theft. Further, Central Valley has a history of private litigation resulting from unsafe work ethics. Private litigation and PAGA supporting documentation is attached for your review.

Please contact our office with questions, comments, or clarifications.

Sincerely,

Jesse Jimenez
Executive Director

Case: 1617SAC

cc: City of Rocklin – Mayor and Councilmembers
Ken Broadway – Email: [email protected]
Greg Janda – Email: [email protected]
David Bass – Email: [email protected]
Jill Gayaldo – Email: [email protected]
Bill Halldin – Email: [email protected]

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City Council
Staff Report

Subject:

Purchase of Flock Group Inc. Automated License Plate Reader Cameras

Date:

December 12, 2023
Submitted By:

Neil Costa, Lieutenant
Rustin Banks, Chief
Department:

Police
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Authorizing the City Manager to Execute an Agreement with Flock Group Inc.

Background:

On September 13, 2022, the City Council adopted Resolution No. 2022-181 approving a two- year agreement with Flock Group, Inc. to install and operate 32 automated license plate readers (ALPR) cameras throughout the City of Rocklin. At this time the Rocklin Police Department desires to add an additional six ALPR cameras to cover all of the ingress and egress locations in the City of Rocklin, and to extend the contract to a new five-year master service agreement that covers all 38 ALPR cameras.

ALPR systems include cameras that can be placed in fixed locations throughout the City. The cameras scan the license plates of passing vehicles and automatically check the information against regional and national databases to determine if vehicles are stolen, have been used in a felony crime, identify as stolen plates, missing persons, people at risk, or for any other reasons that a license plate has been reported by law enforcement. The cameras also retain images of license plates, including the time, date, and location of where the vehicle passed through the cameras active range. If a crime, missing person, hit and run collision, or other significant incident is reported later, Police Department staff can research the database for clues about possible related vehicles. The system also alerts law enforcement, in real time, if and when, these vehicles pass through an area. With the use of multiple cameras, law enforcement is able to track the movement of these vehicles throughout the city assisting patrol units in locating them.

ALPR technology has been deployed in Rocklin since 2019 and throughout the nation for even longer. Local municipalities such as Roseville, Lincoln, Auburn, and the Counties of Placer Item Number 3O.

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and Sacramento are also actively utilizing this technology successfully. ALPR systems are used to enhance the enforcement and investigative capabilities, expand law enforcement’s ability to analyze relevant data, and expediate the criminal investigative process of comparing vehicle license plates with lists of stolen, wanted, and other vehicles of interest. In the past ten months, Rocklin's existing ALPR cameras have led to the recovery of multiple stolen vehicles, helped in locating an at-risk missing person, were imperative in apprehending suspects responsible for two Rocklin bank robberies, assist with Organized Retail Crime efforts on a daily basis and much more. With this added technology, area law enforcement agencies are able to communicate with each other to coordinate a response to search for and locate these vehicles.

The Rocklin Police Department adopted policy 424 (Lexipol, LLC.) “Automated License Plate Readers” in July 2010, and revised it in October 2011 and April 2019. Policy 424 outlines the administration, collection and use of ALPR data which requires that restricted access to the system be for legitimate law enforcement purpose only. A copy of the policy is included as Attachment 3.

Prior to implementing an ALPR program, California Civil Code section 1798.90.55 requires the City to provide an opportunity for public comment at regularly scheduled City Council meeting.

When the Rocklin Police Department originally implemented its program in 2019, an opportunity was given for public comment at a City Council meeting. There were no concerns raised by comments during this meeting. The Rocklin Police Department will continue to implement community outreach on the use of ALPR cameras by spreading awareness via several social media outlets and by holding neighborhood meetings, if necessary.

Fiscal Impact:

The total cost of year one of the agreement is $109,900, with the cost reducing to $98,500 for years two through five. Fifty percent of the first year’s contract costs of $49,250, plus $11,400 in installation costs, for a total of $60,650, is included in the Fiscal Year 2023/24 Operating Budget. The additional first-year expense of $15,000 and remaining fifty percent balance of the first year's contract costs will be provided through anticipated operational savings within the Department's operating budget, or through the use of Asset Forfeiture funding.

ATTACHMENTS:

1. Resolution

2. Agreement with Flock Group, Inc.

3. Rocklin Police Department Policy 424
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RESOLUTION NO. 2023-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH THE FLOCK GROUP INC.

WHEREAS, since 2019 the City of Rocklin has incorporated Automated License Plate Reader cameras within the city; and
WHEREAS, the Rocklin Police Department intends to expand this system to cover all ingress and egress roads to the city; and
WHEREAS, the City wishes to enter into a new five-year Master Services Agreement with the Flock Group, Inc. to lease a total of 38 cameras, including six new cameras, that will be installed and serviced by Flock Group, Inc.; and
WHEREAS, funding for the first year of service of the new contract, $60,650, is available in the FY 2023/24 operating budget with the balance of first year costs of $49,250 paid from FY 2023/24 budget savings and Asset Forfeiture with recurring cost of $98,500 added to FY 2024/25 and $98,500 included in future operating budgets during the life of the contract and subsequent amendments; and
WHEREAS, pursuant to the Rocklin Municipal Code 3.04.090 (E), the City Council finds that it is in the public interest to approve this contract for longer than three years because the purchase is for specialized technological equipment and services and the addition of six cameras to the existing system is the most efficient method of addressing the City’s needs for such equipment and services; and
WHEREAS, the City Council authorizes the City Manager to enter into the five-year lease agreement with Flock Group, Inc.

NOW, THEREFORE, the City of Rocklin does resolve as follows:

Section 1. The City Council of the City of Rocklin has reviewed and approves the terms of the Flock Group, Inc. Agreement to lease 38 Automated License Plate Reader Cameras; and
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Section 2. The City Council of the City of Rocklin hereby authorizes the City Manager to execute an Agreement for Automated License Plate Reader Cameras in the amount not to exceed $109,900 for the first year of service and $98,500 annually for the duration of the contract and any amendments thereto.

PASSED AND ADOPTED this 12th day of December, 2023, by the following roll call vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
______________________________
, Mayor
ATTEST:
_______________________________
Haley Reid, Acting City Clerk
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Flock Safety + CA - Rocklin PD
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:

Caroline Fraher
[email protected]
310-844-3659
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Company Overview
At Flock Safety, technology unites law enforcement and the communities they serve to eliminate crime and shape a safer future, together. We created the first public safety operating system to enable neighborhoods, schools, businesses, and law enforcement to work together to collect visual, audio, and situational evidence across an entire city to solve and prevent crime.

Our connected platform, comprised of License Plate Recognition (LPR), live video, audio detection, and a suite of integrations (AVL, CAD & more), alerts law enforcement when an incident occurs and turns unbiased data into objective answers that increase case clearance, maximize resources, and reduce crime -- all without compromising transparency or human privacy.

Join thousands of agencies reducing crime with Flock Safety’s public safety operating system 2000+ 120 1B+ <60%*
communities with private-
public partnerships
incident alerts / minute 1B+ vehicles detected /
month
<60% local crime reduction
in Flock cities
*According to a 2019 study conducted by Cobb County Police Department Introduction
Layer Intelligence to Solve More Crime
The pathway to a safer future looks different for every community. As such, this proposal presents a combination of products that specifically addresses your public safety needs, geographical layout, sworn officer count, and budget. These components make up your custom public safety operating system, a connected device network and software platform designed to transform real-time data into a panoramic view of your jurisdiction and help you zero in on the leads that solve more cases, prevent future crimes, and foster trust in the communities you serve.

Software Platform
Flock Safety's out-of-box software platform collects and makes sense of visual, audio, and situational evidence across your entire network of devices.
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Out-of-Box Software Features
Simplified Search Get a complete view of all activity tied to one vehicle in your network of privately and publicly owned cameras.

The user-friendly search experience allows officers to filter hours of footage in seconds based on time, location, and detailed vehicle criteria using patented Vehicle Fingerprint ™ technology. Search filters include:
● Vehicle make
● Body type
● Color
● License plates
○ Partial tags
○ Missing tags
○ Temporary tags
○ State recognition
● Decals
● Bumper stickers
● Back racks
● Top racks
National and Local Sharing Access 1B+ additional plate reads each month without purchasing more cameras. Solve cross-jurisdiction crimes by opting into Flock Safety's sharing networks, including one-to- one, national, and statewide search networks. Users can also receive alerts from several external LPR databases:

California SVS
FDLE
FL Expired Licenses
FL Expired Tags
FL Sanctioned Drivers
FL Sex Offenders
Georgia DOR
IL SOS
Illinois Leads
NCIC
NCMEC Amber Alert
REJIS
CCIC
FBI
Real-time Alerts Receive SMS, email, and in-app notifications for custom Hot Lists, NCIC wanted lists, AMBER alerts, Silver alerts, Vehicle Fingerprint matches, and more.

Interactive ESRI Map View your AVL, CAD, traffic, and LPR alerts alongside live on- scene video from a single interactive map for a birdseye view of activity in your jurisdiction.

Vehicle Location Analysis Visualize sequential Hot List alerts and the direction of travel to guide officers to find suspect vehicles faster.
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Out-of-Box Software Features (Continued)
Transparency Portal Establish community trust with a public-facing dashboard that shares policies, usage, and public safety outcomes related to your policing technology.

Insights Dashboard Access at-a-glance reporting to easily prove ROI, discover crime and traffic patterns and prioritize changes to your public safety strategy by using data to determine the most significant impact.

Native MDT Application Download FlockOS to your MDTs to ensure officers never miss a Hot List alert while out on patrol.

Hot List Attachments
Attach relevant information to Custom Hot List alerts. Give simple, digestible context to Dispatchers and Patrol Officers responding to Hot List alerts so they can act confidently and drive better outcomes. When you create a custom Hot List Alert, add case notes, photos, reports, and other relevant case information.

Single Sign On (SSO) Increase your login speed and information security with Okta or Azure Single Sign On (SSO). Quickly access critical
information you need to do your job by eliminating the need for password resets and steps in the log-in process.
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License Plate Recognition
The Flock Safety Falcon® LPR camera uses Vehicle Fingerprint™ technology to transform hours of footage into actionable evidence, even when a license plate isn't visible, and sends Hot List alerts to law enforcement users when a suspect vehicle is detected. The Falcon has fixed and location-flexible deployment options with 30% more accurate reads than leading LPR.* *Results from the 2019 side-by-side comparison test conducted by LA County Sheriff's Department Flock Safety Falcon®LPR Camera Flock Safety Falcon® Flex Flock Safety Falcon® LR Fixed, infrastructure-free LPR camera
designed for permanent placement.
√ 1 Standard LPR Camera
√ Unlimited LTE data service + Flock OS
platform licenses
√ 1 DOT breakaway pole
√ Dual solar panels
√ Permitting, installation, and ongoing
maintenance
Location-flexible LPR camera designed
for fast, easy self-installation, which is
ideal for your ever-changing
investigative needs.
√ 1 LPR Camera
√ Unlimited LTE data service + software
licenses
√ 1 portable mount with varying-sized
band clamps
√ 1 Charger for internal battery
√ 1 hardshell carrying case
Long-range, high-speed LPR camera
that captures license plates and Vehicle
Fingerprint data for increasing
investigative leads on high-volume
roadways like highways and interstates.
√ 1 Long-Rage LPR Camera
√ Computing device in protective poly
case
√ AC Power
√ Permitting, installation, and ongoing
maintenance
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Your Flock Safety Team
Flock Safety is more than a technology vendor; we are a partner in your mission to build a safer future. We work with thousands of law enforcement agencies across the US to build stronger, safer communities that celebrate the hard work of those who serve and protect. We don’t disappear after contracts are signed; we pride ourselves on becoming an extension of your hard-working team as part of our subscription service.

Implementation Meet with a Solutions Consultant (former LEO) to build a deployment plan based on your needs. Our Permitting Team and Installation Technicians will work to get your device network approved, installed, and activated.

User Training + Support Your designated Customer Success Manager will help train your power users and ensure you maximize the platform,
while our customer support team will assist with needs as they arise.

Maintenance We proactively monitor the health of your device network. If we detect that a device is offline, a full-time technician will service your device for no extra charge.

Note: Ongoing maintenance does not apply to Falcon Flex devices.

Public Relations Government Affairs
Get support educating your stakeholders, including city councils and other governing bodies.

Media Relations
Share crimes solved in the local media with the help of our Public Relations team.
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EXHIBIT A

ORDER FORM
Customer: CA - Rocklin PD Initial Term: 60 Months
Legal Entity Name: CA - Rocklin PD Renewal Term: 24 Months Accounts Payable Email: [email protected] Payment Terms: Net 30 Address: 4080 Rocklin Rd Rocklin, California 95677 Billing Frequency: 50% of Annual Contract + 100% of Implementation Invoiced at Signing. 25% of Annual Contract Invoiced at First Camera Validation. 25% of Annual Contract Invoiced at Last Camera Validation. Annual payments invoiced for remainder of
subscription term.

Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $98,500.00
Flock Safety Flock OS
FlockOS ™ Included 1 Included
Flock Safety LPR Products
Flock Safety Falcon ® Included 38 Included
Flock Safety FlockOS Add Ons
Flock Safety Advanced Search $3,500.00 1 $3,500.00
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Flock Safety Professional Services
Professional Services - Advanced Implementation
Fee $1,900.00 6 $11,400.00
Subtotal Year 1: $109,900.00
Annual Recurring Subtotal: $98,500.00
Discounts: $95,000.00
Estimated Tax: $0.00
Contract Total: $503,900.00
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Billing Schedule
Billing Schedule Amount (USD)
Year 1
At Contract Signing $60,650.00
At First Device Installed $24,625.00
At Last Device Installed $24,625.00
Annual Recurring after Year 1 $98,500.00
Contract Total $503,900.00
*Tax not included
Discounts
Discounts Applied Amount (USD)
Flock Safety Platform $95,000.00
Flock Safety Add-ons $0.00
Flock Safety Professional Services $0.00
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Product and Services Description
Flock Safety Platform Items Product Description Terms
Flock Safety Falcon ®
An infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint® technology to capture vehicular attributes.

The Term shall commence upon first installation and validation of Flock Hardware.

One-Time Fees Service Description
Installation on existing
infrastructure
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.

Professional Services - Standard
Implementation Fee
One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.

Professional Services -
Advanced Implementation Fee
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.

FlockOS Features & Description
Package: Essentials
FlockOS Features Description
Community Cameras (Full Access) Access to all privately owned Flock devices within your jurisdiction that have been shared with you.

Unlimited Users Unlimited users for FlockOS
State Network (LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the statewide Flock network.

Nationwide Network (LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the nationwide Flock network.

Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations License Plate Lookup Look up specific license plate location history captured on Flock devices Vehicle Fingerprint Search Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks.

Flock Insights/Analytics page Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports.

ESRI Based Map Interface
Flock Safety’s maps are powered by ESRI, which offers the ability for 3D visualization, viewing of floor plans, and layering of external GIS data, such as City infrastructure (i.e., public facilities, transit systems, utilities), Boundary mapping (i.e., precincts, county lines, beat maps), and Interior floor plans (i.e., hospitals, corporate campuses, universities)
Real-Time NCIC Alerts on Flock ALPR Cameras Alert sent when a vehicle entered into the NCIC crime database passes by a Flock camera Unlimited Custom Hot Lists Ability to add a suspect’s license plate to a custom list and get alerted when it passes by a Flock camera Direct Share - Surrounding Jurisdiction (Full Access) Access to all Flock devices owned by law enforcement that have been directly shared with you. Have ability to search by vehicle fingerprint, receive hot list alerts, and view devices on the map. 760
By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the terms and conditions contained in the Master Services Agreement attached. The Parties have executed this Agreement as of the dates set forth below.

FLOCK GROUP, INC. Customer: CA - Rocklin PD
By:
\FSSignature2\
By:
\FSSignature1\
Name:
\FSFullname2\
Name:
\FSFullname1\
Title:
\FSTitle2\
Title:
\FSTitle1\
Date:
\FSDateSigned2\
Date:
\FSDateSigned1\
PO Number:
761
Master Services Agreement
This Master Services Agreement (this “Agreement”) is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 (“Flock”) and the entity identified in the signature block (“Customer”) (each a “Party,” and together, the “Parties”) on this the 14 day of November 2023. This Agreement is effective on the date of mutual execution (“Effective Date”). Parties will sign an Order Form (“Order Form”) which will describe the Flock Services to be performed and the period for performance, attached hereto as Exhibit A. The Parties agree as follows:

RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution through Flock’s technology platform that upon detection is capable of capturing audio, video, image, and recording data and provide notifications to Customer (“Notifications”); WHEREAS, Customer desires access to the Flock Services (defined below) on existing devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, via the Flock Services; WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to Flock’s standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices; and

AGREEMENT
NOW, THEREFORE, Flock and Customer agree that this Agreement, and any Order Form, purchase orders, statements of work, product addenda, or the like, attached hereto as 762
exhibits and incorporated by reference, constitute the complete and exclusive statement of the Agreement of the Parties with respect to the subject matter of this Agreement, and replace and supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written communications and negotiations by and between the Parties.

1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross- referenced in this Section 1.

1.1 “Anonymized Data” means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly.

1.2 “Authorized End User(s)” means any individual employees, agents, or contractors of Customer accessing or using the Services, under the rights granted to Customer pursuant to this Agreement.

1.3 “Customer Data” means the data, media and content provided by Customer through the Services. For the avoidance of doubt, the Customer Data will include the Footage.

1.4. “Customer Hardware” means the third-party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.

1.5 “Embedded Software” means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware.

1.6 “Flock Hardware” means the Flock device(s), which may include the pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable product addenda.

1.7 “Flock IP” means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below).

1.8 “Flock Network End User(s)” means any user of the Flock Services that Customer authorizes access to or receives data from, pursuant to the licenses granted herein. 763

1.9 “Flock Services” means the provision of Flock’s software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.

1.10 “Footage” means still images, video, audio and other data captured by the Flock Hardware or Customer Hardware in the course of and provided via the Flock Services.

1.11 “Hotlist(s)” means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes.

Hotlist also includes, but is not limited to, national data (i.e., NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction.

1.12 “Installation Services” means the services provided by Flock for installation of Flock Services.

1.13 “Retention Period” means the time period that the Customer Data is stored within the cloud storage, as specified in the product addenda.

1.14 “Vehicle Fingerprint™ ” means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks.

1.15 “Web Interface” means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services.
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2. SERVICES AND SUPPORT

2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End Users to access and download via the Web Interface for the data retention time defined on the Order Form (“Retention Period”). Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, including any acts or omissions of authorized End user which would constitute a breach of this agreement if undertaken by customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage).

2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, non- transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the Flock Services.

2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within seventy-two (72) hours. Flock will provide Customer with reasonable technical and on-site support and maintenance services in-person, via phone or by email at [email protected] (such services collectively referred to as “Support Services”).

2.4 Upgrades to Platform. Flock may make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock’s products or services to its agencies, the competitive strength of, or market for, Flock’s products or services, such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law.

Parties understand that such upgrades are necessary from time to time and will not diminish the quality of the services or materially change any terms or conditions within this Agreement. 765

2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Flock reasonably believe Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Customer’s direct actions or by the actions of parties associated with the Customer, the time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day). For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of the Term.

2.6 Service Suspension. Flock may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Customer has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Customer’s account (“Service Suspension”). Customer shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled by the duration of the Service Suspension.

2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately.
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3. CUSTOMER OBLIGATIONS

3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in this Agreement, Customer shall not designate Authorized End Users for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use Customer-issued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock with up to date contact information at all times during the Term of this agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services. Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock to perform Services (such obligations of Customer are collectively defined as “Customer Obligations”).

3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content.

4. DATA USE AND LICENSING

4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data and perform all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not own and shall not sell Customer Data.

4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages, 767
text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Customer (“Customer Generated Data”). Customer shall retain whatever legally cognizable right, title, and interest in Customer Generated Data. Customer understands and acknowledges that Flock has no obligation to monitor or enforce Customer’s intellectual property rights of Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide, royalty-free, license to use the Customer Generated Data for the purpose of providing Flock Services. Flock does not own and shall not sell Customer Generated Data.

4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer Generated Data to the extent such anonymization renders the data non- identifiable to create Anonymized Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data.

5. CONFIDENTIALITY; DISCLOSURES

5.1 Confidentiality. To the extent required by any applicable public records requests, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).

Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any 768
such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.

Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations of Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret.

5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement.

Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion. Customer and Authorized End Users shall not: (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Customer’s rights. There are no implied rights.
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5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to comply with a legal process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations.

6. PAYMENT OF FEES

6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. If Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no later than thirty (30) days after the closing date on the first invoice in which the error or problem appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least thirty (30) days’ prior written notice to Customer of the payment delinquency before exercising any suspension right.

6.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent Renewal Terms by providing sixty (60) days’ notice (which may be sent by email) prior to the end of the Initial Term or Renewal Term (as applicable).

6.3 Late Fees. If payment is not issued to Flock by the due date of the invoice, an interest penalty of 1.0% of any unpaid amount may be added for each month or fraction thereafter, until final payment is made.

6.4 Taxes. Customer is responsible for all taxes, levies, or duties, excluding only taxes based on Flock’s net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing authority, for which Customer is responsible, the appropriate amount shall be invoice to and paid by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and Flock shall not charge customer any taxes from which it is exempt. If any deduction or 770
withholding is required by law, Customer shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required.

7. TERM AND TERMINATION

7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form (the “Term”). Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period (“Cure Period”). Either Party may terminate this Agreement (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of the pre-paid fees for Services not received due to such termination.

7.3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 11.1 and

11.6. 771

8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER

8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Customer must notify Flock’s technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing within a commercially reasonable time, but no longer than seven (7) business days after Customer gives notice to Flock.

8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that (1) Flock Services will be materially affected, and (2) that Flock shall have no liability to Customer regarding such affected Flock Services, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware.

8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTS.

FLOCK DOES NOT WARRANT THAT THE 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 SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK

DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT

LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A 772
PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER ONLY

APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11.6.

8.5 Insurance. Flock will maintain commercial general liability policies as stated in Exhibit B.

8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or omissions.

9. LIMITATION OF LIABILITY; INDEMNITY

9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,

FLOCK, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND

EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY

SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED

THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D)

FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR

REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH

AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID

AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT

GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF 773

LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION 10.6.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING

LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS

NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION OBLIGATIONS.

9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or employees.

9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents and employees, from liability of any kind, including claims, costs (including defense) and expenses, on account of: (i) any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement; or (ii) any damage or injury to property or person directly caused by Flock’s installation of Flock Hardware, except for where such damage or injury was caused solely by the negligence of the Customer or its agents, officers or employees. Flock’s performance of this indemnity obligation shall not exceed the fees paid and/or payable for the services rendered under this Agreement in the preceding twelve (12) months.

10. INSTALLATION SERVICES AND OBLIGATIONS

10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise expressly stated in this Agreement, Customer is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer agrees and understands that in the event Customer is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination for material breach by Customer. Customer shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at 774
Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s rights to any damages Flock may sustain as a result of Customer’s default and Flock shall have the right to enforce any other legal remedy or right.

10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan (“Deployment Plan”). In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location, and will provide alternative options to Customer.

10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, re- positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles will incur a fee according to the reinstall fee schedule located at (https://www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and confirm approval of any such fees.

10.4 Customer Installation Obligations. Customer is responsible for any applicable supplementary cost as described in the Customer Implementation Guide, attached hereto as Exhibit C (“Customer Obligations”). Customer represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the designated locations and to make any necessary inspections or maintenance in connection with such installation.

10.5 Flock’s Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the length of the Term. Flock may use a subcontractor or third party to perform certain obligations under this agreement, provided that Flock’s use of such subcontractor or third party shall not release Flock from any duty or liability to fulfill Flock’s obligations under this Agreement.

11. MISCELLANEOUS
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11.1 Compliance With Laws. Parties shall comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s).

11.2 Severability. 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.

11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction.

11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral , communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Customer’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon future purchase order is subject to these legal terms and does not alter the rights and obligations under this Agreement, except that future purchase orders may outline additional products, services, quantities and billing terms to be mutually accepted by Parties. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail. Customer agrees that Customer’s purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature.

11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer. 776

11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in which the Customer is located. The Parties hereto agree that venue would be proper in the chosen courts of the State of which the Customer is located. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.

11.7 Special Terms. Flock may offer certain special terms which are indicated in the proposal and will become part of this Agreement, upon Customer’s prior written consent and the mutual execution by authorized representatives (“Special Terms”). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.

11.8 Publicity. Flock has the right to reference and use Customer’s name and trademarks and disclose the nature of the Services in business and development and marketing efforts.

11.9 Feedback. If Customer or Authorized End User provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.

11.10 Export. Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Customer or authority. As defined in Federal Acquisition Regulation (“FAR”), section

2.101, the Services, the Flock Hardware and Documentation are “commercial items” and according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial computer software documentation.” Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 777

11.11 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections.

11.12 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing.

11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise.

11.14 Morality. In the event Customer or its agents become the subject of an indictment, contempt, scandal, crime of moral turpitude or similar event that would negatively impact or tarnish Flock’s reputation, Flock shall have the option to terminate this Agreement upon prior written notice to Customer.

11.15 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt to the address listed on the Order Form (or, if different, below), if sent by certified or registered mail, return receipt requested.

11.16 Non-Appropriation. Notwithstanding any other provision of this Agreement, all obligations of the Customer under this Agreement which require the expenditure of funds are conditioned on the availability of funds appropriated for that purpose. Customer shall have the right to terminate this Agreement for non appropriation with thirty (30) days written notice without penalty or other cost.
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FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: [email protected]
Customer NOTICES ADDRESS:

ADDRESS:

ATTN:

EMAIL:
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EXHIBIT B

INSURANCE
Required Coverage. Flock shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the services under this Agreement and the results of that work by Flock or its agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M. Best rating of no less than “A” and “VII”. Flock shall obtain and, during the term of this Agreement, shall maintain policies of professional liability (errors and omissions), automobile liability, and general liability insurance for insurable amounts of not less than the limits listed herein. The insurance policies shall provide that the policies shall remain in full force during the life of the Agreement. Flock shall procure and shall maintain during the life of this Agreement Worker's Compensation insurance as required by applicable State law for all Flock employees.

Types and Amounts Required. Flock shall maintain, at minimum, the following insurance coverage for the duration of this Agreement:
(i) Commercial General Liability insurance written on an occurrence basis with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and product and completed operations coverage;
(ii) Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits of Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate;
(iii) Professional Liability/Errors and Omissions insurance with minimum limits of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate;
(iv) Commercial Automobile Liability insurance with a minimum combined single limit of One Million Dollars ($1,000,000) per occurrence for bodily injury, death, and property coverage, including owned and non-owned and hired automobile coverage; and 780
(v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five Million Dollars ($5,000,000).
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Policy
424
Rocklin Police Department

POLICIES
Automated License Plate Readers (ALPRs)
424.1 PURPOSE AND SCOPE
The purpose of this policy is to provide guidance for the capture, storage and use of digital data obtained through the use of Automated License Plate Reader (ALPR) technology. 424.2 POLICY
The policy of the Rocklin Police Department is to utilize ALPR technology to capture and store digital license plate data and images while recognizing the established privacy rights of the public.

All data and images gathered by the ALPR are for the official use of this department. Because such data may contain confidential information, it is not open to public review. 424.3 ADMINISTRATION OF ALPR DATA
The ALPR technology, also known as License Plate Recognition (LPR), allows for the automated detection of license plates. It is used by the Rocklin Police Department to convert data associated with vehicle license plates for official law enforcement purposes, including identifying stolen or wanted vehicles, stolen license plates and missing persons. It may also be used to gather information related to active warrants, homeland security, electronic surveillance, suspect interdiction and stolen property recovery.

All installation and maintenance of ALPR equipment, as well as ALPR data retention and access, shall be managed by the Investigations Unit supervisor. The Investigations supervisor will assign members under his/her supervision to administer the day-to-day operation of the ALPR equipment and data.

It is the responsibility of the Support Services Division Commander or the Chief's designee to ensure that an audit is conducted of the ALPR detection browsing inquires at least once during each calendar year. The Department will audit a sampling of the ALPR system utilization from the prior 12-month period to verify the proper use in accordance with the below-authorized uses.

The audit shall randomly select at least 10 detection browsing inquires conducted by department employees during the preceding six-month period and determine if each inquiry meets the requirements to establish in policy section 424.6.

The audit shall be documented in the form of an internal department memorandum to the Chief of Police. The memorandum shall include any data errors found so that such errors found can be corrected. After review by the Chief of Police, the memorandum and any associated documentation shall be filed and retained by the Support Services Division Commander. 424.3.1 ALPR ADMINISTRATOR
The Administration Division Commander shall be responsible for developing guidelines and procedures to comply with the requirements of Civil Code § 1798.90.5 et seq. This includes, but is not limited to (Civil Code § 1798.90.51; Civil Code § 1798.90.53):

Published with permission by Rocklin Police Department
Automated License Plate Readers (ALPRs) -
409 782
Rocklin Police Department

POLICIES

POLICIES
Automated License Plate Readers (ALPRs)
(a) A description of the job title or other designation of the members and independent contractors who are authorized to use or access the ALPR system or to collect ALPR information.
(b) Training requirements for authorized users.
(c) A description of how the ALPR system will be monitored to ensure the security of the information and compliance with applicable privacy laws. (d) Procedures for system operators to maintain records of access in compliance with Civil Code § 1798.90.52.
(e) The title and name of the current designee in overseeing the ALPR operation. (f) Working with the Custodian of Records on the retention and destruction of ALPR data. (g) Ensuring this policy and related procedures are conspicuously posted on the department’s website.
424.4 OPERATIONS
Use of an ALPR is restricted to the purposes outlined below. Department members shall not use, or allow others to use the equipment or database records for any unauthorized purpose (Civil Code § 1798.90.51; Civil Code § 1798.90.53).
(a) An ALPR shall only be used for official law enforcement business. (b) An ALPR may be used in conjunction with any routine patrol operation or criminal investigation. Reasonable suspicion or probable cause is not required before using an ALPR.
(c) Partial license plates and unique vehicle descriptions reported during major crimes should be entered into the ALPR system in an attempt to identify suspect vehicles. (d) No member of this department shall operate ALPR equipment or access ALPR data without first completing department-approved training.
(e) No ALPR operator may access department, state or federal data unless otherwise authorized to do so.
(f) If practicable, the officer should verify an ALPR response through the California Law Enforcement Telecommunications System (CLETS) before taking enforcement action that is based solely on an ALPR alert.
424.4.1 ALPR HITS
ALPR hits shall be broadcasted in a timely fashion so that dispatch can confirm the status of the wanted vehicle and ensure officer and public safety.
(a) Personnel broadcasting ALPR hits from a desktop should confirm the vehicle status prior to broadcast on the appropriate radio channel.

ALPR hits shall be dispatched as provided below:
(a) ALPR hits shall be entered as a call for service using the appropriate call type to classify the incident.

Published with permission by Rocklin Police Department
Automated License Plate Readers (ALPRs) -
410 783
Rocklin Police Department

POLICIES

POLICIES
Automated License Plate Readers (ALPRs)
(b) Dispatchers receiving ALPR hit information shall enter a call for service and;

1. Confirm the license plate status by running a CLETS/NCIC query and attaching the results to the incident.

2. Obtain the vehicle description and direction of travel.

3. Make the appropriate broadcast based on the circumstances surrounding the hit. At a minimum, dispatchers will broadcast on the main channel to the Patrol Division.
424.4.2 INOPERABLE OR DAMAGED ALPR EQUIPMENT
Upon discovery of any ALPR equipment that is inoperable or damaged, officers shall:
(a) Not attempt to repair defective or inoperable ALPR equipment and immediately notify an ALPR Administrator and their Supervisor.
(b) Document damage or vandalism to any fixed ALPR camera, ALPR equipment, or a mobile trailer in a crime report and notify the ALPR Administrator. Damaged or vandalized mobile trailers shall be returned to the police facility. 424.4.3 DETECTION BROWSING
When an officer uses the ALPR system to aid in an investigation, the following information must be entered upon each search:
(a) Related case/incident number, if applicable.
(b) If no case/incident number is available, the officer must provide a reason for the search with enough information that a reasonable person would understand the reason for the search, such as, "outside assist" with that agency's case/incident number, "flagged down, 10851 CVC just occurred," or "BOLO aired on scanner for wanted vehicle." 424.5 DATA COLLECTION AND RETENTION
The Support Services Division Commander is responsible for ensuring systems and processes are in place for the proper collection and retention of ALPR data. ALPR data collection will be transferred to the designated storage, in accordance with department procedures.

All ALPR data downloaded to the server should be stored for a minimum 30 days (Government Code § 34090.6) and in accordance with the established records retention schedule. Thereafter, ALPR data should be purged unless it has become, or it is reasonable to believe it will become, evidence in a criminal or civil action or is subject to a discovery request or other lawful action to produce records. In those circumstances the applicable data should be downloaded from the server onto portable media and booked into evidence.
424.6 ACCOUNTABILITY
All data will be closely safeguarded and protected by both procedural and technological means.

The Rocklin Police Department will observe the following safeguards regarding access to and use of stored data (Civil Code § 1798.90.51; Civil Code § 1798.90.53):

Published with permission by Rocklin Police Department
Automated License Plate Readers (ALPRs) -
411 784
Rocklin Police Department

POLICIES

POLICIES
Automated License Plate Readers (ALPRs)
(a) All ALPR data downloaded to the mobile workstation and in storage shall be accessible only through a login/password-protected system capable of documenting all access of information by name, date and time (Civil Code § 1798.90.52). (b) Members approved to access ALPR data under these guidelines are permitted to access the data for legitimate law enforcement purposes only, such as when the data relate to a specific criminal investigation or department-related civil or administrative action.
(c)
For security or data breaches, see the Records Release and Maintenance Policy. 424.7 RELEASING ALPR DATA
The ALPR data may be shared only with other law enforcement or prosecutorial agencies for official law enforcement purposes or as otherwise permitted by law, using the following procedures:
(a) The agency makes a written request for the ALPR data that includes:

1. The name of the agency.

2. The name of the person requesting.

3. The intended purpose of obtaining the information.
(b) The request is reviewed by the Support Services Division Commander or the authorized designee and approved before the request is fulfilled. (c) The approved request is retained on file.

Requests for ALPR data by non-law enforcement or non-prosecutorial agencies will be processed as provided in the Records Maintenance and Release Policy (Civil Code § 1798.90.55). 424.8 TRAINING
The Professional Standards Unit should ensure that members receive department-approved training for those authorized to use or access the ALPR system (Civil Code § 1798.90.51; Civil Code § 1798.90.53).

Published with permission by Rocklin Police Department
Automated License Plate Readers (ALPRs) -
412 785
City Council
Staff Report

Subject:

Amendment No. 3 to the Agreement with R3 Consulting, Inc.

Date:

December 12, 2023
Submitted By:

Justin Nartker, Director of Public Services
Department:

Public Services
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Approving Amendment No. 3 to the Contract for Services with R3 Consulting, Inc. and Authorizing the City Manager to Execute Amendment No. 3.

Background:

The City currently has a Franchise Agreement with Auburn Placer Disposal Service (ADPS) aka Auburn Recology to provide solid waste collection services which is scheduled to terminate in March of 2024. ADPS has requested a 10 year extension along with various changes such as, new programs to comply with Senate Bill (SB) 1383. In preparation for contract negotiations the City entered into an agreement with R3 Consulting, Inc. to evaluate the City’s solid waste collection system and provide recommendations and negotiation support. The original contract was executed on May 20, 2021, in an amount not to exceed $49,500. Two additional amendments have been issued for time only, extending the agreement until November 20, 2025. However, since the initial scope of services, staff has determined that it would be in the best interest of the City to have R3 Consulting, Inc. perform additional services in the form of a scaled down rate review to ensure the base costs continue to be reasonable prior to the addition of any new programs.

The cost to perform the additional work is $15,000, bringing the total contract amount to $64,500. Staff recommends the current agreement amount of $49,500 be increased by $15,000 for a total amount not to exceed $64,500.

Fiscal Impact:

The additional needed for the contract amendment will be provided through SB1383 grant funds.

Item Number 3P.

ATTACHMENTS:

1. Resolution (with Exhibit A - Amendment No. 3)
786
RESOLUTION NO. 2023-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN
APPROVING AMENDMENT NO. 3 TO THE CONTRACT FOR SERVICES WITH R3 CONSULTING, INC.

AND AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 3 WHEREAS, on May 20, 2021, the City of Rocklin entered into an agreement with R3 Consulting Inc., to provide consulting services for the negotiation of the Franchise Agreement with Auburn Placer Disposal Service (APDS); and
WHEREAS, two (2) Amendments have been issued extending the agreement until November 20, 2025; and
WHEREAS, staff has determined that it is in the best interest of the City of Rocklin to have R3 Consulting, Inc. perform a scaled down rate review of the current base costs; and WHEREAS, the cost to perform the rate review is Fifteen Thousand Dollars ($15,000) bringing the total contract amount to Sixty-Four Thousand, Five Hundred Dollars ($64,500) which is over the City Manager’s signing authority; and
WHEREAS, the additional funding needed for the contract amendment will be covered through SB1383 grant funds.

NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1. The City Council of the City of Rocklin hereby approves Amendment No. 3 to the Contract for Services with R3 Consulting, Inc. and authorizes the City Manager to execute Amendment No. 3 in substantially the form attached hereto as Exhibit “A.” PASSED AND ADOPTED this 12th day of December, 2023, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
____________________________________
, Mayor
ATTEST:
___________________________
Haley Reid, Interim City Clerk
787
AMENDMENT NO. 3

TO CONTRACT FOR SERVICES BETWEEN THE CITY OF ROCKLIN
AND R3 CONSULTING, INC., EFFECTIVE MAY 20, 2021
This Amendment is entered into as of this 12 th day of December, 2023, by and between the City of Rocklin, a municipal corporation (“City”) and R3 Consulting, Inc., (“Contractor”), who agree as follows:

RECITALS
WHEREAS, R3 Consulting, Inc. and the City of Rocklin entered into an agreement on May 20, 2021 to evaluate the City’s solid waste collection system and provide recommendations and negotiation support; and
WHEREAS, conducting a rate review will ensure that base cost remain reasonable and is in the best interest of the City; and
WHEREAS, the cost to perform the rate review is Fifteen Thousand ($15, 000) bringing the total contract amount to Sixty Four Thousand, Five Hundred Dollars ($64,500).

AGREEMENT
NOW, therefore, the City and Contractor hereby agree to amend the Contract as follows:

1. Section “2” entitled “Compensation” is amended to increase the not to exceed amount of the Contract from $49,500 to $64,500.

2. Exhibit A is amended to include the additional services set forth in Exhibit A, attached hereto, and incorporated herein.

3. Exhibit C is amended to include the fees for the additional services, as set forth in Exhibit C, attached hereto, and incorporated herein.

Except as set forth in this Amendment, the Contract is unaffected and shall continue in full force and effect in accordance with its terms. If there is a conflict between this Amendment and the Contract, the terms of this Amendment will prevail.

Executed as of the date first written above.

CITY OF ROCKLIN
By: _____________________________
Aly Zimmermann, City Manager
788

CONTRACTOR
By: _____________________________
Print Name: ______________________
Title: ____________________________
By: _____________________________
Print Name: ______________________
Title: ____________________________

APPROVED AS TO FORM:

By: ____________________________
Daniel Cucchi, Interim City Attorney
ATTEST:

By: ____________________________
Haley Reid, Acting City Clerk
789

EXHIBIT A
Scope of Services
The additional Scope of Work includes the following:
790
791

EXHIBIT C
Schedule of Fees
Fees for the services described in Exhibit A will be for an amount not to exceed Fifteen Thousand Dollars ($15,000).

Existing Contract Amount $49,500
Additional Cost Above $15,000
Revised Contract Amount $64,500
792
City Council
Staff Report

Subject:

Sunset Whitney Recreation Area Building Demolition Project Date:

December 12, 2023
Submitted By:

Jeff Scanlon, Administrative Analyst
Department:

Parks and Recreation
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Approving an Increase of the Total Authorized Contract Amount with Double B Demolition, Inc., for the Sunset Whitney Recreation Area Building Demolition Project.

Background:

On October 10, 2023, the City Council adopted Resolution No. 2023-160 awarding a contract to Double B Demolition, Inc. for the Sunset Whitney Recreation Area Building Demolition Project. The project consists of the demolition and removal of two existing clubhouse buildings, landscaping, hardscaping, and concrete slabs, as well as asbestos abatement. The current authorized project amount is $345,600, which includes the original contract amount of $288,000, and a contingency amount of twenty percent ($57,600), as approved by the City Council.

During the initial asbestos abatement, the contractor and staff identified an error on the estimate of square feet for asbestos removal provided in the Bid Documents. Due to this miscalculation, the total area has increased from approximately 9,000 square feet to 14,912 square feet, resulting in the removal of an additional 5,912 square feet of asbestos-containing material. The cost of the additional asbestos abatement is $39,100.

To date, one change order has been issued to complete the demolition, removal, and disposal of two additional maintenance areas that were not included in the original project scope for $29,900, leaving $27,700 in contingency funds.

Staff recommends the City Council approve an increase of the total authorized contract amount with Double B Demolition, Inc., to incorporate the additional asbestos abatement, in the amount of $39,100, bringing the total to $384,700. Contingency funds of $27,700 would remain available for potential unforeseen conditions.

Item Number 3Q.

793
Fiscal Impact:

The not-to-exceed contract amount is $384,700, an increase of $39,100. Sufficient funds are available in the Fiscal Year 2023/24 Operating Budget for this project.

ATTACHMENTS:

1. Resolution
794
RESOLUTION NO. 2023 -

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

APPROVING AN INCREASE OF THE TOTAL AUTHORIZED CONTRACT AMOUNT WITH DOUBLE B DEMOLITION, INC., FOR THE SUNSET WHITNEY RECREATION

AREA BUILDING DEMOLITION PROJECT
WHEREAS, on October 10, 2023, the City Council awarded the contract for the Sunset Whitney Recreation Area Building Demolition Project to Double B Demolition, Inc. (Resolution No. 2023 -160), in the amount of $288,000, for asbestos abatement, as well as the demolition and removal of two existing clubhouse buildings, landscaping, hardscaping, and concrete slabs at Sunset Whitney Recreation Area; and WHEREAS, the Rocklin Municipal Code, section 3.04.050 authorizes a contingency of fifteen percent of the contract amount for public works projects; however, due to the potential for unforeseen conditions once the project begins, staff recommended an additional five percent for a total of twenty percent ($57,600), bringing the total authorized contract amount to $345,600; and
WHEREAS, due to additional asbestos abatement areas identified outside of the original project scope, and the potential need for future contingency funds for the Sunset Whitney Recreation Area Building Demolition Project, it will be necessary to increase the total authorized contract amount; and
WHEREAS, staff recommends increasing the contract amount with Double B Demolition, Inc., for the Sunset Whitney Recreation Area Building Demolition Project by $39,100, increasing the total authorized contract amount to $384,700.

NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Rocklin as follows:

Section 1. The City Council hereby approves an increase of the total authorized contract amount with Double B Demolition, Inc., for the Sunset Whitney Recreation Area Building Demolition Project, by $39,100, totaling $384,700.

PASSED AND ADOPTED this 12th day of December 2023, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
795

Page 2 ends

Reso. 2023-
____________________________
,Mayor
ATTEST:
____________________________
Haley Reid, Acting City Clerk
796
City Council
Staff Report

Subject:

Astound Broadband Powered by WAVE Agreement
Date:

December 12, 2023
Submitted By:

Justin Nartker, Director of Public Services
Department:

Public Services
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Adopting and Authorizing the Agreement with Astound Broadband Powered by WAVE, for Intelligent Transportation System (ITS) Communication and Networking Services and Authorizing the City Manager to Execute an Agreement.

Background:

On May 14, 2019, the City Council approved the Intelligent Transportation System (ITS) Masterplan (Resolution No. 2019-106), which identified a phased backbone traffic control infrastructure and a central traffic control system. The ITS Masterplan builds upon the General Plan and Traffic Circulation Element by setting the vision, goals and objectives for traffic flow from an operational perspective.

Subsequently, staff reviewed the cost estimates and implementation priorities for the communication trunk lines that are needed along the City’s major corridors for the initial phases. The ITS Masterplan took into consideration the various technologies available (e.g., line of sight wireless, fiber, copper, cellular, etc.) and concluded that utilizing the Astound Broadband Powered by WAVE (Astound) fiber system was more cost advantageous than the implementation of a City-owned system. As was determined when this arrangement was originally entered into, the cost recovery for a City-owned backbone communication network vs. the proposed Astound network, is over 26 years, and does not account for legacy costs associated with additional staffing that would be needed to monitor a City-owned and maintained system.

As a result, on June 11, 2019, the City Council adopted Resolution No. 2019-146, which authorized an infrastructure and communication services with Astound for ITS along Sunset Boulevard, Pacific Street, Rocklin Road, and Sierra College Boulevard. The current agreement expires in 2024.

The Astound fiber system has proven to be reliable for the City, and expandable to accommodate the changing traffic signal data needs and provide flexibility for the Police Item Number 3R.

797
Department’s Automated License Plate Reader (ALPR) program. To accommodate the growing traffic signal ITS network and the ALPR program, staff entered into negotiations with Astound with the intent of lowering monthly service costs in order to create opportunities for infrastructure expansion. Staff also had a desire to lock in rates in order to create a more sustainable and predictable solution for growth and expanded service.

Through these negotiations, Astound Broadband Powered by WAVE was able to guarantee locked pricing and the ability to expand the system to accommodate the City’s growing needs by amortizing the project over a ten (10) year period. This will lower the rate from $384 to $288 per intersection/circuit for the duration of the contract with no additional installation costs per intersection. Additionally, new circuits will be added as the city continues to increase this service at a rate of $288 per circuit with no installation costs. Throughout the term of this contract.

Pursuant to the Rocklin Municipal Code 3.04.070(i) the City Council may approve a contract duration longer than three years for good cause. Given the satisfactory negotiations, staff recommends a ten (10) year agreement with Astound Broadband Powered by WAVE to secure a sustainable ITS system for the next decade.

Fiscal Impact:

There is no additional fiscal impact as the costs for this service is included in the individual department’s budget as needed.

ATTACHMENTS:

1. Resolution

2. Resolution Exhibit A - Agreement
798

Page 1 ends

Reso. No. 2023-
RESOLUTION NO. 2023-

RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF ROCKLIN ADOPTING AND AUTHORIZING THE AGREEMENT WITH

ASTOUND BROADBAND POWERED BY WAVE, FOR INTELLIGENT TRANSPORTATION

SYSTEM (ITS) COMMUNICATION AND NETWORKING SERVICES AND AUTHORIZING THE

CITY MANAGER TO EXECUTE AN AGREEMENT
WHEREAS, the ITS Master Plan was adopted on May 14, 2019, Resolution No. 2019-106 building upon the General Plan and Traffic Circulation Element by setting the vision, goals and objectives for traffic flow from an operational perspective; and WHEREAS, on June 11, 2019, the City Council adopted Resolution No. 2019-146 with Astound Broadband Powered By WAVE ((formerly WAVE) Astound) which provided the infrastructure and communication services for ITS along Sunset Blvd, Pacific St, Rocklin Rd, and Sierra College Blvd. at a cost that was advantageous to the city; and WHEREAS, to accommodate the growing traffic signal ITS network and the Police Department’s LPR program, staff entered into negotiations with Astound with the intent on lowering monthly service costs in order to create opportunities for infrastructure expansion; and
WHEREAS, Astound was able to guarantee locked pricing and the ability to expand the system to accommodate the City’s growing needs by amortizing the project over a 10 year period which will lower the rate from $384 to $288 per intersection; and WHEREAS, Pursuant to the Rocklin Municipal Code 3.04.070(i) the City Council may approve a contract duration longer than three years for good cause; and

WHEREAS, there is no additional impacts as the costs for this service is included in the individual department’s budgets as needed.

NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1. The City Council hereby approves and authorizes the City Manager to execute agreements with Astound Broadband Powered By WAVE ((formerly WAVE) in substantially the form attached hereto as Exhibit A.

PASSED AND ADOPTED this 12th day of December 2023, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
799

Page 2 ends

Reso. No. 2023-
____________________________________
, Mayor
ATTEST:
____________________________
Haley Reid, Acting City Clerk
800

Page 3 ends

Reso. No. 2023-

EXHIBIT A
801
This Service Order (this “Service Order”) is entered into as of the date of last signature below (the “Eﬀec<ve Date”), by and between ASTOUND BUSINESS SOLUTIONS, LLC, a Delaware limited liability company, ac<ng on behalf of itself and as agent for its Aﬃliates (collec<vely, “Provider”), and the customer speciﬁed below (“Customer”). This Service Order is made pursuant to and will be governed by Provider’s “Standard Terms and Condi<ons for Enterprise Services” which are posted on Provider’s website at hMp:// www.astound.com/business/enterprise-terms (the “T&Cs”). The T&Cs are incorporated into this Service Order by this reference. All capitalized terms used but not deﬁned in this Service Order shall have the meanings given to them in the T&Cs. Aﬃliates of Astound Business Solu<ons, LLC include, but are not limited to (i) RCN Telecom Services, LLC, (ii) Grande Communica<ons Networks, LLC, and (iii) Wave Business Solu<ons, LLC.

Termina(on of Old Contracts. Provider, as successor in interest to Wave Business Solu<ons, LLC, and Customer are the par<es to that certain Order for Data Transport Services dated June 27, 2019, as amended by that certain Order Form For Move / Add / Change / Disconnect dated December 27, 2022, pursuant to which Customer receives certain services from Provider (collec<vely, the “Old Contracts”). The Par<es now intend for this Service Order to replace and supersede the Old Contracts in their en <rety.

Accordingly, as of the service commencement date for the Services provided to Customer pursuant to this Service Order, the Old Contracts shall terminate and have no further force or eﬀect; provided, that any outstanding payment obliga<ons of Customer under the Old Contracts shall survive un<l met.

Service Order

CUSTOMER DBA CUSTOMER CONTACT NAME CUSTOMER CONTACT INFO City of Rocklin - Department of
Public Services
Jus<n Nartker Oﬃce:

Mobile: 916-625-5514
Email: Jus<[email protected]

CUSTOMER BILLING ADDRESS ALTERNATIVE CUSTOMER CONTACT ALTERNATIVE CUSTOMER CONTACT INFO 4080 Rocklin Rd, Rocklin, CA 95677, USA Naz Lazar
Karen Egyud
Oﬃce: (916) 625-5567
Email: [email protected]
Oﬃce:

Email: [email protected]

CUSTOMER ACCOUNT NUMBER SERVICE ORDER REFERENCE NUMBER ACCOUNT SALES REP 0 - OP387863 Glenn Tuazon - 000547
802
Provider shall provide to Customer the services set forth below (each, a “Service”), at the loca<on(s) set forth below (each, a “Service Site”), in exchange for the one-<me, non- recurring installa<on charge (“NRC”), and the monthly recurring service charges (“MRC”) set forth below:

INITIAL SERVICE TERM SEGMENT
120 months Enterprise
SITE #
LINE
COUNT

PRODUCT

LINE ITEM Z-LOC ADDRESS (PRIMARY) Z-LOC

DEMARCA-LOC ADDRESS A-LOC

DEMARCUNITSMRC /

UNIT TOTAL MRC NRC /
UNIT
TOTAL
NRC

FUTURE AND POTENTIAL CIRCUITS
1 E-LAN 50 MbBlue Oaks Blvd and Van Buren Way
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
2 E-LAN 50 MbBlue Oaks Blvd at Market Place
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
3 E-LAN 50 MbFive Star Blvd and Des<ny Dr
TraﬃcSignalCabinet, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
4 E-LAN 50 MbGranite Dr and Commons Dr
TraﬃcSignalCabinet, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
5 E-LAN 50 MbGranite Dr and Sierra Meadows Dr
TraﬃcSignalCabinet, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
6 E-LAN 50 MbLonetree Blvd and Adams Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
7 E-LAN 50 MbLonetree Blvd and Atherton Rd
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
SERVICE ORDER pg. 2
Astound Business Solu<ons, LLC / City of Rocklin - Department of Public Services 11/30/23 PROPRIETARY AND CONFIDENTIAL 803
8 E-LAN 50 MbLonetree Blvd and Grand Canyon Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
9 E-LAN 50 MbLonetree Blvd and Redwood Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
10 E-LAN 50 MbLonetree Blvd and West Oaks Blvd
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
11 E-LAN 50 MbPark Dr and Blaydon Rd TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
12 E-LAN 50 MbPark Dr and Boardwalk Way at Twin Oaks
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
13 E-LAN 50 MbPark Dr and Collet Quarry Dr, Rocklin at
Quarry Way TraﬃcSignalCabinet, Rocklin,
CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
14 E-LAN 50 MbPark Dr and Farrier Rd TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
15 E-LAN 50 MbPark Dr and King Pine Dr at Sandy Trail
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
16 E-LAN 50 MbPark Dr and Shelton St TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
17 E-LAN 50 MbPark Dr and Victory Ln TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
18 E-LAN 50 MbPark Dr and Wyckford Blvd
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
SERVICE ORDER pg. 3
Astound Business Solu<ons, LLC / City of Rocklin - Department of Public Services 11/30/23 PROPRIETARY AND CONFIDENTIAL 804
19 E-LAN 50 MbPark Dr at Safeway TraﬃcSignalCabinet,
Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
20 E-LAN 50 MbS Whitney Blvd and Five Star Blvd
TraﬃcSignalCabinet, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
21 E-LAN 50 MbSierra College Blvd and Nightwatch Dr
TraﬃcSignalCabinet, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
22 E-LAN 50 MbSierra College Blvd and Scarborough Dr
TraﬃcSignalCabinet, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
23 E-LAN 50 MbSierra College Blvd and Southside Ranch Rd TraﬃcSignalCabinet, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
24 E-LAN 50 MbStanford Ranch Rd and Cobblestone Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
25 E-LAN 50 MbStanford Ranch Rd and Darby Rd
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
26 E-LAN 50 MbStanford Ranch Rd and Park Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
27 E-LAN 50 MbStanford Ranch Rd and Plaza Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
28 E-LAN 50 MbStanford Ranch Rd and Stoney Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
29 E-LAN 50 MbStanford Ranch Rd and Victory Ln
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
SERVICE ORDER pg. 4
Astound Business Solu<ons, LLC / City of Rocklin - Department of Public Services 11/30/23 PROPRIETARY AND CONFIDENTIAL 805
30 E-LAN 50 MbSunset Blvd and Stanford Ranch Rd
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
31 E-LAN 50 MbUniversity Ave and Orchid Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
32 E-LAN 50 MbW Stanford Ranch Rd and W Oaks Blvd
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
33 E-LAN 50 MbW Stanford Ranch Rd and Wildcat Blvd
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
34 E-LAN 50 MbWhitney Ranch Pkwy and Bridlewood Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
35 E-LAN 50 MbWhitney Ranch Pkwy and Caviata Way
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
36 E-LAN 50 MbWhitney Ranch Pkwy and Painted Pony Ln
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
37 E-LAN 50 MbWhitney Ranch Pkwy and Spring Creek Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
38 E-LAN 50 MbWildcat Blvd and Bridlewood Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
39 E-LAN 50 MbWildcat Blvd and Iroquois Rd
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
40 E-LAN 50 MbWildcat Blvd and North High School
Entrance TraﬃcSignalCabinet, Rocklin, CA
95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
SERVICE ORDER pg. 5
Astound Business Solu<ons, LLC / City of Rocklin - Department of Public Services 11/30/23 PROPRIETARY AND CONFIDENTIAL 806
41 E-LAN 50 MbWildcat Blvd and Ranch View Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
42 E-LAN 50 MbWildcat Blvd and South High School
Entrance TraﬃcSignalCabinet, Rocklin, CA
95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
43 E-LAN 50 MbWildcat Blvd and Whitney Ranch Pkwy
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
44 E-LAN 50 MbTan Dr and Blue Oaks Blvd
TraﬃcSignalCabinet, Rocklin, CA 95765
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
45 E-LAN 50 MbWhitney Ranch Parkway and University Ave, TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
46 E-LAN 50 MbSpring Creek Dr and Broken Rail Ln
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
47 E-LAN 50 MbWhitney Ranch Parkway and West Oaks
Blvd TraﬃcSignalCabinet, Rocklin, CA 95765,
USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
48 E-LAN 50 MbWhitney Oaks Dr and Whintey Ranch Pkwy
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
49 E-LAN 50 MbPark Drive and Black Oak Pl
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
50 E-LAN 50 MbPark Drive and Coldwater Pl (North)
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
51 E-LAN 50 MbStanford Ranch Road and Crest Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
SERVICE ORDER pg. 6
Astound Business Solu<ons, LLC / City of Rocklin - Department of Public Services 11/30/23 PROPRIETARY AND CONFIDENTIAL 807
52 E-LAN 50 MbGranite Drive and Dominguez Rd
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
53 E-LAN 50 MbGranite Drive and Warren Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
54 E-LAN 50 MbMidas Ave and Argonaut Ave
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
55 E-LAN 50 MbThird St and Farron St TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
56 E-LAN 50 MbRocklin Rd and Meyers St
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
57 E-LAN 50 MbWest Oaks Blvd and Hunter Dr
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
58 E-LAN 50 MbPark Dr and Arnold Dr TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
59 E-LAN 50 MbWest Oaks Dr and Painted Pony Ln
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
60 E-LAN 50 MbUniversity Ave & Driveway A (Commercial
Driveway North of Orchid Dr)
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
61 E-LAN 50 MbWest Oaks Blvd and Hwy 65
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
62 E-LAN 50 MbWhitney Blvd and Argonaut Ave
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
SERVICE ORDER pg. 7
Astound Business Solu<ons, LLC / City of Rocklin - Department of Public Services 11/30/23 PROPRIETARY AND CONFIDENTIAL 808
63 E-LAN 50 MbWhintey Blvd and Midas Ave
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
64 E-LAN 50 MbFairway Dr and Lincoln Ave
TraﬃcSignalCabinet, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
FUTURE AND POTENTIAL CIRCUIT TOTALS$18,432.00 $0.00

EXISTING CIRCUITS
1 E-LAN 50 MbBlue Oaks Blvd and Lonetree Blvd, Rocklin
CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
2 E-LAN 50 MbPaciﬁc St and Del Mar Ave, Rocklin CA
95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
3 E-LAN 50 MbPaciﬁc St and Sierra Meadors Dr, Rocklin CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
4 E-LAN 50 MbPark Drive and Coldwater Place, Rocklin CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
5 E-LAN 50 MbPaciﬁc St & Farron St, Rocklin, CA 95677,
USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
6 E-LAN 50 MbPaciﬁc St & Woodside Dr, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
7 E-LAN 50 MbPaciﬁc St and Midas Ave, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
8 E-LAN 50 MbRocklin Rd and Aguilar Rd, Rocklin, CA
95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
SERVICE ORDER pg. 8
Astound Business Solu<ons, LLC / City of Rocklin - Department of Public Services 11/30/23 PROPRIETARY AND CONFIDENTIAL 809
9 E-LAN 50 MbRocklin Rd and El Don Dr, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
10 E-LAN 50 MbRocklin Rd and Fire Sta<on 23, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
11 E-LAN 50 MbRocklin Rd and Granite Dr, Rocklin, CA
95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
12 E-LAN 50 MbRocklin Rd and Paciﬁc St, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
13 E-LAN 50 MbRocklin Road and Havenhurst Circle, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
14 E-LAN 50 MbSierra College Blvd & Rocklin Rd, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
15 E-LAN 50 MbSierra College Blvd & Schriber Way, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
16 E-LAN 50 MbSierra College Blvd and Bass Pro Dr, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
17 E-LAN 50 MbSierra College Blvd and El Don Dr, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
18 E-LAN 50 MbSierra College Blvd and Granite Dr, Rocklin, CA 95650, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
19 E-LAN 50 MbSierra College Blvd, Roseville, CA 95661, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
SERVICE ORDER pg. 9
Astound Business Solu<ons, LLC / City of Rocklin - Department of Public Services 11/30/23 PROPRIETARY AND CONFIDENTIAL 810
20 E-LAN 50 MbSunset Blvd & 3rd St, Rocklin, CA 95677,
USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
21 E-LAN 50 MbSunset Blvd & Atherton Rd, Rocklin, CA
95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
22 E-LAN 50 MbSunset Blvd & Blue Oaks Blvd, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
23 E-LAN 50 MbSunset Blvd & Fairway Dr, Rocklin, CA
95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
24 E-LAN 50 MbSunset Blvd & LiMle Rock Rd, Rocklin, CA
95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
25 E-LAN 50 MbSunset Blvd & Paciﬁc St, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
26 E-LAN 50 MbSunset Blvd & Park Dr, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
27 E-LAN 50 MbSunset Blvd & Pebble Creek Dr, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
28 E-LAN 50 MbSunset Blvd and Stanford Ranch Rd, Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
29 E-LAN 50 MbSunset Blvd & Topaz Ave, Rocklin, CA 95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
30 E-LAN 50 MbSunset Blvd & W Oaks Blvd, Rocklin, CA
95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
SERVICE ORDER pg. 10
Astound Business Solu<ons, LLC / City of Rocklin - Department of Public Services 11/30/23 PROPRIETARY AND CONFIDENTIAL 811
Important No<ce Regarding E911 Service. The telephone Services provided hereunder are provided by Provider’s Internet Protocol voice network (aka “VoIP”). Federal Communica<ons Commission rules require that providers of VoIP phone services remind customers of these important E911 facts: (i) Provider needs a correct service site address in order to deliver accurate loca<on informa<on to E911; (ii) If you move your VoIP phone equipment to a diﬀerent physical address, you must call Provider immediately to update the loca<on informa<on, otherwise E911 will not have your correct loca<on informa<on on ﬁle; (iii) VoIP services operate using the standard electrical power provided to the service site, so unless you have arranged for a back-up power supply, the Services will be unavailable during a power outage; (iv) You may not be able to make E911 calls if there is a power outage, network outage or other technical problems, or if your phone service is terminated or suspended. By signing below Customer indicates that Customer has read and understands this no(ce regarding E911 service. 31 E-LAN 50 MbSunset Blvd & W Stanford Ranch Rd,
Rocklin, CA 95765, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
32 E-LAN 50 MbSunset Blvd & Whitney Blvd, Rocklin, CA
95677, USA
MPOE 4080 Rocklin Rd ,
Rocklin, CA 95677, USA
MPOE 1 $288.00$288.00 $0.00$0.00
EXISTING CIRCUIT TOTALS$9,216.00 $0.00
NOTE: If the Demarca1on Point listed above for a Service Site is the MPOE, then Customer is responsible for providing any necessary demarc extension / addi1onal inside wiring to reach the Customer’s premises/suite.

TOTALS$27,648.00** $0.00
NOTES
Service Order Overview. Service addresses above are New and Poten<al Sites also iden<ﬁed as Street Intersec<ons, in addi<on to the exis<ng live sites that are listed here. **Total MRC. The total MRC for the Services under this Service Order contemplates complete installa<on of ninety seven (97) total Service Sites. Of the total Service Sites, thirty three (33) Service Sites are currently installed as of the Eﬀec<ve Date of this Service Order. For avoidance of any doubt, the total charges for the Services under this Service Order for the Ini<al Service Term of ten (10) years once all ninety seven (97) circuits have been installed shall be $3,352,320. In accordance with the T&Cs, all charges for Services set forth in the Service Orders are exclusive of Applicable Taxes, fees and surcharges.

Addi(onal Services and Service Sites. At any <me during the Service Term, Customer may request, and Provider will provide, addi<onal Services at one or more addi<onal Service Sites either by amendment of this Service Order or by a new service order. The MRC for 50 Mb E-LAN data transport Service at any addi <onal Service Site will be $288.00. The NRC for 50 Mb E-LAN data transport Service at any addi<onal Service Site will be as provided in the applicable amendment or service order.

For avoidance of any doubt, pursuant to Sec<on 3.2 of the T&Cs, the Ini<al Service Term for the Services shall commence on the date on which the Service has been installed, tested and is ac<ve and available for use by Customer (the “Service Commencement Date”). Provider shall only begin to bill Customer for the MRC applicable to a Service as of the Service Commencement Date of such Service.

SERVICE ORDER pg. 11
Astound Business Solu<ons, LLC / City of Rocklin - Department of Public Services 11/30/23 PROPRIETARY AND CONFIDENTIAL 812
The submission of this Service Order to Customer by Provider does not cons<tute an oﬀer. Instead, this Service Order will become eﬀec<ve only when both par<es have signed it.

The date this Service Order is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the Eﬀec<ve Date of this Service Order.
\as1\ \ocs1\
Authorized Customer Signature Authorized Provider Signature \an1\ \ocn1\
Printed Name Printed Name
\at1\ \oct1\
Title Title
\ad1\ \ocd1\
Date Signed Date Signed
SERVICE ORDER pg. 12
Astound Business Solu<ons, LLC / City of Rocklin - Department of Public Services 11/30/23 PROPRIETARY AND CONFIDENTIAL 813
STANDARD TERMS AND CONDITIONS FOR ENTERPRISE SERVICES pg. 1 Wave Business Solutions, LLC 08/15/2018

STANDARD TERMS AND CONDITIONS FOR ENTERPRISE SERVICES
ARTICLE 1 – INTRODUCTION; DOCUMENTS COMPRISING AGREEMENT

1.1 Introduction. Wave Business Solutions, LLC (“ Provider”) and its Affiliates provide various facilities-based telecommunications services, including Ethernet transport, dedicated Internet access, phone over fiber, hosted voice, dark fiber, wavelength, and related services (as applicable, the “ Services”). These Standard Terms and Conditions for Enterprise Services (these “T&Cs”) may be incorporated by reference into one or more Service Orders that are executed by and betwe en Provider an d the customer specified in such Service Order(s) (“Customer”). When so incorporated, these T&Cs together with the applicable Service Order(s) shall be collecti vely referred to as the “Agreement” between Provider and Customer and shall govern Provider’s provision of Services to Customer. For purposes of the Agreement, the term “ Affiliate” shall mean any other person which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the first person or any of its subsidiaries. Each of Provider and Customer may be referred to in the A greement as a “ Party” and together as the “Parties.”

1.2 Service Orders. The purchase of Services shall be accomplished only through the negotiation and mutual execution and delivery of a Service Order memorializing the terms and conditions pursuant to which Provider shall provide the desired Services to Customer. Service Orders shall clearly specify the following: (i) the type of Service at issue (e.g., Internet access, data transport, VoIP, dark fiber, etc.); (ii) the location(s) at which the Servic e is to be provided (each, a “ Service Site”); (iii) the initial term of the Service Order (the “Initial Service Term”); (iv) the pricing for the Service, including (a) the monthly recurring charges (“ MRC”) for the Service, and (b) any non-recurring charges (“NRC”) associated with installation of the Service; and (v) any other terms or conditions specific to the particular Service Order. Depending on the location of the Service Site, in some instances Services may be provided by an Affiliate of Provider.

1.3 Additional Documents Comprising Agreement; Order of Precedence. The Service Level Agreements attached to these T&Cs as Exhibits (together, the “SLA”) constitute a part of these T&Cs. Customer’s use of any Services purchased pursuant to the Agreement will also be governed by Provider’s Acceptable Use Policy for Commercial Services (the “ AUP”) which is posted on Provider’s website at http://wavebusiness.com/commercial-AUP. Additional provisions that are applicable only to specific types of Services ar e contained in Provider’s Service -Specific Terms and Conditions (the “ Service-Specific T&Cs ”) which is posted on Provider’s website at http://wavebusiness.com/serviceterms. In the event of a conflict between the provisions of any of the foregoing documents, the documents shall have the following order of precedence unless expressly stated otherwise in a particular Service Order: (i) these T&Cs (including the SLA); (ii) the applicable Service Order; (iii) the AUP; and (iv) the Service-Specific T&Cs.

ARTICLE 2 – TERM AND RENEWAL
The Initial Service Term of each Service Order shall be as specified in the Service Order. The total period of time a Service Order is in effect is referred to as the “Service Term” for the Service Order at issue.

ARTICLE 3 – INSTALLATION, TESTING, ACCEPTANCE AND USE

3.1 Service Site; Demarcation Points; Equipment . Unless a Service Site is within Provider’s contr ol, Customer shall provide Provider with access to the Service Site as and to the extent reasonably necessary for Provider to install, test, inspect and maintain the Service(s) ordered during the Service Term. Unless otherwise stated in a Service Order: (i) Provider shall be solely responsible for the provision, operation and maintenance of all equipment and facilities (the “ Provider Equipment ”) necessary to connect Provider’s network facilities to the Customer demarcation point(s) at the Service Site (the “ Demarcation Point(s) ”); and (ii) Customer shall be solely responsible for the provision, operation and maintenance of all equipment and facilities (the “Customer Equipment”) from the Demarcation Point(s) to Customer’s internal network. Unless a Service Site is within Provider’s control, Customer shall be responsible for maintaining appropriate HVAC, electrical power, and security at the Service Site. Title to the Provider Equipment shall at all times remain vested in Provider. Customer shall not re- arrange, disconnect, tamper with, attempt to repair, or otherwise interfere with the Provider Equipment, nor shall Customer permit any third party to do so.

EXHIBIT A
814

STANDARD TERMS AND CONDITIONS FOR ENTERPRISE SERVICES pg. 2 Wave Business Solutions, LLC 08/15/2018

PROPRIETARY AND CONFIDENTIAL

3.2 Testing, Acceptance and Service Commencement Date . Provider shall use commercially reasonable e fforts to install the Services consistent with Provider’s usual and customary installation timeline, and shall endeavor to keep Customer regularly informed regarding installation progress. Provider shall notify Customer when a Service has been installed and is ready for testing and use. Customer may, at Customer’s option, participate in Provider’s final testing of the Service. For Services having a committed bandwidth, the committed information rate shall be measured at the Ethernet layer and includes th e Ethernet frame itself. The Initial Service Term for the Service at issue shall commence on the date on which the Service has been installed, tested and is active and available for use by Customer (the “ Service Commencement Date ”). Customer shall have a period of five (5) business days after the Service Commencement Date in which Customer may notify Provider that the Service at issue is not functioning properly.

If Customer notifies Provider of problems with a Service pursuant to this Section 3.2, Provider shall investigate and correct same and the Service Commencement Date shall be revised to be the first calendar day after the date on which Provider has correcte d the problems. Unless Customer delivers notification of problems to Provider within the ti me period set forth above, Customer shall be deemed to have accepted the Service at issue and to have confirmed that the Service has been installed and is functioning properly as of the Service Commencement Date.

3.3 No Sub-Licensing; Non-Compete. Any Services provided to Customer pursuant to the Agreement are for the sole benefit of Customer. Customer shall not grant to any third party the right to use any of the Services, regardless of whether such gr ant were to take the form of a license, sublicense , lease, sublease, or any other form. Nor shall Customer use the Services for commercial purposes that are competitive with Provider’s business (e.g., use the Services to sell Internet access services, point-to- point data transport services, VoIP services, etc., to third parties within Provider’s service area).

ARTICLE 4 – PAYMENT AND BILLING

4.1 Invoicing. All amounts owed by Customer to Provider under the Agreement shall be collectively referred to as “ Fees.” Provider shall begin billing Customer for the MRC applicable to a Service as of the Service Commencement Date. Invoices shall be delivered monthly, and shall be paid by Customer within thirty (30) days of receipt. F ixed Fees shall be billed in advance and usage-based Fees shall be billed in arrears. Fixed fees for any partial month shall be pro-rated. For Services having an NRC, unless otherwise stated in the Service Order, Provider shall invoice Customer for the NRC upon full-execution of the Service Order. Except for amounts disputed in good faith by Customer pursuant to Section 4.2 below, past due amounts shall bear interest in the amount of 1.5% per month, or the highest amount allowed by law, whichever is lower.

4.2 Disputed Invoices. If Customer in good faith disputes any portion of a Provider invoice, Customer shall pay the undisputed portion of the invoice and submit written notice to Provider regarding the disputed amount, which notice shall include documentation supporting the alleged billing error (each such notice, a “ Fee Dispute Notice”). A Fee Dispute Notice must be submitted to Provider within ninety (90) days from the date the invoice at issue is received by Customer. Customer waives th e right to dispute any Fees not disputed within such ninety (90) day period. The Parties shall negotiate in good faith to attempt to resolve any such disputes within sixty (60) days after Customer’s delivery of the applicable Fee Dispute Notice. Fee dispute s unresolved within that time period shall be resolved by the mediation and arbitration procedures set forth in Sections 11.2 and

11.3 below.

4.3 Applicable Taxes . All charges for Services set forth in Service Orders are exclusive of Applicable Taxes (as defined below). Except for taxes based on Provider’s net income or taxes for which Customer possesses a valid exemption certificate, Customer shall be responsible for payment of all applicable taxes and regulatory fees, however designated, that arise in any jurisdiction, including, without limitation, value added, consumption, sales, use , gross receipts, excise, access, bypass, or other taxes, fees, duties, charges or surcharges, that are imposed on, incident to, or based upon the provision, sale, or use of th e Service(s) (collectively “Applicable Taxes”). The Applicable Taxes will be individually identified on invoices. If Customer is entitled to an exemption from any Applicable Taxes, Customer is responsible for presenting Provider with a valid exemption certificate (in a form reasonably acceptable to Provider). Provider will give pro spective effect to any valid exemption certificate provided in accordance with the preceding sentence.

ARTICLE 5 – DEFAULT AND REMEDIES

5.1 Customer Default. Each of the following shall constitute a default by Customer under the Agreement (each a separate event of “Default”): (i) if Customer fails to pay any undisputed Fees when due, the failure of Customer to cure same within ten (10) days after receiving written notice from Provider regarding such failure to pay; (ii) if Customer fails to comply with any other material provision of the Agreement, the failure of Customer to cure same within thirty (30) days of receiving written notice from 815

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Provider regarding such non -compliance; or (iii) if Customer files or initiates proceedings, or has proceedin gs initiated against it, seeking liquidation, reorganization or other relief (such as the appointment of a trustee, receiver, liquidator, custodian or other such official) under any bankruptcy, insolvency or other similar law, and the same is not dismissed within sixty (60) days.

5.2 Remedies for Customer Default. In the event of a Default by Customer under the Agreement, Provider may, at its option:
(i) suspend any applicable Services until such time as the Customer Default has been corrected; (ii) terminate the applicable Service(s) and/or the applicable Service Order(s); (iii) after the occurrence of any two Customer Defaults in any twelve ( 12) month period, terminate all Service Orders entered into with Customer; and/or (iv) pursue any other remedy available to Provider under the Agreement or applicable law. In the event of early termination for Customer Default pursuant to this Section 5.2, Customer shall pay to Provider the Termination Charge described in Section 6.3 below.

5.3 Provider Default. Each of the following shall constitute a Default by Provider under the Agreement: (i) if Provider fails to comply with any material provision of the Agreement other than provisions of the SLA, the failure by Provider to cure same within thirty (30) days of receiving written notice from Customer regarding such non -compliance; or (ii) Provider files or initiates proceedings, or has proceedings initiated against it, seeking liquidation, reorganization or other relief (such as the appointment of a trustee, receiver, liquidator, custodian or other such official) under any bankruptcy, insolvency or other similar law, and the same is not dismissed within sixty (60) days.

5.4 Remedies for Provider Default . In the event of a Default by Provider under the Agreement Customer may, at its option:
(i) terminate the applicable Service(s) and/or the applicable Service Order(s); and/or (ii) pursue any other remedy available to Customer under the Agreement or applicable law. Early termination by Customer shall be accomplished by providing termination notice to [email protected] and to the notice address specified in Article 13 below. In the event of early termination for Provider Default pursuant to this Section 5.4, Provider shall reimburse Customer for any pre-paid, unused monthly service F ees attributable to the termi nated Service(s) and/or Service Or der(s), and Customer shall have no further liability to Provider for the terminated Service(s) and/or Service Order( s). Early termination by Customer pursuant to this Section 5.4 shall not relieve Customer of its obligations to pay all Fees incurred prior to the early termination date.

ARTICLE 6 – EARLY TERMINATION & PORTABILITY

6.1 Early Termination for Customer Convenience. Customer may, at any time after executing a Service Order, discontinue one or more of the Services ordered and/or terminate the Service Order by giving at least thirty ( 30) days’ advance written notice to [email protected] and to the notice address specified in Article 13 below. Any early termination of a Service pursuant to this Section 6.1 shall be referred to as “Termination for Customer Convenience.” In the event of Termination for Customer Convenience, Customer shall pay to Provider the Termination Charge described in Section 6.3 below.

6.2 Early Termination for Default. In accordance with Article 5 above, either Party may elect to terminate one or more Service Orders prior to the scheduled expiration date in the event of an uncured Default by the other Party.

6.3 Termination Charge . In the event of Termination for C ustomer Convenience pursuant to Section 6.1 above, or termination for Customer Default pursuant to Section 5.2 above, Customer shall pay a Termination Charge to Provider. The “Termination Charge” shall equal the sum of the following: (i) all unpaid amounts for Services actually provided prior to the termination date; (ii) any portion of the NRC for the terminated Service(s) that has not yet been paid to Provider; (iii) with respect to off-net Services only, any documented cancellation or termination charges or fees imposed on Provider by any third party in connection with the early termination of the Services . If incurred, the Termination Charge will be due and payable by Customer within thirty (30) days after the termination date of the Service at iss ue. C ustomer acknowledges that the calculation of the Termination Charge is a genuine estimate of Provider’s actual damages and is not a penalty.

6.4 Portability; Substitution of Services . At any time during the Service Term of a Service Order, Customer may elect to substitute new Services for then-existing Services. In such event, Provider will waive the Termination Charge associated with the termination of the then-existing Services as long as: (i) the Fees payable to Provider in connection with the substitute Services are equal to or greater than the Fees of the discontinued Services; (ii) Customer commits to retain the substitute Services for a period equal to or greater than the remainder of the Service Term for the discontinued Services; (iii) Customer pays all applicable installation and other NRCs, if any, for provision of the substitute Services; and (iv) Customer reimburses Provider for all reasonable and documented engineering, installation and construction costs associated with the discontinued Services, calculated on a time and materials basis, that have not already been recovered by Provider by the time of the substitution. 816

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ARTICLE 7 – CONFIDENTIAL INFORMATION

7.1 Definition of Confidential Information. If and to the extent permitted by California law, “Confidential Information” shall mean all information, including the Agreement, regarding the telecommunications needs of Customer and the Services that Provider offers under the Agreement which is disclosed by one Party (“ Disclosing Party”) to the other Party (“ Receiving Party”), to the extent that such information is marked or identified as confidential or proprietary or would be reasonably deemed confidential or proprietary given the circumstances surrounding its disclosure. All written or oral pricing and contract pro posals exchanged between the Parties to the extent permitted by California law, shall be deemed Confidential Information, whether or not so designated. The fact that Customer is a customer of Provider shall not be deemed Confidential Information and may be freely disclosed by either Party. Information shall not be deemed Confidential Information if (i) it is independently developed by or for the Receiving Party, (ii) it is lawfully received by the Receiving Party free of any obligation to keep it confidential, (iii) it becomes generally available to the public other than by breach of the Agreement, (iv) it constitutes a “Public Record,” as that trerm or phrase is defined pursuant to the California Public Records Act, or (v) it was known to the Receiving Party prior to the Disclosing Party’s disclosure of same.

7.2 Obligations Regarding Confidential Information. Confidential Information is the property of the Disclosing Party and shall be returned to the Disclosing Party upon request. The Receiving Party shall hold all Confidential Information in confidence to the extent permitted by California law . To the extent permitted by Cal ifornia law, the Receiving Party: (i) shall use such Confidential Information only for the purposes of performing its obligations and/or enforcing its rights under the Agreement; (ii) shall reproduce such Confidential Information only to the extent necessary for such purposes; (iii) shall restrict disclosure of such Confidential Information to employees or contractors that have a need to know for such purposes (with disclosure to contractors being limited to contractors that have signed a non-disclosure agreement to protect the Confidential Information of third parties); (iv) shall not disclose Confidential Information to any third party without prior written approval of the Disclosing Party except as expressly provided in the Agreement or as required by law, by court order, by administrative order of an agency having jurisdiction, or in the enforcement of its rights under the Agreement; and (v) shall use at least the same degree of care (in no event less than reasonable care) as it uses with regard to its own proprietary or confidential information to prevent the disclosure, unauthorized use o r publication of Confidenti al Information. In the event a Receiving Party is required to disclose Confidential Information of the Disclosing Party pursuant to law, court order or administrative order of an agency having jurisdiction, the Receiving Party w ill, if such notice is permitted by law, notify the Disclosing Party of the required disclosure with sufficient time for the Disclosing Party to seek judicial relief from the required disclosure, and reasonably cooperate with the Disclosing Party in any efforts the Disclosing Party may take to obtain protective measures in respect to the required disclosure. The Parties agree that breach of this Article 7 may cause irreparable injury for which monetary damages are not an adequate remedy; accordingly, each Party may seek injunctive relief and any other available equitable remedies to enforce the provisions of this Article 7.

ARTICLE 8 – LIMITATION OF LIABILITY

8.1 General Limitations. Provider shall not be liable for any loss or damage occasioned by a Force Majeure Event. Except as expressly provided to the contrary elsewhere in the Agreement, Provider’s aggregate liability for any and all causes and clai ms arising under the Agreement, whether based in contract, tort, warranty or otherwise shall be limited to the lesser of: (i) the actual direct damages sustained by Customer; or (ii) an amount equivalent to the total MRC received by Provider from Customer for the Service(s) at issue during the preceding twelve (12) month period.

8.2 Service Level Agreement . Should Provider fail, on any one or more occasions, to deliver any one or more Services to Customer in accordance with all of the terms and conditions contained in the applicable SLA, Customer’s sole and exclusive remedy for such failure shall be as set forth in the SLA. No such failure shall be considered a Default by Provider under the Agree ment.

8.3 No Special Damages. EXCEPT FOR (i) EACH PARTY’S CONFIDENTIALITY OBLIGATIO NS UNDER ARTICLE 7 ABOVE, (ii) EACH PARTY’S THIRD -PARTY INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 9 BELOW, AND (iii) CLAIMS ARISING FROM A PARTY’S

INTENTIONAL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,

SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER, ARISING OUT OF OR INCURRED IN CONNECTION WITH A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, INCLUDING, BY WAY OF EXAMPLE AND NOT

BY WAY OF LIMITATION, LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS

OPPORTUNITY, LOSS OF DATA OR COST OF PURCHASING REPLACEMENT SERVICES, EVEN IF THE OTHER PARTY HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH SPECIAL DAMAG ES.

8.4 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES OR 817

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REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, EITHER IN FACT OR BY OPERATION OF LAW, AS TO THE

DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE OR USE OF ANY SERVICES PROVIDED PURSUANT TO THIS AGREEMENT.

8.5 Assumption of Risk . PROVIDER HAS NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY

WHATSOEVER FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED BY CUSTOMER THROUGH THE SERVICES, SERVICE INTERRUPTIONS ATTRIBUTABLE TO CUSTOMER’S NETWORK, ANY CUSTOMER EQUIPMENT FAILURES, OR ANY OTHER SUCH CAUSES, AND CUSTOMER USES THE SERVICES AT CUSTOMER’S OWN RISK. CUSTOMER SHALL BE SOLELY RESPONSIBLE

FOR THE SECURITY, CONFIDENTIALITY AND INTEGRITY OF I NFORMATION CUSTOMER TRA NSMITS OR RECEIVES USING ANY SERVICES.

8.6 Disclaimer Regarding HIPAA Compliance . If and to the extent Customer is a covered entity under the Health Insurance Portability and Accountability Act of 1996 (“ HIPAA”), and needs its business associates to comply with HIPAA, Provider hereby notifies Customer that Provider’s operations are not compliant with HIPAA. Provider’s operations are generally exempt from HIPAA business associa te regulations pursuant to the conduit exception. However, if and to the extent the Services provided pursuant to any Service Order would not qualify for the conduit exception, Provider’s operations with respect to the Services are not HIPAA complaint. Provider will not execute a business associate agreement under HIPAA.

ARTICLE 9 –INDEMNIFICATION FOR THIRD PARTY CLAIMS

9.1 Indemnification by Customer. Customer shall indemnify, defend and hold Provider and its members, managers, officers, agents and employees (collectively, the “Provider Indemnified Parties”) harmless from and against any and all claims, lawsuits or damages asserted against the Provider Indemnified Parties by any third-party to the extent the same arise out of or are due to:
(i) Customer’s negligence or willful misconduct in exercising its rights or performing its obligations under the Agreement; (ii) Customer’s noncompliance with or Default under the Agreement; and/or (iii) Customer’s failure to comply with applicable law in connection with its performance under the Agreement.

9.2 Indemnification by Provider. Provider shall indemnify, defend and hold Customer and its members, managers, officers, agents and employees (collectively, the “ Customer Indemnified Parties ") harmless from and against any and all claims, lawsuits or damages asserted against the Customer Indemnified Parties by any third -party to the extent the same arise out of or are due to: (i) Provider’s negligence or willful misconduct in exercising its ri ghts and performing its obligations under the Agreement; (ii) Provider’s noncompliance with or Default under the Agreement; and/or (iii) Provider’s failure to comply with applicable law in connection with its performance under the Agreement.

9.3 Indemnification Procedures for Third-Party Claims. Should any third-party claim arise under this Article 9, the indemnified Party shall promptly notify the indemnifying Party of same in writing, and shall take such action as may be necessary to avoi d default or other adverse consequences in connection with such claim. The indemnifying Party shall have the right to select counsel and to control the defense and settlement of such claim; provided, however, that the indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in handling the claim, and provided further, that the indemnifying party shall not take any action in defense or settlement of the claim that would negatively im pact the indemnified Party without the consent of the indemnified Party. The indemnified Party shall reasonably cooperate with the indemnifying Party in the defense of the third -party claim, including making its files and personnel reasonably available to the indemnifying Party, all at the cost and expense of the indemnifying Party.

ARTICLE 10 – FORCE MAJEURE EVENTS
Neither Party shall be liable for any delay in or failure of performance hereunder (other than Customer’s payment obligations under Article 4) due to causes beyond such Party’s reasonable control including, but not limited to, acts of God, fire, flood, earthquake, ice storms, wind storms, or other sever weather events, explosion, vandalism, cable cut, terrorist acts, insurrection, riots or other civil unrest, national or regional emergency, a governmental authority’s failure to timely act, inability to obtain equipment, material or other supplies due to strike, lockout or work stoppage, or any law, order, regulation, direc tion, action or request of any civil or military governmental authority (each, a “ Force Majeure Event”). The Party claiming relief under this Article shall notify the other Party of the occurrence or existence of the Force Majeure Event and of the cessation of s uch event. If any Force Majeure Event causes an increase in the time required for performance of any of its duties or obligations, the affected Party shall be entitled to an equitable extension of time for completion. If the delay in performance caused by the Force Majeure Event exceeds thirty (30) days, either Party may terminate the Agreement or the applicable Service Order(s) immediately 818

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on written notice to the other Party, without incurring any liability in connection with such termination.

ARTICLE 11 – DISPUTE RESOLUTION

11.1 General Provisions. Except for actions seeking a temporary restraining order or injunction, or suits to compel compliance with this dispute resolution process, the Parties agree to use the dispute resolution procedures set forth in this Article 11 with respect to any controversy or claim (each, a “ Dispute”) arising out of or relating to the Agreement. All discussions occurring and documents exchanged pursuant to Section 11.3 below are confidential and inadmissible for any purpose in any legal pr oceeding involving the Parties; provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation or mediation process.

11.2 Negotiations. Should any Dispute arise, either Party may give the other Party written notice of the Dispute (each, a “Dispute Notice”). The Parties shall use good faith efforts to resolve the Dispute through negotiation within thirty (30) days of the date on which the Dispute Notice is delivered. With respect to Fee disputes arising under Article 4, compliance with the negotiation procedures described in Section 4.2 shall be in lieu of the provisions of this Section 11.2. If the Parties do not resolve the Dispute within such thirty (30) day period, either of the Parties may submit the matter to non -binding mediation through a profess ional mediation service. Any Dispute that is not resolved by negotiation and is not submitted to mediation shall be resolved by bi nding arbitration pursuant to Section 11.4 below.

11.3 Mediation. If a Dispute is submitted to mediation, the Parties will cooperate in selecting a qualified mediator from a panel of neutral mediators having experience in the telecommunications and broadband internet industry. The Parties shall share equally in the costs of mediation. Any Dispute submitted to mediation that is not resolved within sixty (60) days of submitting the Dispute to mediation shall be resolved by binding arbitration as provided in Section 11.4 below.

11.4 Binding Arbitration. Any arbitration hearing shall be before a single neutral arbitrator and shall be held in the Sacramento, California offices of Judicial Arbitration & Mediation Services, Inc., or a similar professional dispute resolution organization. The arbitration shall be administered pursuant to the rules and procedures of the American Arbitration Association. The Parties shall equally share the fees of the arbitrator. The Federal Arbitration Act, 9 U.S.C. §§ 1 -15, not state law, shall govern the arbitrability of all disputes.

11.5 Governing Law. The Agreement and all matter s arising out of the Agreement shall be governed by the laws of the State of California. Any judicial action arising in connection with the Agreement shall be in the Superior Court of the State of California, Placer County, or in the Federal Distr ict Court for the Eastern District of California, as applicable. Each party irrevocably waives, to the fullest extent permitted by law, trial by jury of any disputes, claims or issues arising under the Agreement.

ARTICLE 12 – ASSIGNMENT AND ASSUMPTION
Except as otherwise provided in this Article 12, neither Party shall assign, delegate or otherwise transfer the Agreement or its obligations under the Agreement, in whole or in part, without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may, without the necessity of obtaining the other Party’s consent, assign its interest in and to the Agreement to: (i) any entity acquiring such Party, whether by merger or through purchase of substantially all the assets of such Party; (ii) a lender as an asset securing indebtedness; or (iii) an Affiliate of such party; prov ided, that in the event of a transfer to an Affiliate, the transferring Party shall continue to remain liable for the obligations under the Agreement.

ARTICLE 13 – NOTICES
Unless otherwise provided elsewhere in the Agreement, any notice to be given to either Party under the Agreement will be in writing. Notices to Provider shall be directed to Provider’s address set forth below. Notices to Customer shall be directed to Customer’s addresses set forth in the applicable Service Order. Notices will be deemed received (i) the next business day, when sent by reliable, commercial overnight courier; (ii) three (3) bu sin ess days after being sent by certified mail, postage prepaid and return receipt requested; (iii) when actually received, if sent by email during the business hours of 9:00 a.m. to 5:00 p.m. (recipient’s time). Notices received after 5:00 p.m. (recipient’s time) will be effective the next business day.

Provider’s Address for Notices:

Wave Business Solutions, LLC
401 Parkplace Center, Suite 100
Kirkland, WA 98033
With a Copy to:

Wave Business Solutions, LLC
650 College Road East, Suite 3100
Princeton, NJ 08540
819

STANDARD TERMS AND CONDITIONS FOR ENTERPRISE SERVICES pg. 7 Wave Business Solutions, LLC 08/15/2018

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ATTN: Enterprise Sales
Email: [email protected]
ATTN: Legal Department

Either Party may change its notice address by giving notice to the other Party in accordance with this Article.

ARTICLE 14 – REPRESENTATIONS AND COVENANTS
Each Party represents and covenants to the other as follows: (i) the execution and delivery of the Agreement and the performance of its obligations hereunder have been duly authorized; (ii) the Agreement is a valid and legal agreement binding on such parties and enforceable in accordance with its terms; (iii) to the best of its knowledge and belief, it is in material compliance with all laws, rules and regulations and court and governmental orders related to the operation of its business; and (iv) it shall comply with all applicable laws and regulations when exercising its rights and performing its obligations under the Agreement.

ARTICLE 15 – MISCELLANEOUS

15.1 Entire Agreement; Interpretation . The Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof, and supersedes any and all prior oral or written agreements between the Parties regar ding the subject matter contained herein. The Agreement may only be modified or supplemented by an instrument executed by an authorized representative of e ach Party. The Agreement and each of the terms and provisions of it are deemed to have been explicitly negotiated by the Parties, and the language in all parts of the Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against either of the Parties. If any provision of the Agreement or the applicatio n thereof to any person or circumstance shall, for any reason and to any extent, be found invalid or unenforceable, the remainder of the Agreement and the application of that provision to other persons or circumstances shall not be affected thereby, but shall instead continue in full force and effect.

15.2 No Waiver. No failure by either Party to enforce any rights hereunder will constitute a waiver of such rights. Nor shall a waiver by either Party of any particular breach or default constitute a waiver of any other breach or default or any similar future breach or default. Pr ovider’s acceptance of any payment under the Agreement will not constitute an accord or any other form of acknowledgement or satisfaction that the amount paid is in fact the correct amount, and acceptance of a payment will not release any claim by Provider for additional amounts due from Customer.

15.3 Relationship; No Third Party Beneficiaries . The Agreement is a commercial contract between Provider and Customer and the relationship between the Parties is that of independent contractors. Nothing in the Agreement creates any partnership, principal- agent, employer-employee or joint venture relationship between the Parties or any of their Affiliates, agents or employees for any purpose. The Agreement is for the sole benefit of Provider and Customer and is not intended to confer any rights on any other person; there are no third party beneficiaries of the Agreement.

15.4 Exhibits. The following Exhibits, which are attached to these T&Cs, are incorporated herein and by this reference made a part of these T&Cs:

EXHIBIT A - Service Level Agreement for Lit Fiber Services

15.5 Computation of Time. Except where expressly provided to the contrary, as used in the Agreement, the word “day” shall mean “calendar day,” and the computation of time shall include all Saturdays, Sunday s and holidays for purposes of determining time periods specified in the Agreement. If the final date of any period of time set out in any provision of the Agreement falls upon a Saturday or a Sunday or a legal holiday, then in such event, the time of suc h period shall be extended to the next day that is not a Saturday, Sunday or legal holiday. As used in the Agreement, the term “business day” shall mean a day that is not a Saturd ay, Sunday or a legal holiday.

15.6 Counterparts; Electronic Signatures . A ny Service Order entered into by the Parties pursuant to these T&Cs may be executed in multiple counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument. Any executed documents sent to the other Party in portable document format (pdf) images via email will be considered the same as an original document. The Parties consent to the use of electronic signatures.

820

Exhibit A: Service Level Agreement for High Availability Enterprise Services pg. 1 Wave Business Solutions, LLC Updated: 09/07/2016

PROPRIETARY AND CONFIDENTIAL

EXHIBIT A
Service Level Agreement
for
High Availability Enterprise Services

This Service Level Agreement for High Availability Enterprise Services (this “SLA”) is a part of the Master Service s Agreement for Enterprise Services (“MSA”) between Wave Business Solutions, LLC (“WAVE”) and Customer. This SLA applies to the following types of Enterprise Services offered by WAVE : (a) Data Transport Services, (b) Dedicated Internet Access Services, and (c) Phone Solutions Over Fiber Services.

1. AVAILABILITY SLA
WAVE’s Network is designed to provide a target Availability of at least 99.9 % per month. If the Availability target is not achieved in a given calendar month, Customer shall be entitled to the remedies set forth in the table below, which must be claimed as described in this SLA.

Target Availability Duration of Service Outage Customer Credit as % of MRC for the applicable Circuit*

99.9% Availability
Less than 45 minutes Target Met
45 Min. up to 4 hours 5%
> 4 hours up to 12 hours 10%
> 12 hours up to 18 hours 20%
> 18 hours up to 24 hours 35%
> 24 hours 50%
*Customer credits for Unavailability are calculated on an individual circuit basis, and the amount of any credit is based on the portion of MRC allocable to the affected circuit.

2. MEAN TIME TO RESTORE (“MTTR”) SLA
In the event of Outages in Services due to failure or malfun ction of the WAVE Network or WAVE Equipment , WAVE’s NOC is designed to provide a MTTR of 6 hours or less . If the target MTTR is not met for a particular circuit in a given calendar month, and Customer receives a Service from WAVE on the circuit at issue, then Customer shall be entitled to remedies set forth in the table below, which must be claimed as described in this SLA .

Target MTTR Actual MTTR
Customer Credit
as % of MRC for the
applicable Circuit
6 hr MTTR
≤ 6 Hrs. Target Met
> 6 Hrs. to 10 Hrs. 5%
> 10 Hrs. to 18 Hrs. 10%
> 18 Hrs. 20%

3. PACKET DELIVERY/PACKET LOSS SLA
The WAVE Network is designed to provide no greater than 0.1% Packet Loss. If the Packet Loss target is not achieved in a given calendar month, Customer shall be entitled to the remedies set forth in the table below, which must be claimed as described in this SLA. Customer credits for average monthly Packet Loss are calculated on an individual circuit basis, and the amount of any credit is based on the portion of MRC allocable to the affected circuit.

821

PROPRIETARY AND CONFIDENTIAL
Exhibit A: Service Level Agreement for High Availability Enterprise Services pg. 2 Wave Business Solutions, LLC Updated: 09/07/2016

PROPRIETARY AND CONFIDENTIAL
Target Maximum
Packet Loss
Actual Packet Loss
(lower end – upper end)
Customer Credit
as % of MRC for the
applicable Circuit
≤ 0.1% Packet Loss
0% - 0.1% Target Met
> 0.1% - 0.4% 5%
> 0.4% - 0.7% 10%
> 0.7% - 1.0% 25%
> 1.0% 50%

4. LATENCY SLA
The WAVE Network is designed to provide a monthly average round trip Latency not to exceed the following:
• Round Trip Local Market Latency of 12 ms or less
• Round Trip Inter-Market Latency* of 45 ms or less
If WAVE determines the applicable Latency target was not met in a given month and also cannot remedy the problem within fifteen (15) calendar days from the date on which Customer opens a Trouble Ticket with the WAVE NOC regarding excessive Latency, Customer shall be entitled to the remedies set forth in the table below, which must be claimed as described in this SLA.

Target
Local Market
Latency
Round Trip
Target
Inter-Market
Latency*
Round Trip
Actual Latency
Round Trip
(lower end - upper end)
Customer Credit
as % of MRC for
the applicable
Circuit
12 ms or less 45 ms or less
≤ Target Latency Target Met
> Target up to 8 ms over Target 5%
> 8 ms up to 15 ms over Target 10%
> 15 ms up to 20 ms over Target 25%
> 20 ms over Target 50%
* Inter-Market Latency means up to 800 network miles between locations

5. NETWORK JITTER SLA
The WAVE Backbone Network is designed to have a monthly average one-way Network Jitter of no greater than 2 ms. If the Network Jitter target is exceeded in a given calendar month, Customer will be entitled to a credit of 1/30th of the MRC of the affected circuit for that month for each full 1ms of Network Jitter above the applicable Network Jitter target set forth above. Any such credit must be claimed as described in this SLA.

6. CHRONIC OUTAGE
If Customer experiences a Chronic Outage with respect to a Service , Customer shall have the right to elect either of the following remedies, which must be claimed as described in this SLA: (i) substitute a different Service or a different circuit/path for the Service and circuit /path that experienced the Chronic Outage without incurring any Termination Charge or installation fees; or (ii) terminate the affected Service for the circuit /path that experienced the Chronic Outage without incurring any Termination Charge.

7. DEFINITIONS
For purposes of this SLA the following terms shall have the meanings set forth below.

“Availability” means the ability of Customer to exchange Ethernet packets with the W AVE Network via Customer’s router port. Availability is measured in minutes of uptime over the calendar month during which the Services are Available:

822

PROPRIETARY AND CONFIDENTIAL
Exhibit A: Service Level Agreement for High Availability Enterprise Services pg. 3 Wave Business Solutions, LLC Updated: 09/07/2016

PROPRIETARY AND CONFIDENTIAL
% Availability = (Total Minutes in Month – Total Minutes of Unavailability in Month) (per calendar month) Total Minutes in Month

For Ethernet Transport Services and Phone Over Fiber Services, Availability is calculated at the individual circuit level, between WAVE’s Backbone Network and the Customer’s router port. For Dedicated Internet Access Services, Availability is calculated from the Customer’s router port through the WAVE Network to the handoff point for the Inter net.

Dedicated Internet Access Service Availability does not include the availability of the Internet itself or any particular Internet resource. Periods of Excused Outage are not included in Availability metrics.

“Chronic Outage ” means a series of thre e (3) or more Service Outages affecting the same Service on the same circuit during a given calendar month, each of which has an actual time to restore “TTR” in excess of WAVE’s targeted MTTR.

“Emergency Maintenance” means WAVE’s efforts to correct cond itions on the WAVE Network that are likely to cause a material disruption to or outage in services provided by WAVE and which require immediate action. Emergency Maintenance may degrade the quality of the Services provided to Customer, including possible outages. Any such outages are Excused Outages that will not entitle Customer to credits under this SLA. WAVE may undertake Emergency Maintenance at any time WAVE deems necessary and will provide Customer with notice of such Emergency Maintenance as soon as commercially practicable under the circumstances.

“Excused Outage” means any disruption to or unavailability of Services caused by or due to (i) Scheduled Maintenance, (ii) Emergency Maintenance, or (iii) circumstances beyond WAVE’s reasonable control, such as, by way of example only, Force Majeure, acts or omissions of Customer or Customer’s agents, licensees or end users, electrical outages not caused by WAVE, or any failure, unavailability, interruption or delay of third -party telecommunications netw ork components the use of which are reasonably necessary for WAVE’s delivery of the Services to Customer.

“Jitter” or “Network Jitter” refers to an undesirable variation in the interval at which packets are received, also described as the variability in Latency as measured in the variability over time of the packet Latency across a network. Jitter is calculated as aggregate average month ly metric measured by WAVE across the WAVE Backbone Network between a sample of WAVE POPs. Local access loops are not included. Periods of Excused Outage are not included in Jitter metrics.

“Latency” means how much time it takes, measured in milliseconds, for a packet of data to get from one designated point on WAVE’s Network to another designated point on WAVE’s Network. Latency is calculated as aggregate average monthly metric measured by WAVE across the WAVE Backbone Network between a sample of WAVE POPs. Local access loops are not included. Periods of Excused Outage are not included in Latency metrics.

“Mean Time to Restore ” or “ MTTR” means the average time required to restore the WAVE Network to a normally operating state in the event of an Outag e. MTTR is calculated on a circuit basis, as a monthly average of the time it takes WAVE to repair all Service Outages on the specific circuit. MTTR is measured from the time an Outage related Trouble Ticket is generated by the WAVE NOC until the time the Service is again Available. The cumulative length of Service Outages per circuit is divided by the number of Trouble Tickets in the billing month to derive the monthly MTTR per circuit:

MTTR in Hrs = Cumulative Length of Service Outages Per Month Per Circuit (per calendar month) Total Number of Trouble Tickets for Service Outages Per Month Per Circuit

Periods of Excused Outage are not included in MTTR metrics.

“Outage” means a disruption in the Service making the Service completely unavailable to Customer that is not an Excused Outage. For purposes of SLA -related credits and remedies, the period of unavailability begins when an Outage -related Trouble T icket is opened by the Customer and ends when the connection is restored , as measured by WAVE .

Unavailability does not include periods of Service degradation, such as slow data transmission.

823

PROPRIETARY AND CONFIDENTIAL
Exhibit A: Service Level Agreement for High Availability Enterprise Services pg. 4 Wave Business Solutions, LLC Updated: 09/07/2016

PROPRIETARY AND CONFIDENTIAL
“Packet Loss” means the unintentional discarding of data packets in a network when a device (e.g., switch, router, etc.) is overloaded and ca nnot accept any incoming data. Packet Loss is calculated as aggregate average monthly metric measured by WAVE across the WAVE Backbone Network between a sample of WAVE POPs. Local access loops are not included. Periods of Excused Outage are not included in Packet Loss metrics.

“Scheduled Maintenance ” means any maintenance of the portion of the WAVE Network to which Customer’s router is connected that is performed during a standard maintenance window (1:00AM – 5:00AM Pacific Time). Customer will be notified via email at least forty -eight (48) hours in advance of any scheduled maintenance that is likely to affect Customer’s Service.

“Trouble Ticket” means a trouble ticket generated through the WAVE NOC upon notification of a Service -related problem.

Trouble Tickets ma y be generated by WAVE pursuant to its internal network monitoring process, or by Customer’s reporting of a problem to the WAVE NOC. In order for Customer to be eligible for credits or remedies under this SLA, Customer must contact the WAVE NOC and open a Trouble Ticket regarding the problem; Trouble Tickets generated internally by WAVE will not provide a basis for Customer credits or Chronic Outage remedies.

“WAVE Network” means all equipment, facilities and infrastructure that WAVE uses to provide Servi ces to Customer, and includes Customer’s access port. The “WAVE Network” does not include Customer owned or leased equipment (unless leased from WAVE), or any portion of Customer’s local area network after the demarcation point for the Services provided by WAVE.

“WAVE Backbone Network” means WAVE’s core fiber backbone that connects WAVE’s POPs and regional hubs.

“WAVE’s Network Operations Center ” or “ WAVE’s NOC ” means WAVE’s network operations center which is staffed 24x7x365 and can be reached at: 888-317-0488.

8. CLAIMING CREDITS AND REMEDIES

8.1 Requesting SLA Related Credits and Chronic Outage Remedies . To be eligible for any SLA-related Service credit or Chronic Outage remedy , Customer must be in good standing with WAVE and current in its financial obligations to WAVE. Credits are exclusive of any applicable taxes charged to Customer or collected by WAVE. (i) To claim SLA-related Service credits, Customer must do the following:
(a) Open a Trouble Ticket with the WAVE NOC within twenty-four (24) hours of the occurrence giving rise to the claimed credit(s);
(b) Submit a written request for the credit (s) to WAVE ’s customer service department within fifteen (15) days after the end of the calendar month in which the incident giving rise to the credit(s) occurred; and
(c) Provide the following documentation when requesting the credit(s):
• Customer name and contact information;
• Trouble Ticket number(s);
• Date and beginning/end time of the claimed Outage or failed SLA metric; • Circuit IDs for each pertinent circuit/path; and
• Brief description of the characteristics of the claimed Outage or failed SLA metric. (ii) To claim remedies for a Chronic Outage under this SLA, Customer must do the following:
(a) Open a Trouble Ticket regarding the Chronic Outage with the WAVE NOC within seventy-two (72) hours of the last Outage giving rise to the claimed remedy; (b) Submit a written request for a remedy regarding the Chronic Outage to WAVE’s customer service department within thirty (30) days of the end of the calendar month in which the Chronic Outage occurred; and
824

PROPRIETARY AND CONFIDENTIAL
Exhibit A: Service Level Agreement for High Availability Enterprise Services pg. 5 Wave Business Solutions, LLC Updated: 09/07/2016

PROPRIETARY AND CONFIDENTIAL
(c) Provide the following documentation when requesting the remedy:
• Customer name and contact information;
• Type of remedy requested (e.g., substitution or termination); • Trouble Ticket numbers for each individual Outage event; • Date and beginning/end time of each of the claimed Outages; • Trouble Ticket number for the Chronic Outage at issue; • Circuit IDs for each pertinent circuit/path; and
• Brief description of the characteristics of the claimed Chronic Outage.

If Customer fails to timely submit, pursuant to the procedure described in this Section, a request for any SLA -related credit or Service Outage remedy for which Customer might other wise be eligible under this SLA, Customer shall be deemed to have waived its right to receive such credit or remedy. The credits and remedies provided by this SLA are Customer’s sole and exclusive remedies for any and all claims or complaints regarding th e quality and/or availability of any of the Services to which this SLA applies.

8.2 WAVE’s Evaluation of Claims . All claims for SLA -related credits and remedies for Chronic Outages are subject to evaluation and verification by WAVE. Upon receiving a claim for SLA-related credit and/or remedies for Chronic Outage, WAVE will evaluate the claim and respond to Customer within thirty (30) days. If WAVE requires additional information in order to evaluate Customer’s claim, WAV E will notify Customer by emai l specifying what additional information is required. Customer will have fifteen (15) days from the date on which it receives WAVE’s request for additional information in which to provide the requested information to WAVE. If Customer fails to provide th e additional information within that time period, Customer will be deemed to have abandoned its claim. WAVE will promptly notify Customer of WAVE’s resolution of each Customer claim. If Customer’s claim for an SLA-related credit or Chronic Outage remedy is rejected, the notification will specify the basis for the rejection. If Customer’s claim for a credit is approved, WAVE will issue the credit to Customer’s account, to appear on the next monthly invoice. If Customer’s claim for a Chronic Outage remedy is approved, WAVE will notify Customer of the date on which the requested substitution or termination will occur. WAVE’s determination regarding whether or not an SLA has been violated shall be final.

8.3 Limitations and Ex clusions. Total credits for any given calendar month shall not exceed 100% of the MRC for the affected circuit and Service. Credits shall not be cumulative with respect to any given incident; instead, if multiple SLAs are violated during a single inciden t, Customer shall be entitled only to the largest applicable credit amount.

This SLA will not apply and Customer will not be entitled to any credit under this SLA for any impairment of Services that is caused by or due to any of the following: (i) The acts or omissions of Customer, its agents, employees, contractors, or Customer’s end users, or other persons authorized by Customer to access, use or modify the Services or the equipment used to provide the Services, including Customer’s use of the Service i n an unauthorized or unlawful manner; (ii) The failure of or refusal by Customer to reasonably cooperate with WAVE in diagnosing and troubleshooting problems with the Services, including the unavailability of required Customer personnel due to Customer’s f ailure to keep WAVE provided with current and accurate contact information for such personnel; (iii) Scheduled Service alteration, maintenance or implementation; (iv) The failure or malfunction of network equipment or facilities not owned or controlled by WAVE or WAVE’s Affilliates; (v) Force majeure events; (vi) WAVE’s inability (due to no fault of WAVE) to access facilities or equipment as reasonably required to troubleshoot, repair, restore or prevent degradation of the Service; (vii) Customer’s failure to release the Service for testing or repair and continuing to use the Service on an impaired basis; (viii) WAVE’s termination of the Service for cause, or as otherwise authorized by the MSA; (ix) Improper or inaccurate network specifications provided by Customer; (x) Interruptions resulting from incorrect, incomplete or inaccurate Service orders from Custom er; (xi) Special configurations of the standard Service that have been mutually agreed to by Customer and WAVE , unless a separate Service Level Agreement for the special configuration has been established with the Service Order; or (xii) WAVE’s inability to deliver Service by the Customer’s desired due date.

825
City Council
Staff Report

Subject:

Placer County Ambulance Advisory Committee and Sierra-
Sacramento Valley Emergency Medical Services Agency Funding Request Approval.

Date:

December 12, 2023
Submitted By:

Christopher Hertel, Battalion Chief
Reginald Williams, Chief of Fire
Department:

Fire
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin, Ratifying Approval of Funding From the Placer County Ambulance Advisory Committee and Sierra-Sacramento Valley Emergency Medical Services Agency.

Background:

The Rocklin Fire Department provides Advanced Life Support (ALS) response to the City of Rocklin. Fire Department personnel are currently equipped with direct laryngoscopy devices on each emergency response unit. A direct laryngoscopy device allows for visualization of the larynx, and is used during resuscitation. However, use of video laryngoscopy devices would provide better line of sight and a higher success rate with less manipulation of the patient.

A formal funds request to Placer County Ambulance Advisory Committee and Sierra- Sacramento Valley Emergency Medical Services Agency (S-SV EMS) was made to reimburse the City of Rocklin for the purchase of six video laryngoscopy devices and supplies. On November 2, 2023, the Placer County Ambulance Advisory Committee and Sierra- Sacramento Valley Emergency Medical Services Agency approved the City of Rocklin Fire Department's request to purchase and will reimburse for video laryngoscopy devices and supplies with reimbursement up to an amount not to exceed $13,000 (Attachment 2).

Fiscal Impact:

There is no direct fiscal impact to the General Fund from the staff recommendation. The award will require a budget amendment to increase the Fire Department's appropriation by $13,000 to execute the purchase with UE Medical Devices, Inc. The City of Rocklin will receive reimbursement from Sierra-Sacramento Valley Emergency Medical Services Agency for an amount not to exceed $13,000.

Item Number 3S.

826

ATTACHMENTS:

1. Resolution

2. Rocklin FD Equipment Approval Notification
827
RESOLUTION NO. 2023-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

RATIFYING THE APPROVAL OF FUNDING FROM PLACER COUNTY AMBULANCE ADVISORY

COMMITTEE AND SIERRA-SACRAMENTO VALLEY EMERGENCY MEDICAL SERVICES AGENCY WHEREAS, The Rocklin Fire Department provides Advanced Life Support (ALS) response to the City of Rocklin; and
WHEREAS, Rocklin currently equips direct laryngoscopy devices on each emergency response unit while a video laryngoscope would provide better line of sight with less manipulation of the patient; and
WHEREAS, a formal funds request was submitted to Placer County Ambulance Advisory Committee and Sierra-Sacramento Valley Emergency Medical Services Agency (S-SV EMS) to reimburse the City of Rocklin for the purchase of six video laryngoscopy devices and supplies; and
WHEREAS, on November 2, 2023, the Placer County Ambulance Advisory Committee and Sierra-Sacramento Valley Emergency Medical Services Agency approved the City of Rocklin Fire Department’s request to purchase video laryngoscopy devices and supplies up to an amount not to exceed $13,000.

NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1. The City Council of the City of Rocklin hereby ratifies the submission of funds request to Placer County Ambulance Advisory Committee and Sierra-Sacramento Valley Emergency Medical Services Agency, accepts the award in the amount not to exceed $13,000 with the specific terms of the award, authorizes the purchase with UE Medical Devices, Inc.

Section 2. The City Manager is authorized to make accounting and budgetary adjustments to administer and account for the grant consistent with the law and City policies. 828
PASSED AND ADOPTED this 12th day of December, 2023, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
, Mayor
ATTEST:

Haley Reid, Acting City Clerk
Resolution No. 2023-

Page 2 of 2 ends

829
Sierra – Sacramento Valley Emergency Medical Services Agency

Regional Executive Director
John Poland, Paramedic

Medical Director
Troy M. Falck, MD, FACEP, FAAEM

JPA Board Chairperson
Jim Holmes, Placer County Supervisor

Address & Contact Information
535 Menlo Drive, Suite A
Rocklin, CA 95765
(916) 625-1702
[email protected]
www.ssvems.com
Serving Butte, Colusa, Glenn, Nevada, Placer, Shasta, Siskiyou, Sutter, Tehama, & Yuba Counties

Page 1 of 1 ends

November 2, 2023

Chris Hertel, Battalion Chief
City of Rocklin Fire Department
4060 Rocklin Road
Roseville, CA 95677

Chief Hertel,

The Placer County Ambulance Advisory Committee and S-SV EMS have approved the attached City of Rocklin Fire Department funding request for the following supplies/equipment:

• Video Laryngoscopy equipment/supplies, total reimbursable amount not to exceed $13,000 without additional S-SV EMS approval.

Following your department’s purchase of these items, please submit appropriate invoices and supporting purchase documentation directly to S-SV EMS for reimbursement.

Sincerely,

John Poland, Paramedic
Regional Executive Director
Sierra – Sacramento Valley EMS Agency
830

Memorandum

City of Rocklin

Fire Department
DATE: October 25, 2023
TO: John Poland, S-SV EMSA; Ambulance Advisory Committee FROM: Chris Hertel, Rocklin Fire Battalion Chief
SUBJECT: Placer County EMS Funds Request

Intent
Rocklin Fire Department respectfully submits a request for funds to purchase six (6) video laryngoscopes. In the setting of the critically ill patients, securing endotracheal intubation by direct laryngoscopy often requires multiple attempts with a higher complication rate due to the emergent, uncontrolled setting, comorbidities, and variability in expertise of operators. The use of video laryngoscopy would be superior to direct laryngoscopy during urgent endotracheal intubation.

Need
The Rocklin Fire Department provides Advanced Life Support response to the City of Rocklin and extends that level of care to mutual and automatic aid requests throughout the County and the State under the master mutual aid system. Rocklin currently operates direct laryngoscopy devices on each emergency response unit. We are requesting 6 video laryngoscopes devices so that each of our apparatus is able to deliver the same level of care and are equipped appropriately.

With a direct laryngoscope, it is necessary to obtain a line of sight from the maxillary teeth to the glottis, by placing the patient's head on a pillow and extending the head on the neck (sniffing position) to displace the tongue and epiglottis, which frequently obstruct the line of sight. In addition, an assistant is frequently required to apply pressure to the thyroid cartilage to obtain a clear view of the glottis, and it is often difficult for the assistant to adjust the direction and the degree of the pressure. With a video laryngoscope, because the image of the glottis is captured near the tip of the blade, only a few centimeters of line of sight will be required. In addition, an assistant can adjust the direction and degree of pressure on the neck by confirming the improvement of the view of the glottis on a video screen. Therefore, theoretically, a video laryngoscope would provide a better view of the glottis, and would increase the success rate of tracheal intubation.

Aziz et al. performed a randomized, controlled study, assessing the efficacy of a video laryngoscope (C-MAC video laryngoscope) in 300 patients with predicted difficult tracheal intubation, and have found that the success rate of tracheal intubation at the first attempt with the video laryngoscope was significantly higher (93%) than with a conventional Macintosh 831

Memorandum

City of Rocklin

Fire Department
laryngoscope (84%). The view of the glottis at laryngoscopy was significantly better, and the use of an endotracheal tube introducer (a gum elastic bougie) and pressure to the larynx (to obtain a better view of the glottis) were significantly less frequently required for the video laryngoscope.

Cost
460-1200 UESCOPE VL460 Monitor Kit $1,650.00 x 6 $9,900.00 010-3030 Single-Use Blade D3 (20pcs) $700.00
010-3040 Single-Use Blade D4 (20pcs) $700.00
131-1101 UE Intubation Stylet (SXQ-P-I) $350 x 6 $210 Subtotal $11,510.00
Shipping $50.00
Tax 7.25% $834.48
Total $12,394.48

References
Aziz MF, Dillman D, Fu R, Brambrink AM: Comparative effectiveness of the C-MAC video laryngoscope versus direct laryngoscopy in the setting of the predicted difficult airway.

ANESTHESIOLOGY 2012; 116:629–36

832
UE Medical Devices, Inc.
831 Beacon Street, Suite 136
Newton, MA 02459
Tel: (617) 610-2718 Fax: (617) 910-2506
Web: www.uescope.com Email: [email protected]

Q U O T E
Quote # Date Valid Until
552 10/25/2023 11:40pm 12/31/2023
Prepare For Prepared By Payment Terms
Rocklin Fire Dept
4060 Rocklin Rd
Rocklin, CA 95677
Attn: Chris Hertel
David Wei Net 30
Part # Product Unit Price Qty Total
460-1200 UESCOPE VL460 Monitor Kit $1,650.00 6$9,900.00 010-3230 Single-Use Blade D3 (20 pcs) $700.00 1$700.00
010-3240 Single-Use Blade D4 (20 pcs) $700.00 1$700.00
131-1101 UE Intubation Stylet (SXQ-P-I), Adult $35.00 6$210.00 Subtotal$11,510.00
Shipping$50.00
Tax$834.48
Total $12,394.48
833
City Council
Staff Report

Subject:

City Hall Gutter and Downspout Replacement Notice of Completion Date:

December 12, 2023
Submitted By:

Justin Nartker, Director of Public Services
Matt McClure, Public Services Manager
Department:

Public Services
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Accepting the Public Work Known as City Hall Gutter and Downspout Replacement, Approving the Notice of Completion Thereof, and Authorizing and Directing the Execution and Recordation of Said Notice on Behalf of the City (A Plus Painting).

Background:

On May 23, 2023, the City Council approved the City Hall Gutter and Downspout Replacement project (Resolution No. 2023-70). This project consists of the removing and replacing the gutters and downspouts at City Hall, 3970 Rocklin Road.

The City Council awarded the contract to A Plus Painting in the amount of $88,000 with a 15% contingency ($13,200) for a total amount of $101,200.

No change orders were issued and this project came in on budget at $88,000 and was completed on October 6, 2023. Staff recommends the City Council accept the public work known as the City Hall Gutter and Downspout Replacement, accept the Notice of Completion, and Authorize and Direct the Execution and Recordation of the Notice of Completion on behalf of the City.

Fiscal Impact:

There is no direct fiscal impact associated with approving the Notice of Completion. The project was funded out of the General Fund (100).

Item Number 3T.

ATTACHMENTS:

1. Resolution
834
RESOLUTION NO. 2023-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

ACCEPTING THE PUBLIC WORK KNOWN AS THE CITY HALL GUTTER AND DOWNSPOUT

REPLACEMENT, APPROVING THE NOTICE OF COMPLETION THEREOF, AND AUTHORIZING AND

DIRECTING THE EXECUTION AND RECORDATION OF SAID NOTICE ON BEHALF OF THE CITY (A PLUS PAINTING)
WHEREAS, on May 23, 2023, the City Council of the City of Rocklin adopted Resolution No. 2023-70 awarding the contract for the City Hall Gutter and Downspout Replacement to A Plus Painting in the amount of $88,000; and
WHEREAS, this project consisted of the removing and replacing the gutters and downspouts at City Hall, 3970 Rocklin Rd; and
WHEREAS, Rocklin Municipal Code section 3.04.050 authorized a contingency amount of fifteen percent of the contract ($13,200) which was approved by the City Council of the City of Rocklin for a total authorized project cost of $101,200; and WHEREAS, no change orders were issued and the project total was $88,000; and WHEREAS, the project was completed on October 6, 2023, and funded by the General Fund (100).

NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1 The attached Notice of Completion relative to the public work known as City Hall Gutter and Downspout Replacement (A Plus Painting), is hereby approved and the public work accepted.

Section 2. The Director of Public Services is authorized and directed to execute said Notice on behalf of the City of Rocklin.

Section 3. The City Clerk is authorized and directed to record said Notice in the Office of the Placer County Recorder when fully executed and notarized and within ten (10) days of Council approval.

PASSED AND ADOPTED this 12th day of December, 2023, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
835

Page 2 of 2 ends

Resolution No. 2023-

___________________________
, Mayor
ATTEST:
__________________________
Haley Reid, Acting City Clerk
836
Recording Requested by and Return to:

No Fee Per Gov’t Code §27383
City Clerk
City of Rocklin
3970 Rocklin Road
Rocklin, CA 95677

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN that the public work known as City Hall Gutter and Downspout Replacement is complete. The location of said project is 3970 Rocklin Road, Rocklin, CA. The owner of said project is the City of Rocklin. The date of completion was October 6, 2023. The contractor on the project was A Plus Painting, and the surety on said project was American Contractors Indemnity Company.

I, Justin Nartker, being first duly sworn, depose and say: I am the Director of Public Services of the City of Rocklin, a general law city in the State of California, owner of the property described in the above Notice.

I am duly authorized to make this verification for and on behalf of the City of Rocklin. I have read the Notice of Completion, and know its contents and the facts stated therein are true.

ATTEST:
________________________
Haley Reid, Acting City Clerk
City of Rocklin
______________________________________________
Justin Nartker, Director of Public Services - City of Rocklin – 3970 Rocklin Road- Owner of the Public Work Improvement I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Date: Signature:__________________________________
Justin Nartker, Director of Public Services
Rocklin, California
837
838
City Council
Staff Report

Subject:

Police Department Steel Beam/Amphitheater Wood Beam Refinishing Notice of Completion
Date:

December 12, 2023
Submitted By:

Justin Nartker, Director of Public Services
Matt McClure, Public Services Manager
Department:

Public Services
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Accepting the Public Work Known as Police Department Steel Beam/Amphitheater Wood Beam Refinishing, Approving the Notice of Completion Thereof, and Authorizing and Directing the Execution and Recordation of Said Notice on Behalf of the City (Valdez Painting, Inc.).

Background:

On May 23, 2023, the City Council approved the Police Department Steel Beam/Amphitheater Wood Beam Refinishing project (Resolution No. 2023-69). This project consisted of power blasting the Police Department steel beam to remove existing paint and rust, and painting it to match the existing color, and removing the existing stain/sealer on the Amphitheater wood beam and refinishing it with updated products. The Police Department steel beam is located in the courtyard at 4080 Rocklin Road, and the Amphitheater wood beam is located at 4000 Rocklin Road.

The City Council awarded the contract to Valdez Painting, Inc., in the amount of $76,864 with a 15% contingency ($11,530 rounded) for a total authorized amount of $88,394. There were no change orders and the project was completed on October 9, 2023 for $76,864. Staff recommends the City Council accept the public work known as the Police Department Steel Beam/Amphitheater Wood Beam Refinishing, accept the Notice of Completion, and Authorize and Direct the Execution and Recordation of the Notice of Completion on behalf of the City.

Fiscal Impact:

There is no direct fiscal impact associated with approving the Notice of Completion. The project was funded out of the General Fund (100).

Item Number 3U.

ATTACHMENTS:

1. Resolution
839
RESOLUTION NO. 2023-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

ACCEPTING THE PUBLIC WORK KNOWN AS THE POLICE DEPARTMENT STEEL

BEAM/AMPHITHEATER WOOD BEAM REFINISHING, APPROVING THE NOTICE OF COMPLETION

THEREOF, AND AUTHORIZING AND DIRECTING THE EXECUTION AND RECORDATION OF SAID

NOTICE ON BEHALF OF THE CITY
(VALDEZ PAINTING INC.)
WHEREAS, on May 23, 2023, the City Council of the City of Rocklin adopted Resolution No. 2023-69 awarding the contract for the Police Department Steel Beam/Amphitheater Wood Beam Refinishing to Valdez Painting, Inc. in the amount of $76,864; and WHEREAS, this project consisted of the removing existing paint and rust from the Police Department steel beam and repainting it, and removing existing stain/sealer on the Amphitheater wood beam and refinishing it with updated products. The Police Department steel beam is located in the courtyard at 4080 Rocklin Rd, and the Amphitheater wood beam is located at 4000 Rocklin Rd.; and
WHEREAS, Rocklin Municipal Code section 3.04.050 authorized a contingency amount of fifteen percent of the contract ($11,530 rounded) which was approved by the City Council of the City of Rocklin for a total authorized project cost of $88,394; and WHEREAS, no change orders were issued and the project total was $76,864; and WHEREAS, the project was completed on October 9, 2023, and funded by the General Fund (100).

NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1 The attached Notice of Completion relative to the public work known as Police Department Steel Beam/Amphitheater Wood Beam Refinishing (Valdez Painting, Inc.), is hereby approved and the public work accepted.

Section 2. The Director of Public Services is authorized and directed to execute said Notice on behalf of the City of Rocklin.

Section 3. The City Clerk is authorized and directed to record said Notice in the Office of the Placer County Recorder when fully executed and notarized and within ten (10) days of Council approval.

PASSED AND ADOPTED this 12th day of December, 2023, by the following vote:
840

Page 2 of 2 ends

Resolution No. 2023-
AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

___________________________
, Mayor
ATTEST:
__________________________
Haley Reid, Acting City Clerk
841
Recording Requested by and Return to:

No Fee Per Gov’t Code §27383
City Clerk
City of Rocklin
3970 Rocklin Road
Rocklin, CA 95677

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN that the public work known Police Department Steel Beam/Amphitheater Wood Beam Refinishing is complete. The locations of said project are 4080 Rocklin Rd. and 4000 Rocklin Road, Rocklin, CA. The owner of said project is the City of Rocklin. The date of completion was October 9, 2023.

The contractor on the project was Valdez Painting, Inc., and the surety on said project was Everest Reinsurance Company.

I am duly authorized to make this verification for and on behalf of the City of Rocklin. I have read the Notice of Completion, and know its contents and the facts stated therein are true.

Date: Signature:__________________________________
Justin Nartker, Director of Public Services
Rocklin, California
842
843
844
City Council
Staff Report

Subject:

Citywide Fuel Reduction Program
Date:

December 12, 2023
Submitted By:

Justin Nartker, Director of Public Services
Rick Lawrence, Public Services Manager
Department:

Public Services
Recommendation:

A
.

Adopt a Resolution of the City Council of the City of Rocklin Awarding the Contract for the City of Rocklin 2024 Grazing Services to Blue Tent Farms LLC and Authorizing the City Manager to Execute an Agreement with Blue Tent Farms LLC.

B
.

Adopt a Resolution of the City Council of the City of Rocklin Awarding the Contract for the City of Rocklin 2024 Weed and Rubbish Abatement and Authorizing the City Manager to Execute an Agreement with Northern State Contractors, Inc.

Background:

The City’s Fuel Reduction Program reduces the threat of fire in the City by providing preventative maintenance (e.g., eliminate weeds, dry brush, dead trees) in the open space areas and vacant parcels throughout the city. This is accomplished by using goat and sheep grazing, as well as other methods such as handwork for rubbish and brush removal, tractor discing, and mowing.

Grazing Services
For the past 13 years, the City of Rocklin has contracted services for goat and sheep grazing on City-owned and maintained open space areas, for the purpose of fuel load reduction and general open space management. The US Army Corp of Engineers and California Department of Fish and Wildlife restrict the use of chemical and mechanical methods of vegetation control in open space preserves, which makes grazing the preferred method for open space management. When the City began utilizing grazing in 2010, there were 465 acres to be grazed. In 2024, the total open space acreage has increased to approximately 996 acres (Attachment 2) and the current contract for grazing services expires on December 31, 2023.

The bid for 2024 Grazing Services was advertised on September 7, 2023, and September 14, 2023, with the bid opening Thursday, October 9, 2023. Two (2) bids were received from the following (Attachment 3).

Item Number 3V.

845
Blue Tent Farms, LLC (Red Bluff)
$1,539,158.00
Legacy Ranching and Land Management (Grass Valley)
$1,775,050.20

In 2019, the average cost for grazing in the city was $350 per acre. The two bids that were received are significantly higher than the proposals received in 2019. Blue Tent’s price per acre is $495 for 2024 and increases 4% each year after, and Legacy proposed $594 per acre for the 3 years with no increase. The current grazer provided their breakdown to help illustrate the justification for cost increases as such and generally reflects the industry as a whole. In addition to regular costs associated with inflation, there has been a 71% increase in fuel cost over the life of the contract, changes to state regulations targeting the herding industry which has resulted in 112% increase in payroll, a 521% increase in insurance costs resulting in urban grazing compared to rural grazing, and a 163% increase in animal rental to address the city’s expanded open space program and logistics associated with grazing longer narrower waterways.

Staff has reviewed the low bid for sufficiency, determined it was responsive, and determined Blue Tent Farms LLC submitted a responsible bid. Staff recommends that the City Council award the contract to Blue Tent Farms LLC.

The first term of this agreement is for a term of three (3) years, from January 1, 2024, through December 31, 2026, with the option to renew the contract for up to two additional one-year terms at the City’s sole discretion, provided budget funds are available. The cost of the first three (3) year term is $1,539,158.00. Pursuant to the Rocklin Municipal Code 3.04.050, the City Manager, or their designee, has change order authority of fifteen (15) percent ($230,873.70) of the contract amount. The amount for this project including fifteen (15) percent change order authority brings the total cost to $1,770,031.70 for the initial three (3) year term.

In addition, staff recommends that the City Council authorize the City Manager, or their designee, to add future acreage to the contract that has been annexed into the City’s open space program and has an identified funding source.

If the term of the contract is extended beyond the initial three-year term, any requests made by the Contractor for a price increase must be fully documented utilizing an appropriate Consumer or Producer Price Index or other relevant market data to justify a price change, not to exceed 4%. In its request for price increases Contractor shall cite sources, specific conditions, and document how those conditions affect the cost.

Weed and Rubbish Abatement
During the 2023 season (April – September), approximately 90 acres were abated. Staff expects a similar amount during the next season (Attachment 5); however, that can increase or decrease depending on the addition of open space and the number of vacant parcels in which the owners elect to have the City abate their property.

A Request for Proposals (RFP) was issued for the City of Rocklin 2024 Weed and Rubbish Abatement Project and was advertised on October 5, 2023, and October 12, 2023, with a submittal date of Wednesday, November 15, 2023. Two (2) proposals were received from the following contractors (Attachment 6):

Northern State Contractors, Inc. (Sacramento) $259,500 DCS (Hazleton, PA) $463,530 846
The proposals were evaluated by City Staff, and reference checks were performed. Staff received excellent recommendations from the references for Northern State Contractors, Inc. and recommends the City Council award the contract for the project to Northern State Contractors, Inc.

The proposal consisted of a fee schedule that provides the costs of various forms of abatement (discing, handwork, mowing) per acre. The proposal item/tasks costs can be used on various budgeted maintenance and projects, allowing for other divisions to utilize this contract provided there is available funding within their budget.

The first term of this agreement is for a term of three (3) years, from January 1, 2024, through December 31, 2026, with the option to renew the contract for up to two (2) additional years.

The annual cost of the contract is for a not-to-exceed amount of $200,000, with a maximum not-to-exceed amount of $1,000,000 over the five-year period. This not-to-exceed amount has been identified to allow for the use for other projects, within the city.

No additional budget appropriations will be needed as any potential funds have already been included in the budget. Once the contract is implemented, staff will issue work orders on a per job basis throughout the year. In addition, staff recommends authorizing the City Manager, or their designee, the authority to extend the contract for two (2) additional one (1) year terms, as well as authorization to add/delete acreage as vacant parcels are added or removed.

Environmental Analysis:

The City of Rocklin’s Weed Abatement and Open Space Management Grazing Program Regulations and Permit Conditions includes a Notice of Exemption (NOE) complying with California Environmental Quality Act (CEQA) requirements.

The City of Rocklin’s Environmental Coordinator has reviewed the City of Rocklin Weed Abatement Project under the previously approved Notice of Exemption for the City’s weed abatement projects, Resolution No. 2019-259 and is exempt from review under the California Environmental Quality Act (CEQA) pursuant to California Code of Regulations Section 15301.

Fiscal Impact:

There is no direct fiscal impact to approving the contracts, as sufficient funds are available in the annual budget in the General Fund, CFD 5 Fund (232) and CFD 6 Fund (233).

ATTACHMENTS:

1. Resolution A - Grazing Services

2. Project Location Map - Grazing Services

3. Bid Summary - Grazing Services

4. Resolution B - Weed and Rubbish Abatement

5. Project Location Map - Weed and Rubbish Abatement

6. Bid Summary - Weed and Rubbish Abatement
847
RESOLUTION NO. 2023-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN
AWARDING THE CONTRACT FOR 2024 GRAZING SERVICES TO BLUE TENT FARMS LLC AND

AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO EXECUTE AN AGREEMENT WITH

BLUE TENT FARMS LLC
WHEREAS, for the past 13 years, the City has contracted for grazing services as a preferred method for vegetation control in the City’s open space areas by the US Army Corp or Engineers and California Department of Fish and Wildlife; and WHEREAS, the amount of open space acreage owned and maintained by the City increased from 465 acres in 2010 to 996 acres in 2024; and WHEREAS, the invitation for bids for grazing services was advertised September 7, 2023, and September 14, 2023, with the bid opening Thursday, October 9, 2023, two bids were examined and found to be in compliance with all applicable specifications; and WHEREAS, the bids that were received were significantly higher than proposals received in previous years due to an increase in inflation, fuel costs, increase in payroll, insurance, and animal rental; and
WHEREAS, the lowest responsible bid determined to be $1,539,158.00 submitted by Blue Tent Farms LLC, pursuant to the Rocklin Municipal Code, section 3.04.050, a contingency amount of fifteen percent of the contract ($230,873.70), is automatically authorized for all public works project contracts awarded by the City Council or the City Manager, as long as adequate funds have been appropriated, bringing the total authorized project amount to $1,770,031.70; and
NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1. The contract for the 2024 Grazing Services is awarded to Blue Tent Farms LLC and the City Manager is authorized to execute the Agreement with Blue Tent Farms LLC, in substantially the form attached hereto as Exhibit “A.”
Section 2. The City Manager, or their designee, is authorized to issue change orders under the contract to increase/decrease acreage as needed, provided funding is available.

Section 3. The City Manager, or their designee, is authorized to renew the contract for two additional one-year periods, provided funding is available.

PASSED AND ADOPTED this 12th day of December 2023, by the following vote:
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AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
____________________________________
, Mayor
ATTEST:
____________________________
Haley Reid, Acting City Clerk
849

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Reso. No. 2023-

EXHIBIT A

CONSTRUCTION AGREEMENT
THIS AGREEMENT, dated for identification as of December 12, 2023, is between the CITY OF ROCKLIN, a municipal corporation, (hereinafter called "City"), and BLUE TENT FARMS LLC, a company (hereinafter called "Contractor").

The parties hereto mutually agree to the terms and condition set forth herein.

I. CONTRACT DOCUMENTS
A. The Contract Documents referred to herein are incorporated herein by reference as if set forth in full in this Agreement.

B. Work called for in any one Contract Document and not mentioned in another is to be performed and executed as if mentioned in all Contract Documents. The table of contents, titles and headings contained herein and in said documents are solely to facilitate reference to various provisions of the Contract Documents and in no way affect or limit the interpretations of the provisions to which they refer.

C. The Contract Documents shall include the Notice to Contractors, Addenda, Bid Form, Agreement, Plans, General Provisions, Special Provisions, General Requirements (Division 1), Technical Specifications (Divisions 2 through 16), Permits from other agencies as may be required by law, City of Rocklin Construction Specifications, Improvement Standards and Standard Drawings, Caltrans Standard Plans and Specifications as applicable, Standard Forms, Supplemental Drawings, all required bonds, Exhibits, the Contract Schedule, Storm Water Pollution Prevention Plan (whether prepared by the City or the Contractor) and any and all supplemental agreements amending or extending the Work contemplated and which may be required to complete the Work in an acceptable manner. Supplemental agreements are written agreements covering alterations, amendments or extensions to the Contract Documents and include Change Orders, Construction Change Directives, Field Directives, Field Orders and Supplemental Drawings.

D. The General Provisions shall mean and refer to the current General Provisions of the City of Rocklin, which are incorporated herein by this reference as if set forth herein.

II. DEFINITIONS
Unless otherwise specifically provided herein, all works and phrases defined in the General Provisions shall have the same meaning and intent in this Agreement.

III. AGREEMENT CONTROLS
In the event of a conflict between the terms and conditions as set forth in this Agreement and the terms and conditions set forth in other Contract Documents, the terms and conditions set forth in this Agreement shall prevail.

IV. SCOPE OF CONTRACT
Contractor agrees to furnish all tools, equipment, apparatus, facilities, labor and material and transportation necessary to perform and complete in a good and workman like manner to the satisfaction of City, all the work required for the Contract for the Project entitled: 2024 Grazing Services
V. CONTRACT AMOUNT AND PAYMENTS
City agrees to pay and Contractor agrees to accept, in full payment for the above work, One Million Five Hundred Thirty-Nine Thousand, One Hundred Fifty-Eight Dollars 850

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Reso. No. 2023-
($1,539,158) as the stipulated sum price which Contractor bid in its Bid Form, subject to additions and deductions by Change Order(s) as provided in the General Conditions.

IIII. PROGRESS AND FINAL PAYMENTS
Progress and final payments shall be in accordance with the General Provisions.

IVII. RETENTION OF SUMS CHARGED AGAINST CONTRACTOR
When, under the provisions of this contract, City shall charge any sum of money against Contractor, City shall deduct and retain the amount of such charge from the amount of the next succeeding progress estimate, or from any other moneys due or that may become due to the Contractor from City. If, on completion or termination of the Contract, sums due contractor are insufficient to pay City's charges against him, City shall have the right to recover the balance from Contractor or his sureties.

VII. TIME OF COMPLETION
A. The entire Work shall be brought to completion in the manner and within the time period provided for in the Contract Documents, commencing on the date of issuance of the Notice to Proceed.

B. Failure to complete the Work by the completion date and in the manner provided for by the Contract Documents shall subject Contractor to liquidated damages as hereinafter provided in this Agreement. Time is of the essence in these Contract Documents.

IX. INSURANCE
Contractor shall maintain in full force and effect at all times during the term of the Agreement, at its sole expense, policies of insurance in accordance with the General Provisions.

X. NO WAIVER OF REMEDIES
A. Neither the inspection by City or its agents, nor any order or certificate for the payment of money, nor any payment for, nor acceptance of the whole or any part of the Work by City, nor any extensions of time, nor any position taken by City or its agents shall operate as a waiver of any provision of this Agreement or of any power herein reserved to City or any right to damages herein provided, nor shall any waiver of any breach of the Agreement be held to be a waiver of any other or subsequent breach.

B. All remedies provided in this Agreement shall be taken and construed as cumulative; that is, in addition to each and every other remedy herein provided, and City shall have any and all equitable and legal remedies which it would in any case have.

XI. DETERMINATION OF DAMAGES
A. The actual fact of the occurrences of damages and the actual amount of the damages which City would suffer if the Work were not completed within the specified times set forth are dependent upon many circumstances and conditions which could prevail in various combinations, and, from the nature of the case, it is impracticable and extremely difficult to fix the actual damages.

B. Damages which City would suffer in the event of delay include loss of the use of the Project, and, in addition, expenses of prolonged employment of an architectural and engineering staff; costs of administration, inspection, and supervision; and the loss suffered by the public within the City of Rocklin by reasons of the delay in the completion of the Project to serve the public at the earliest possible time.

C. Accordingly, the parties hereto agree, and by execution of this Agreement, Contractor acknowledges that it understands, has ascertained and agrees, that the amounts set forth herein as liquidated damages shall be presumed to be that amount of damages sustained by the failure of Contractor to complete the entire work within the times specified.
851

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Reso. No. 2023-
XII.LIQUIDATED DAMAGES
A. The amount of the liquidated damages to be paid by Contractor to City for failure to complete the entire work in the specified number of Working or Calendar Days (as extended, if applicable) will be Five Hundred Dollars ($500.00) for each Calendar day, continuing to the time at which the Work is completed.

B. Such amount is the actual cash value agreed upon as the loss to City resulting from Contractor's delay.

VIIII. TERMINATION AFTER ALLOTTED WORKING OR CALENDAR DAYS A. In addition to any rights it may have, City may terminate this Contract or the Contractor’s right to proceed at any time after the allotted number of Working or Calendar Days as adjusted by any extensions of time for excusable delays that may have been granted.

B. Upon such termination Contractor any compensation shall be in accordance with Section

5.23 of the General Provisions, and it shall be liable to City for liquidated damages for all periods of time beyond such termination date until the Work is completed.

XIV. CONTRACTOR BANKRUPT
A. If Contractor should commence any proceeding under the Bankruptcy Act, or if contractor be adjudged a bankrupt, or if Contractor should make any assignment for the benefit of creditors, or if a receiver should be appointed on account of Contractor's insolvency, then the City Council may, without prejudice to any other right or remedy, terminate the Contract and complete the work by giving notice to Contractor and his surety according to the provisions of Article 5 of the General Provisions.

B. City shall have the right to complete, or cause completion of the work, all as specified in the General Provisions of the General Provisions.

XV.PERFORMANCE AND PAYMENT BONDS
A. The Contractor shall, before beginning said work, file two bonds with the City, each made payable to the City. These bonds shall be issued by a Surety Company authorized to do business in the State of California, and shall be maintained during the entire life of the Contract at the expense of the Contractor.

1. One bond shall be in the amount of one hundred percent (100%) of the Contract and shall guarantee the Faithful Performance of the Contract.

2. The second bond shall be the Payment Bond required by Part 4, Title 15, Chapter 7, Division Three of the Civil Code of the State of California and shall be in the amount of one hundred percent (100%) of the Contract.

B. Any alteration or alterations made in any provision of this Contract shall not operate to release any surety from liability on any bond required hereunder and the consent to make such alterations is hereby given, and any surety on said bonds hereby waives the provisions of Section 2819 of the Civil Code.

C. Bonds shall only be accepted from an “Admitted surety insurer”, which means an insurer to which the Insurance Commissioner has issued a certificate of authority to transact surety insurance in this state. Contractor must submit all of the following with the bonds:
 The original, or a certified copy, of the unrevoked appointment, power of attorney, bylaws or other instrument entitling or authorizing the person who executed the bond to do so.

XVI. SUBSTITUTION OF SECURITIES OF MONEY WITHHELD
A. At any time prior to final payment, Contractor may request substitution of securities for any money withheld by the City to ensure performance of the Contract. 852

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Reso. No. 2023-
B. At the expense of the Contractor, securities equivalent to the money withheld may be deposited with the City or with an approved financial institution as escrow agent according to a separate Security Agreement.

C. Securities eligible for substitution shall include those listed in Section 16430 of the Government Code or bank or savings and loan certificates of deposit. A fee set by the City Council shall be charged for such substitution.

XVII. LABOR CODE COMPLIANCE
A. City affirmatively identifies this project as a “public work” as that term is defined by Labor Code section 1720, and the project is, therefore, subject to prevailing wages under Labor Code section 1771.

B. Contractor and its subcontractors shall fully comply with all the provisions of the California Labor Code governing the performance of public works contracts including, but not limited to, payment of prevailing wages, limitations on time worked, compliance with apprentice requirements, maintenance of payroll records, posting of wages at job site and prohibitions against discrimination.

XVIII. UNFAIR COMPETITION
A. The following provision is included in this agreement pursuant to California Public Contract Code §7103.5.
"In entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, the contractor or subcontractor offers and agrees to assigning to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body tenders final payment to the contractor, without further acknowledgment by the parties."
XIX. ASSIGNMENT
Neither this Agreement nor any rights herein of Contractor shall be assigned without the written consent of City first obtained.

XIX. NO THIRD PARTY BENEFICIARIES
This Agreement is entered into solely between the City and Contractor. There are no third party beneficiaries, intended, unintended, or otherwise to this Agreement. /////SIGNATURE PAGE FOLLOWS/////
853

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Reso. No. 2023-
IN WITNESS WHEREOF, the parties hereto have signed the Agreement on the date set forth opposite their names.

CONTRACTOR: (California Corporations: must be signed by company’s CEO, President, or Vice President
as well as the Secretary or CFO.)
Date Tax I.D. Number
Signature Signature
Richard Stutz Print Name
CEO Title
CITY OF ROCKLIN, A Municipal Corporation:

Aly Zimmermann, City Manager
APPROVED AS TO FORM:

Daniel Cucchi, Interim City Attorney
ATTEST:

Haley Reid, Acting City Clerk
854

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Reso. No. 2023-
CERTIFICATE OF ACKNOWLEDGMENT pursuant to Civil Code, Section 1189, must be provided for Contractor’s signature.

NOTARY TO ATTACH CURRENT ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
855
856
857
RESOLUTION NO. 2023-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN
AWARDING THE CONTRACT FOR CITY OF ROCKLIN 2024 WEED AND RUBBISH ABATEMENT TO NORTHERN STATE CONTRACTORS, INC. AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH NORTHERN STATE CONTRACTORS, INC.

WHEREAS, the City of Rocklin 2024 Weed and Rubbish Abatement Project provides for abatement of weed and rubbish in open space areas and vacant parcels in the City as a means of preventative maintenance to reduce the threat of fire; and WHEREAS, The City issued a Request for Proposal for the City’s 2024 Weed and Rubbish Abatement Project on October 5, 2023, and October 12, 2023, with a proposal submittal date of November 15, 2023; and
WHEREAS, the lowest responsible bid was submitted by Northern State Contractors, Inc., with a contract amount of $259,500 for the three (3) year contract term, and is based on a price for service per acre; and
WHEREAS, the contract of weed and rubbish abatement services will have a three (3) year term with the option to renew for two (2) additional years, with a maximum not to exceed amount of $1,000,000; and
WHEREAS, there is no additional fiscal impact as the departments using services under this contract will use previously approved budgeted amounts to cover associated costs with this contract.

NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1. The contract for the 2024 Weed and Rubbish Abatement is awarded to Northern State Contractors, Inc. and the City Manager is authorized to execute the Agreement with Northern State Contractors, Inc. in substantially the form attached hereto as Exhibit “A.” Section 2. The City Manager or their Designee is authorized to issue change orders under the contract to increase/decrease acreage as needed, provided funding is available.

Section 3. The City Manager, or their Designee, is authorized to renew the contract for two (2) additional one (1) year periods, with a maximum not to exceed amount of $1,000,000 for the entire term of the contract.
858
PASSED AND ADOPTED this 12th day of December, 2023, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
____________________________________
, Mayor
ATTEST:
____________________________
Haley Reid, Acting City Clerk
859

EXHIBIT A

CONTRACT FOR SERVICES
THIS CONTRACT is made on December 12, 2024, by and between the CITY OF ROCKLIN a municipal corporation (“City”), and
Northern State Contractors, Inc.
1525 Fulton Ave.

Sacramento, CA 95825
916-936-5124/[email protected]
“Contractor” who mutually agree as follows:

1. SCOPE OF WORK
Subject to the terms and conditions set forth in this agreement, Contractor shall provide to the City the services described in the Scope of Work, Exhibit A. Contractor shall provide the services at the time, place and in the manner specified in Exhibits A and/or B. Contractor shall not be compensated for services outside the scope of Exhibit A unless prior to the commencement of the services: (a) Contractor notifies the City and City agrees the services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these additional services; and (c) City after notice, approves in writing a supplemental agreement specifying the additional services and the amount of compensation therefore. City shall have no obligation whatsoever under this agreement or any supplemental agreement, unless and until the agreement or supplemental agreement is approved by the City Manager, the City Manager’s authorized designee, or by the Rocklin City Council, as required by the Rocklin Municipal Code or other local law or policy.

2. COMPENSATION
A. The City shall pay Contractor for the services rendered pursuant to this agreement at the times and in the manner set forth in the Scope of Services, Exhibit A, the Schedule for Performance, Exhibit B, and in accordance with the Schedule of Fees in Exhibit C, but in no event shall the total compensation exceed the total sum of One Million Dollars ($1,000,000). The payments specified in Exhibits A and/or B shall be the only payments to be made to Contractor for the services rendered pursuant to this Agreement unless pursuant to Section 1, above, City approves additional compensation for additional services.

B. Contractor shall furnish City with invoices for all expenses as well as for all materials authorized by this Contract. The invoices shall be submitted with monthly billings.

Reimbursable expenses shall be limited to actual expenditures of Contractor for expenses that are necessary for the proper completion of the services and shall only be payable if specifically authorized in advance by City.

C. Contractor shall submit all billings/invoices for services to City in the manner specified in the Contract Documents. Contractor’s fees shall be as specified in the Contract Documents. All invoices submitted by Contractor shall contain the following information:
(1) Job/project name or description;
860
(2) City’s current purchase order and/or work order number (if applicable); (3) Contractor’s invoice number;
(4) Date of invoice issuance;
(5) Description of services billed under invoice, including the description of tasks performed and the corresponding rate charged for the completion of that task; (6) Amount of invoice, itemizing all authorized reimbursable expenses; and (7) Total billed to date under agreement.

D. City shall make payment to Contractor net 30 days from receipt of an acceptable invoice. If Contractor’s performance is not in conformity with the Scope of Work, Exhibit A, or the Schedule of Performance, Exhibit B, or the provisions set forth above, payments may be delayed or denied, unless the Contractor’s failure to perform is a documented result of the City’s failure to conform with the Schedule of Performance, or if the Schedule of Performance is extended pursuant to Section 4. City shall not be responsible for delays in payment to Contractor resulting from Contractor’s failure to comply with the invoice format described above, or as set forth in the Schedule of Performance.

E. During performance of the agreement and for a period of three (3) years after completing all services, Contractor shall maintain all accounting and financial records related to this Agreement, including but not limited to records of Contractor’s costs for all services performed under this agreement and records of Contractor’s reimbursable expenses, in accordance with generally accepted accounting practices, and shall keep and make the records available for inspection and audit by representatives of the City upon reasonable written notice.

F. Contractor shall pay when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide City with proof of payment upon request. Contractor hereby agrees to indemnify City for any claims, losses, costs, fees, liabilities, damages or injuries suffered by City arising out of Contractor’s breach of this section.

3. FACILITIES AND EQUIPMENT
Contractor shall at its sole cost and expense, furnish all facilities and equipment that may be required for Contractor to perform services pursuant to this agreement. City shall furnish to Contractor, only the facilities and equipment listed in Contract Documents (if any) according to any terms and conditions set forth in Exhibit A.

4. TERM OF CONTRACT
A. This agreement shall become effective on the date that it is approved by both parties, set forth on the first page of the agreement and shall continue in effect until both parties have fully performed their respective obligations under this agreement, unless sooner terminated as provided herein.

B. The services of Contractor are to commence upon receipt of written notice to proceed from the City, and shall be undertaken and completed in accordance with the Schedule of Performance attached hereto and incorporated herein by this reference as Exhibit B.

C. The City Manager or his or her designee may, by written instrument signed by the Parties, extend the duration of this Contract for a period of one (1) year, up to an additional two (2) years, in the manner provided in Section 7.
861

5. SUSPENSION/TERMINATION:

A. City shall have the right at any time to temporarily suspend Contractor’s performance hereunder, in whole or in part, by giving written notice of suspension to Contractor. If City gives such notice, Contractor shall immediately suspend its activities under this agreement.

B. This Contract may be terminated by either party, provided that the other party is given not less than 60 calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. If the agreement is terminated by the City:
i. Contractor shall immediately cease rendering services pursuant to this agreement;
ii. Contractor shall, not later than five days after such notice of termination, deliver to City copies of all information prepared pursuant to this agreement; iii. City shall pay Contractor the reasonable value of services rendered by Contractor prior to termination; provided however, City shall not in any manner be liable for lost profits that might have been made by Contractor had the agreement not been terminated or had Contractor completed the services required by this agreement. Contractor shall furnish to City such financial information as in the judgment of the City is necessary for City to determine the reasonable value of the services rendered by Contractor. The foregoing is cumulative and does not affect any right or remedy that city may have in law or equity.

C. Notwithstanding any provisions of this Contract, Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Contractor, and the City may withhold any payments due to Contractor until such time as the exact amount of damages, if any, due the City from Contractor is determined.

6. INDEPENDENT CONTRACTOR
Contractor enters into this Contract as an independent contractor and not as an employee or agent of the City. Contractor shall have no power or authority by this Contract to act on behalf of City in any capacity whatsoever as an agent, or to bind the City in any respect or to any obligations whatsoever. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Contractor are employees, agents, contractors or subcontractors of the Contractor and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Contractor by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this agreement.

7. AMENDMENTS, CHANGES OR MODIFICATIONS
Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto.

8. EXTENSIONS OF TIME
Contractor may, for good cause, request extensions of time to perform the services required hereunder. Such extensions shall be authorized in advance by the City in writing and 862
shall be incorporated in written amendments to this Contract or the attached Work Program in the manner provided in Section 7.

9. PROPERTY OF CITY
It is mutually agreed that all materials prepared by the Contractor under this Contract shall become the property of the City, and the Contractor shall have no property right therein whatsoever. Immediately upon termination, the City shall be entitled to, and the Contractor shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials as may have been prepared or accumulated to date by the Contractor in performing this Contract which is not Contractor’s privileged information, as defined by law, or Contractor’s personnel information, along with all other property belonging exclusively to the City which is in the Contractor’s possession.

10. COMPLIANCE WITH ALL LAWS:

Contractor shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, all applicable laws, ordinances, and codes of federal, State and local governments, which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract.

For all leases and purchases of materials, equipment, supplies or other tangible personal property used to perform the agreement and shipped from outside California, the Contractor and any subcontractors leasing or purchasing such materials, equipment, supplies or other tangible personal property shall obtain a Use Tax Direct Payment Permit or Seller’s Permit from the California State Board of Equalization, in accordance with the applicable SBE criteria and requirements. This provision applies in all instances unless prohibited by the funding source for the agreement.

FOR WORK SUBJECT TO PREVAILING WAGES, The work contemplated under this Contract is a public work for the purposes of Labor Code section 1720, and is subject to the payment of prevailing wages. Accordingly, Contractor shall comply with the provisions of Exhibit "E".

11. WARRANTIES AND RESPONSIBILITIES - CONTRACTOR
A. Contractor agrees and represents that it is qualified to properly provide the services set forth in the Contract Documents in a manner which is consistent with the generally accepted standards of Contractor’s profession.

B. Contractor is duly licensed, qualified and experienced to perform the services set forth in the Contract Documents. Contractor represents and warrants that Contractor has all licenses, permits, qualifications and approvals of whatsoever nature that are legally required for Contractor to practice its profession or provide any services under this agreement. Contractor represents and warrants that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this agreement, any licenses, permits and approvals that are legally required for Contractor to practice its profession or provide such services. If Contractor is an out of state corporation, Contractor further warrants and represents that it 863
possesses a valid certification of qualification to transact business in the State of California issued by the California Secretary of State.

C. Contractor shall perform all services required pursuant to this agreement in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California. Contractor shall devote such time and effort to the performance of services pursuant to this agreement as is necessary for the satisfactory and timely performance of Contractor’s obligations under this agreement. Neither party shall be considered in default of this agreement to the extent that party’s performance is prevented or delayed by any cause that is beyond the reasonable control of that party.

D. All products of whatsoever nature that Contractor delivers to City pursuant to this Agreement shall be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor’s profession, and shall be provided in accordance with any scope of services or schedule of performance specified in the Contract Documents.

1. Contractor shall assign only competent personnel to perform services pursuant to this agreement. Contractor shall designate a project manager who at all times shall represent the Contractor before the City on all matters relating to this Contract. The project manager shall continue in such capacity unless and until he or she is removed at the request of the City, is no longer employed by Contractor, or is replaced with the written approval of the City, which approval shall not be unreasonably withheld. Contractor shall notify City in writing, of any other changes in Contractor’s staff assigned to perform the services required under this agreement, prior to any such performance. In the event the City desires the removal of any person assigned by Contractor to perform services pursuant to this agreement, because the City in its sole discretion, determines that such person is not performing in accordance with the standards required herein, Contractor shall remove such person immediately upon receiving notice from the City of the desire for the removal of such person.

2. Contractor agrees and represents that the work performed under this Contract shall be in accordance with applicable federal, State and local law.

3. Contractor shall provide corrective services without charge to the City for services which fail to meet the above professional and legal standards and which are reported to Contractor in as identified in Exhibit A.

12. ASSIGNABILITY
Contractor shall not assign or transfer any interest in this Contract whether by assignment or novation, without the prior written consent of the City. The City has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Contractor under this agreement. However, claims for money due or to become due Contractor from the City under this Contract may be assigned to a financial institution, or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City. 864

13. INTEREST IN CONTRACT
Contractor covenants that neither it, nor any of its employees, agents, contractors, or subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Contract, nor any other interest which would conflict in any manner or degree with the performance of its services hereunder. Contractor shall make all disclosures required by the City’s conflict of interest code in accordance with the category designated by the City, unless the City Manager determines in writing that Contractor’s duties are more limited in scope than is warranted by the category designated by the City code and that a narrower disclosure category should apply. Contractor also agrees to make disclosure in compliance with the City conflict of interest code if, at any time after the execution of this Contract, City determines and notifies Contractor in writing that Contractor’s duties under this Contract warrant greater disclosure by Contractor than was originally contemplated. Contractor shall make disclosures in the time, place and manner set forth in the conflict-of-interest code and as directed by the City.

14. LIABILITY OF CONTRACTOR-NEGLIGENCE
Contractor shall be responsible for performing the work under this Contract in a manner which is consistent with the generally-accepted standards of the Contractor’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Contractor or its employees, agents, contractors or subcontractors.

15. INDEMNITY AND LITIGATION COSTS
Contractor shall indemnify, defend, and hold harmless the City, its officers, officials, agents, and employees against all claims, damages, demands, liability, costs, losses and expenses, including without limitation court costs and reasonable attorneys’ fees, arising from Contractor's negligent acts or negligent failure to act, errors, omissions or willful misconduct incident to the performance of this Contract except such loss or damage caused by the active negligence, sole negligence, or willful misconduct of the City. The provisions of this paragraph shall survive termination or suspension of this Contract.

16. CONTRACTOR TO PROVIDE INSURANCE
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.

A. Minimum Scope and limit of Insurance

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 865

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

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

B. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

2. Primary Coverage . For any claims related to this contract, the Contractor’s insurance coverage shall be primary with coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, or volunteers, and shall be excess of the Contractor’s insurance and shall not contribute to it.

3. Notice of Cancellation. Each insurance policy required above shall not be canceled, except with notice to the City.

4. Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

5. Self-Insured Retentions . Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

6. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
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7. Claims Made Policies. If any of the required policies provide coverage on a claims’ made basis:
a.i.1.a.i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
a.i.1.a.ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
a.i.1.a.iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

8. Verification of Coverage . Contractor shall furnish the City with original Certificate of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

9. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

17. GENERAL/MISCELLANEOUS PROVISIONS:

A. Contract Documents. This agreement and its exhibits shall be known as the “Contract Documents.” Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of conflict between terms contained in these Contract Documents, the more specific term shall control. If any portion of the Contract Documents shall be in conflict with any other portion, provisions contained in the Contract shall govern over conflicting provisions contained in the exhibits to the Contract. In the event of any conflict between the terms or conditions of this written agreement and any terms or conditions of any document prepared or provided by Contractor and made a part of this agreement, including without limitation any document relating to the scope of services or payment therefor, the written terms of this document shall control over those terms or conditions.

B. Non-Discrimination in Employment and Equal Employment Opportunity .

Contractor shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, color, ancestry, national origin, religious creed, sex (including pregnancy, childbirth 867
breastfeeding or related medical condition), sexual orientation, gender, gender identity, gender expression and age (over 40), disability (mental and physical), medical condition, marital status, citizenship, and military and veteran status.

C. Inspection of Records . Contractor shall maintain and make available for inspection by the City and its auditors accurate records of all of its costs, disbursements and receipts with respect to any work under this Contract. Such inspections may be made during regular office hours at any time until six (6) months after the final payments under this Contract are made to the Contractor.

D. Entire Agreement. This Contract constitutes the entire agreement between the parties relative to the services specified herein and supersedes whatever oral or written understanding they may have had prior to the execution of this agreement. No alteration or modification of this agreement shall be valid or effective unless and until such modification is evidenced by a writing signed by both parties to this Contract, by persons authorized to act on behalf of the parties. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in the writing.

E. Severability. If any portion of this agreement or the application thereof to any person or circumstance shall be held invalid or unenforceable, the remainder of this agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

F. Waiver. Neither City’s acceptance of, or payment for, any service performed by Contractor, nor any waiver by either party of any default, breach, or condition precedent, shall be construed as a waiver of any provision of this agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder.

G. Notice. All notices that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties at the following addresses:

City: City of Rocklin Corporation Yard
4081 Alvis Court
Rocklin, CA 95677

Copy to: City Attorney
City of Rocklin
3970 Rocklin Road
Rocklin, CA 95677
Email: [email protected]

Contractor: Northern State Contractors, Inc.
1525 Fulton Ave.

Sacramento, CA 95825

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H. Enforcement of Agreement. This Contract shall be interpreted, governed and enforced in accordance with the laws of the State of California. Venue of any action arising out of this Contract shall be brought and maintained in Placer County California, regardless of where else venue may lie. The parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such court, and consent to service of process issued by such courts.

I. Attorney’s Fees. In any action brought by either party to enforce the terms of this Contract, each party shall bear responsibility for its attorney’s fees and all costs regardless of whether one party is determined to be the prevailing party.

J. Power and Authority to Enter into Agreement . All parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles, and capacities herein stated and on behalf of any entities, persons, or firms represented or purported to be represented by such entity(ies), person(s), or firm(s) and that all formal requirements necessary or required by any state and/or federal law in order to enter into this Agreement have been fully complied with. Furthermore, by entering into this Agreement, Contractor hereby warrants that it shall not have breached the terms or conditions of any other contract or Agreement to which Contractor is obligated, which breach would have a material effect hereon.

K. Exhibits. All exhibits referred to herein and attached hereto, are by this reference incorporated as if set forth fully herein.

CITY OF ROCKLIN
By: __________________________
Aly Zimmermann, City Manager
ATTEST:

By: _______________________
Haley Reid, Acting City Clerk
APPROVED AS TO FORM:

By: _______________________
Daniel Cucchi, Interim City Attorney
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CONTRACTOR
By: _________________________
Miki Smith, CEO
By: _________________________
Tyler Sparks, CFO
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EXHIBIT A
Contractor Proposal/Scope of Work
PART 1 - SUMMARY OF WORK
The City of Rocklin has prepared Performance Specifications for the weed & rubbish abatement in the City of Rocklin. This specification provides minimum “performance specifications.” All materials and equipment used on this project shall conform, at a minimum, to these performance specifications.

1. Contractor shall furnish all labor, materials, tools, equipment, and incidentals to complete all work involved in executing the contract in a satisfactory manner.

2. All drawings included in this specification are not to scale. If the contractor finds an error in the survey, map, measures or layouts it is the Contractor’s responsibility to bring it to the City’s attention prior to any work being performed.

3. Contractor shall exercise proper precautions to verify figures and dimensions and shall be held responsible for any error resulting from failure to exercise such precautions.

4. The Contractor shall assume full responsibility for protection and safekeeping of properties while performing all work under this contract.

5. Contractor shall be trained and experienced in the skills required and must be completely familiar with the equipment and their uses.

6. Contractor shall be responsible for the coordination of all crews and equipment operations on the job site.

7. Contractor shall be responsible for providing and maintaining all equipment immediately required fulfilling the term of this contract.

8. The codes adopted by the City, County, State, and Federal agencies shall govern minimum requirements for this project: where codes conflict with the Specifications, the more stringent shall apply and be brought to the immediate attention of the Project Manager. In absence of specific requirements in the contract documents, the applicable codes shall govern.

9. All Contractor’s State license fees and business licenses are the sole responsibility of Contractor.

10. Contractor shall possess a valid California license for the size, classification and the type of work to be performed by that Contractor.

11. Debris dropped in the immediate areas, service access ways, or streets due to work under this Contract shall be promptly cleaned up by the Contractor to the satisfaction of the City of Rocklin.
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12. Follow construction procedures necessary to provide a safe working condition through all phases of the project. Said procedures shall conform to the Safety Order, Division of Industrial Safety, Title 8, California Administrative Code.

13. Conform to all applicable requirements of the Federal Occupational Safety and Health Administration.

14. Contractor is solely responsible for outlining the job safety procedures to be followed by the workers, all subcontractors, and related trades workers working on this job. Contractor will always provide for the safety of the public both day and night where they are exposed to this construction operation.

15. Contractor and City of Rocklin shall have a pre-construction conference and intermittent conferences as needed.

16. Contractor must have a Smart device and the ability to use the City’s collector app to track progress. The City will provide training to Contractor and staff.

17. Contractor shall be required to comply with the State of California’s Cal OSHA’s regulations. Section 3203 of Title 8 in the California Code of Regulations requires all California employers to have a written, effective injury and illness Prevention Program (IIPP) that addresses hazards pertaining to the particular workplace covered by the program.

PART 2 – GENERAL CONDITIONS

2.01 SUMMARY
A. It is the intention and purpose of this specification to establish “Standards for Maintenance of Vacant Parcels”, and to establish minimum equipment and staffing levels required by the contractor to perform weed abatement services. Work must be performed in a timely manner; the majority of the work will be seasonal and critical for timely fire protection.

1. Contractor will be provided a high priority list that must be complete by July1st.

2. The lower priority list must be complete by August 1 st.

B. Bid pricing will be estimated by unit as determined by acre coverage, and rate for hand clearing, flail mowing, and blade/tractor/discing work. Based on historical weed abatement, following is an example of approximate workload (these numbers may vary +/-):

1. Hand Work:40 acres

2. Discing: 20 acres

3. Mowing:30 acres

2.02 EXISTING CONDITIONS
Contractor shall meet with the City Inspector prior to starting work to determine the accuracy of the properties to be cleared, if abatement work has been or is being performed on the property the contractor should not begin work and should contact the City Inspector. 872

2.03 JOB CONDITIONS
No work shall be performed when conditions are deemed unsafe such as during periods of extreme heat. If the City Inspector or Project Manager deems any condition unsafe the contractor will immediately stop all work. The City at no time shall incur any costs for requiring work to be stopped.

2.04 SCHEDULING
A. The contractor shall coordinate all operations with the City Inspector. The City will provide the contractor with a detailed list of priority sites to be cleared. All parcels on the high priority list must be cleared by July 1st. Parcels on the lower priority list must be done by August 1st. If the contractor fails to perform within these deadlines or City authorized extension, it may result in a reduction of payment as follows:

1. A 5% retention will be held from each monthly billing. Once all parcels have been completed on time, per the priority list, the retention will be released with the final billing.

B. Contractor must coordinate with City Inspector to minimize noise, dust, and any other nuisances that may affect adjacent neighbors.

2.05 EXAMINATION OF PLAN, CONDITIONS
The Bidder must make a careful examination and fully inform himself or herself as to the character of work required, distance from his or her headquarters, and the geographical terrain in the area where the work is being proposed. The City will in no case be responsible for any loss or any unanticipated cost that may be suffered by the Contractor as a result of the Contractor’s failure to fully inform himself or herself in regard to all conditions pertaining to the work.

2.06 SEASONALITY OF WORKLOAD
It is unlikely that the work will be spread out evenly over the contract period. In many cases, there is a heavy seasonal peak in the workload. The Bidder must consider the time frame when equipment or human resources must be available to do the work. The ability of a Bidder to provide equipment or human resources during a seasonal workload peak is required.

2.07 LAWS AND POLICIES TO BE OBSERVED
A. The Contractor shall keep himself or herself fully informed of all existing federal, state, county, or local laws, regulations and municipal ordinances, including the Vehicle Code, which may in any manner affect the work or which may in any way affect the conduct of the work, and of all such orders and decrees of bodies, or tribunal having any jurisdiction or authority over the same. Contractors are responsible for obtaining permits or licenses from city or county authorities including when weight or width requirements are exceeded on streets, roads, highways, etc.

B. The Contractor shall at all times, himself or herself, observe and comply with, and shall cause all his or her agents and employees to observe and comply with all such existing and future safety requirements, laws, ordinances, regulations, orders, and 873
decrees; and shall protect, indemnify and hold harmless the City and all of its officers, agents, or servants against any claim or liability arising from or based upon the violation of any such law, ordinance, regulation, order, or decree, whether by himself or herself or his or her employees.

C. Contactor shall at all times enforce strict discipline and good order among his or her employees and shall not employ or work unfit persons or anyone not skilled in the operation of equipment and work assigned.

D. Any person in the employ of the Contractor, whom the Department may deem incompetent or unfit, shall be dismissed from work, and shall not again be employed for Department work except with written consent from the Department.

E. Contractor will need to provide photos of required equipment, to be included in bid packet

2.08 REMOVAL OF WEEDS
A. Weed growth shall be removed as close to fences, hedges, trees, and structures as is practical to work equipment without causing damage to said fences, hedges, trees, and structures.

B. Abatement activities shall be performed in such a manner that inconvenience to adjacent residents shall be minimized.

C. Dust shall be kept to a minimum whenever possible. If the Contractor is not able to adequately control the dust conditions, the City Inspector may terminate the abatement activity. All work must meet air quality standards.

D. Upon mutual agreement of the Contractor and the Inspector, a Contractor may be asked to work his or her equipment on a lot other than that designated in the contract award. The Contractor will be compensated at the contracted acre price or on an hourly rate whichever the City inspector selects. If the City feels that these rates are not in the best interest of the City, it may set a rate which is mutually agreed upon between the City and the Contractor.

E. All assignments shall be completed by the date specified. Starting dates may be changed at the discretion of the Inspector. Adequate deadline allowances will be made for postponements. Ten (10) days’ notice shall be given by the Inspector of any change in dates. Satisfactory quantity and/or quality of work will be the judgment of the Project Manager.
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2.09 CARE OF PROPERTY
The Contractor shall take reasonable precautions to not disturb temporary and/or permanent property (i.e. survey stakes, signs, sign posts, gates and fencing) while performing the abatement activities. Care shall be taken to avoid damage to public and private roadways, driveways, sidewalks and curbing. Fences, gates, etc., removed by the Contractor to gain access to a property shall be returned to the same condition as originally found.

2.10 DAMAGE
A. All damage to public or private property arising from a contractor clearing operation shall be the responsibility of the Contractor.

B. It shall be the responsibility of the Contractor to investigate all damage complaints and make satisfactory settlement in those cases where actual damage has occurred.

C. The procedure for handling damage complaints shall be as follows:

1. If the Contractor fails to take corrective action on a damage complaint within 30 days, the City will directly contact the insurance carrier of the Contractor involved, and seek compensation.

2. If the damage complaint goes unresolved for more than 60 days the City may use the Surety bond to settle such claims.

3. Failure to resolve property owners claims as herein described may result in contract termination and disqualification from future bidding.

2.11 PAYMENT
A. Invoicing will be due on a monthly basis by the end of the month.

B. The City will pay Contractors within thirty (30) days of receipt of invoice based on the acre zone and or labor time report.

C. If any discrepancies exist between the invoice and the City’s records, the determination of the City’s will be final.

D. For all acre contracts, the job reports shall be prepared by the Inspector in advance of the work and turned over to the Contractor along with copies of the Assessor map books or other work reports. The Contractor uses the report as a work list and is to complete all necessary clearance returning completed reports and map books including photos to the Inspector.

E. The Inspector will verify the reported parcel clearances and return one copy of the job report to the Contractor. It will be the responsibility of the Contractor to furnish such supervision as is necessary to complete the paperwork and the scheduled field operations.

F. Should a controversy arise as to the reported number of parcels, the amount of work done, or the size of the parcels cleared by the Contractor, the Project Manager shall investigate any discrepancies and make the final determination. 875

2.12 WORK SCHEDULE
A. The City reserves the right to cancel or terminate any or all contracts in any zone anytime due to lack of work.

2.2 GENERAL SPECIFICATION SPECIFIC TO WEED AND BRUSH HANDWORK

2.2.1 PROPERTY TO BE CLEARED
A. Weeds and/or rubbish existing upon or in front of said parcels, unless they have been removed or partially removed by the property owner prior to the arrival of the contractor, shall be cleared using the hourly labor rate according to instructions and/or maps provided by the City.

B. Additional details on the properties or areas where the contractor may be asked to perform work will be provided in the detailed weed abatement spreadsheet. The spreadsheet will be made available after the City conducts lot inspections. If a contractor has questions about exactly where he or she is being asked to perform work, the Contractor should not proceed and seek clarification from the City Inspector.

C. Contractor will not be compensated for work done beyond what was assigned by the City.

2.2.2 VEHICLES AND MINIMUM EQUIPMENT FOR HANDWORK
A. Contractor shall provide power and hand tools of sufficient quantity and quality to handle the job, Examples of such hand tools are chainsaws, trimmer/brush cutters, and various hand tools. Unless otherwise specified in the handwork contracts section, the following equipment minimums apply:

1. Weed contracts:
 Two (2) commercial chainsaws
 Ten (10) commercial weed eaters

2. Contractor shall provide and assure usage of appropriate safety equipment as required by the State of California Division of Occupational Safety and Health (Cal/OSHA) for all hand crews, (i.e. hearing protection, helmets, boots, gloves, goggles, chaps, shin guards).

2.2.3 PROPERTIES CLEARED BY THEIR OWNERS
Upon arrival of the Contractor hand crew, if the parcel is found to be in any stage of clearance or re-growth, the Contractor shall not do any work until approved by the Inspector. The contractor should mark “partial clearance” on his or her work sheet not CBO (cleared by owner symbol).
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2.2.4 PHOTOGRAPHIC DOCUMENTATION
A. Contractor shall provide a minimum of three (3) photos and no more than 10 ( ten) photos per parcel and or area to indicate

1. Condition prior to clearance.

2. After the clearing operation has been completed.

B. Contractor shall indicate the parcel number or address, and the date on the photo. After photos shall be taken from the same location as the before photo, with a reference landmark (structure preferred) and all photos must show the condition of the entire parcel if possible; if not, more photos may be required.

C. Photos shall be provided through the City of Rocklin's Collector App.

D. Failure to provide adequate photographic documentation may result in delays or denial of payment, and negative performance evaluations.

2.2.5 WEED AND BRUSH HANDWORK
A. Description of Work
“Weeds” when used in this context means plant growth comprised of annual weeds.

This contract covers work on land that has weed, brush or a combination of weeds and brush in varying percentages. This may also include the removal of limbs, brush piles, trash and debris. Work is to be performed in accordance with the “Standard for Maintenance of Vacant Parcels”.

B. What to Expect
Level lots, steep terrain and limited access may be encountered. Job sites may not be contiguous and are within close proximity to each other. In most cases, work will be performed without direct supervision from City personnel. Expect the majority of jobs to be all weeds and others to be both weeds and brush with brush being small percentages. Contractors may find that some of the assigned work may already have been done by property owners.

C. Time Period
Work can be requested at any time during the year but expect heavy requests for work during the period of May 15 th through August 31st. High priority areas identified by the City must be complete by July 1st.

D. Bid Pricing for Weed and Brush Handwork
Interested bidders will be submitting prices for handwork by “acre price”.

Acre pricing: will be determined by an acre rate provided by the contractor to do required handwork.

2.3 GENERAL SPECIFICATIONS SPECIFIC FOR TRACTOR DISCING

2.3.1 GENERAL EQUIPMENT SPECIFICATIONS
A. All tractors and power equipment with internal combustion engines must be equipped with a United States Forest Service approved type spark arrestor. 877
B. A fire extinguisher shall be required on each tractor. It must be Underwriters Laboratory approved, 10-pound, dry chemical, all-purpose ABC type to be mounted on each tractor, ready and available for use at all times. Fire extinguishers shall display current inspection tag throughout the term of the contract.

C. All trucks and trailers used for transportation of equipment must comply with Department of Transportation and State Public Utilities Commission Regulations.

D. Contractor shall provide at the job site, the necessary tools, spare parts, and equipment to allow the operator to make minor repairs and to keep contracted equipment operating and serviceable throughout the day.

2.3.2 EQUIPMENT OPERATORS, MAINTENANCE AND FIELD OPERATIONS A. Contractor shall furnish a qualified and cooperative operator for all items of equipment including ability to load and unload equipment from the transport. If an operator is determined unqualified or uncooperative, the Inspector may halt the operation until a satisfactory replacement is furnished. Failure to provide a qualified and cooperative operator within a reasonable time, as determined by the Department, may result in termination of the contract or substitution of another contractor.

B. The Contractor shall have the necessary tools, repair parts, and equipment to make minor repairs in the field. Contractors shall perform routine maintenance, and make repairs to equipment on his or her own time.

C. During breakdown periods, the Contractor may substitute comparable equipment upon approval of the Inspector.

2.3.3 DISCING TRACTOR SPECIFICATIONS
A. Acceptable tractors, for contracts requiring tracklayer/crawler type tractors, will be of the Caterpillar D-4 class or equivalent including separate transport and trained, experienced operator for each tractor. The determination of tractor equivalency, if other than those specified in this contract, shall be made solely by the City and shall be in writing. In all cases, if not otherwise stated, tractors must have a S.A.E. net horsepower of 65 or more. Equivalent tractors are as follows but are not limited to:

D-4 Class
Caterpillar D-4D or D-4E
Case 850B
John Deere 650D, 650G, 650H
John Deere 550
B. Tractors must be equipped with United States Forest Service-approved spark arrestors and 10 lb. ABC all-purpose type dry chemical fire extinguisher. Tractors of the D-4 or equivalent class must have a minimum gauge (track center to track center) of not less than 54 inches and must be equipped with grousers (minimum of two (2) inches).
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C. Rubber tire/wheeled tractors may be allowed in certain zone(s). Rubber tire tractors must be 4-wheel drive. All tires must be foam filled prior to and throughout the work process. Equivalent wheel tractors include, but are not limited to:

John Deere 6030 Series
Kubota M Series
Mid Size Motorgrader – must have approval from the City before using

2.4 ACRE DISCING

2.4.1 DESCRIPTION OF WORK
This contract is for acre discing of weeds. “Weeds” when used in this context means plant growth comprised of annual weeds. This contract covers work on land that has weeds, brush or a combination of weeds and brush in varying percentages. All work is to be performed in accordance with the STANDARDS FOR MAINTENANCE OF VACANT PARCELS.

2.4.2 DISCING TRACTOR # AND TYPE
One (1) D-4 class, track type tractor is required for this contract. A tractor blade is required.

2.4.3 WHAT TO EXPECT
Level lots, steep terrain and limited access may be encountered. Job sites may not be contiguous and are within close proximity to each other. In most cases, work will be performed without direct supervision from City personnel. Expect the majority of jobs to be all weeds and others to be both weeds and brush with brush being small percentages. Contractors may find that some of the assigned work may already have been done by property owners.

2.4.4 TIME PERIOD
Work can be requested at any time during the year but expect heavy requests for work during the period of May 15 th through August 31 st. High priority areas identified by the City must be complete by July 1st.

2.4.5 BID PRICING
Interested bidders will be submitting prices for tractor work by “acre price”.

Acre pricing: will be determined by an acre rate provided by the contractor to do required tractor work utilizing the specified pieces of equipment.

2.5 GENERAL SPECIFICATIONS SPECIFIC FOR TRACTOR MOWING

2.5.1 DESCRIPTION OF WORK
This contract is for clearing/cutting of weeds using a Flail mower, “Weeds” when used in this context means plant growth comprised of annual weeds. This contract covers work on land that has weeds, brush or a combination of weeds and brush in varying percentages. Once cut the height should be three (3) inches or less. Work is to be performed in accordance with the “Standard for Maintenance of Vacant Parcels”. 879

2.5.2 TRACTOR # AND TYPE
One (1) rubber tire midsized tractor with a minimum of 50 PTO hp and 540 rpm PTO and approved transport.

2.5.3 MOWER TYPE
Flail mower capable of cutting a 9-foot swath and equipped with either standard or coarse blades.

2.54 WHAT TO EXPECT
Level lots, steep terrain and limited access may be encountered. Job sites may not be contiguous and are within close proximity to each other. In most cases, work will be performed without direct supervision from City personnel. Expect the majority of jobs to be all weeds and others to be both weeds and brush with brush being small percentages. Contractors may find that some of the assigned work may already have been done by property owners.

2.5.5 TIME PERIOD
Work can be requested at any time during the year but expect heavy requests for work during the period of May 15th through August 1st. High priority areas identified by the City must be complete by July 1st.

2.5.6 BID PRICING
Interested bidders will be submitting prices for flail mower work by “acre price”.

Acre pricing: will be determined by an acre rate provided by the contractor to do the required flail mower work.

PART 3 - STANDARDS FOR MAINTENANCE OF VACANT PARCELS

3.01 The required maintenance for vacant properties is based on the size of the parcel as listed below:

A. Vacant parcels, five (5) acres or smaller, shall be totally disced, mowed or hand cleared.

B. Larger than five (5) acres and smaller than twenty-five (25) acres require fire breaks of thirty (30) feet off property line or one hundred (100) feet off closest structure, whichever is greater. The remainder of the parcel will require the appropriate number of thirty (30) foot fire breaks to segment (checkerboard) the land into four (4) acre +/ - sections.

C. Larger than twenty-five (25) acres require fire breaks of thirty (30) feet off property line or one hundred (100) feet off closest structure, whichever is greater. The remainder of the parcel will require the appropriate number of thirty (30) foot firebreaks to segment (checkerboard) the land into five (5) acre + /- sections.

EXCEPTION: An approved fire access road plan may be substituted in lieu of five (5) acre segments. Any deviations from the standards above must be approved by the city prior to commencement of work.
880

3.02 Parcels under agricultural or pasture land uses require firebreaks of thirty (30) feet adjacent to all developed areas, fences or structures. The remainder of the property must be mowed or disced at time of harvest or have sufficient animals present to maintain the maximum height of combustible growth at six (6) inches. Once cut the height should be three (3) inches or less.

3.03 Firebreaks may be constructed by discing, mowing, or the use of a blade. The maximum height of combustible growth within a firebreak is four (4) inches. If a blade is used, the side boundaries of the break shall be leveled. Windrows are not permitted

3.04 Parcels shall be maintained to allow reasonable access for firefighting operations.

3.05 Rubbish and/or debris must be removed prior to any work on the property.

A. Discing – Discing shall include rototilling or cultivating. Discs shall be set at an angle sufficient to cut and bury the growth existing at the time.

B. Mowing – If this method is used, the mowing shall be done each time the combustible growth exceeds four (4) inches.
881

EXHIBIT B
Schedule of Performance
The first term of this agreement is for a term of three (3) years from January 1, 2024 – December 31, 2026. The City may renew the contract for up to two (2) additional years, one year at a time, at its sole discretion. The performance of this agreement shall be followed as identified in Exhibit A.
882

EXHIBIT C
Schedule of Fees
Listed below are the yearly costs for weed abatement services for the first term of three (3) years. If the term of the contract is extended beyond the initial three (3) year term, any requests made by the Contractor for a price increase must be fully documented utilizing an appropriate Consumer or Producer Price Index or other relevant market data to justify a price change, not to exceed 4%. In its request for price increases Contractor shall cite sources, specific conditions, and document how those conditions affect the cost.
883

EXHIBIT D
CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700
[Labor Code § 1861]
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.

CONTRACTORS
By:

Miki Smith, CEO
884

Project Location Map
Project Location Map
(2023 Parcels)

885
886
City Council
Staff Report

Subject:

Purchase of Two Chevrolet Silverado 1500 Fire Prevention Vehicles Date:

December 12, 2023
Submitted By:

Justin Nartker, Director of Public Services
Matt McClure, Public Services Manager
Department:

Public Services
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Approving and Authorizing the Purchase of Two Chevrolet Silverado 1500 Fire Prevention Vehicles from Winner Chevrolet and Authorizing the City Manager to Purchase the Vehicles From Winner Chevrolet.

Background:

Included in the Fiscal Year 2023/24 Operating Budget, adopted by the City Council on June 27, 2023 (Resolution No. 2023-109), was the purchase of two new Fire Prevention Vehicles.

Rocklin Municipal Code Section 3.04.090(C) authorizes the City to enter into cooperative purchasing arrangements with other governmental entities without separate competitive bidding. The state's program provides local government agencies access to competitively bid and publicly solicited contracts from vendors who supply goods and services (Attachment 2).

These contracts are created through a competitive bid process that allows members to “piggyback” on the competitive bid contract, eliminating the need to complete the individual RFP/Bid process allowing the city to move quickly to secure services/equipment.

Pursuant to the state contract, Winner Chevrolet Inc. (Elk Grove) has issued quotes for the vehicles noted above for a total amount of $98,585 (rounded). Staff recommends the purchase vehicles from Winner Chevrolet pursuant to California Contracts No. 1-22-23-20D and No. 1-22-23-23D.

Fiscal Impact:

The total purchase cost for two vehicles is $98,585, exceeding the budgeted amount of $80,000. The additional funding will be provided through anticipated operational savings. If a budget amendment is needed it will be included in a future quarterly financial report.

Item Number 3W.

ATTACHMENTS:

1. Resolution

2. Contract User Instructions
887
RESOLUTION NO. 2023-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN
APPROVING AND AUTHORIZING THE PURCHASE OF TWO CHEVROLET SILVERADO 1500 FIRE

PREVENTION VEHICLES FROM WINNER CHEVROLET AND AUTHORIZING THE CITY MANAGER TO

PURCHASE THE VEHICLES FROM WINNER CHEVROLET
WHEREAS, the funds for two (2) Chevrolet Silverado Fire Prevention Vehicles, as identified in Exhibit A, were included in the Fiscal Year (FY) 23/24 Operating Budget on June 27, 2023; and WHEREAS, staff has determined that it is in the City’s best interest to purchase the equipment/vehicles from Winner Chevrolet using the California State Contracts #1-22-23-20D that provide member government agencies access to competitively bid and publicly solicited contracts from vendors who supply goods and services; and
WHEREAS, Pursuant to Rocklin Municipal Code Section 3.04.090 under C-Cooperative purchasing/procurement and D-Piggyback purchasing which allow for the City to enter into cooperative purchasing and/or piggyback purchasing without separate competitive bidding by the City; and WHEREAS, the total cost exceeds the budgeted amount in the amount of $15,585 (rounded); additional funds are available and a budget amendment may be necessary.

NOW THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1. The City Council hereby approves of the purchase of two (2) Chevrolet Silverado Fire Prevention Vehicles in the amount of $98,585 (rounded) currently identified in the FY 2023/24 Operating Budget.

Section 2. The City Council hereby approves and authorizes the City Manager to purchase the vehicles incorporated herein by this reference.

PASSED AND ADOPTED this 12th day of December, 2023, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
____________________________________
, Mayor
ATTEST:
__________________________
Haley Reid, Acting City Clerk
888

Page 2 ends

Reso. No. 2023-
Exhibit A
889
Department of General Services
Procurement Division
707 Third Street, 2nd Floor
West Sacramento, CA 95605-2811
State of California

STATEWIDE CONTRACT

USER INSTRUCTIONS
All changes to most recent Supplement are in bold red italic. Additi ons ar e enclosed in asterisks, *, and deleti ons are enclosed in br ackets, [].

MANDATORY
*Supplement 9*
*(Incorporates Supplements 1 – 9)*
ISSUE AND EFFECTIVE DATE: *09/28/2023*
CONTRACT NUMBER: 1-22-23-20 A through K
DESCRIPTION: Fleet Vehicles – Trucks
CONTRACTOR(S): Lithia Nissan of Fresno (1-22-23-20A)
Ocean Honda (1-22-23-20B)
Freeway Toyota (1-22-23-20C)
Winner Chevrolet (1-22-23-20D)
Elk Grove Auto (1-22-23-20E)
Downtown Ford Sales (1-22-23-20F)
Watsonville Fleet Group (1-22-23-20G)
CA Car Group (1-22-23-20H)
Riverview International (1-22-23-20I)
Sacramento Truck Center
(1-22-23-20J)
Bonander Truck & Trailer (1-22-23-20K)
CONTRACT TERM: 05/01/2022 through 04/30/2025
STATE CONTRACT ADMINISTRATOR: Contracts 1-22-23-20A-G, I, & J Eugene Shemereko
279-946-8028
[email protected]
Contracts 1-22-23-20H & K
Frank Martin
279-946-8035
[email protected]
The contract user instructions, products, and pricing are included herein. All purchase documents issued under this contract incorporate the contract terms and applicable California General Provisions:

Non-IT General Provisions (rev 11/19/2021) (https://www.dgs.ca.gov/- /media/199A6A32E4DE4BECAFF4EFA7194350CD.ashx)
Cal eProcure link: www.caleprocure.ca.gov
890

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 2 *09/28/2023*
User Instructions
All changes to most recent Supplement are in bold red italic. Additions are enclosed in asterisks; deletions are enclosed in brackets.

SUMMARY OF CHANGES
Supplement
Number Description/Articles Supplement
Date
*9*  *Updated Contractor for 1-22-23-20A
 Attachment A – Contract Pricing –
Supplement 8 has been replaced with
Attachment A – Contract Pricing –
Supplement 9*
*9/28/2023*
8  Attachment A – Contract Pricing –
Supplement 7 has been replaced with
Attachment A – Contract Pricing –
Supplement 8
 Updated State Contract Administrator
information.
08/04/2023
7  Attachment A – Contract Pricing –
Supplement 6 has been replaced with
Attachment A – Contract Pricing –
Supplement 7
 Downtown Ford’s email address has been
updated
07/28/2023
6  Attachment A – Contract Pricing –
Supplement 5 has been replaced with
Attachment A – Contract Pricing –
Supplement 6
01/23/2023
5  Attachment A – Contract Pricing –
Supplement 4 has been replaced with
Attachment A – Contract Pricing –
Supplement 5
12/06/2022
4  Attachment A – Contract Pricing –
Supplement 3 has been replaced with
Attachment A – Contract Pricing –
Supplement 4
11/04/2022
3  Attachment A – Contract Pricing –
Supplement 2 has been replaced with
Attachment A – Contract Pricing –
Supplement 3
 Contact Information for Downtown Ford
has been updated
09/19/2022
891

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 3 *09/28/2023*
User Instructions
2  Attachment A – Contract Pricing –
Supplement 1 has been replaced with
Attachment A – Contract Pricing –
Supplement 2*
08/16/2022
1  Attachment A – Contract Pricing has been
replaced with Attachment A – Contract
Pricing – Supplement 1
 Attachment D – Vehicle Specifications has
been added
 Article 25 – Payments, language has been
modified
05/26/2022
N/A Original Contract Posted 05/01/2022
All other terms and conditions remain the same.
892

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 4 *09/28/2023*
User Instructions
893

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 5 *09/28/2023*
User Instructions
894

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 6 *09/28/2023*
User Instructions
SCOPE
The State’s contracts provide Fleet Vehicles - Trucks at contracted pricing to the State of California and local governmental agencies in accordance with the requirements of Contract # 1-22-23-20 A - K. The contractors shall supply the entire portfolio of products as identified in the contract and will be the primary point of contact for data collection, reporting, and distribution of Fleet Vehicles - Trucks to the State.

The contract term is for three (3) years with an option to extend the contract for two (2) additional one (1) year periods or portion thereof. The terms, conditions, and prices for the contract extension option shall be by mutual agreement between the contractor and the State. If a mutual agreement cannot be met the contract may be terminated at the end of the current contract term.

CONTRACT USAGE/RULES
A. State Departments
 The use of this contract is mandatory for State of California departments. State Departments may purchase any vehicle that is awarded to each line item. This contract does not include ranking.
 State departments must adhere to all applicable State laws, regulations, policies, best practices, and purchasing authority requirements, e.g. California Codes, Code of Regulations, State Administrative Manual, Management Memos, and State Contracting Manual Volume 2 and SCM-F as applicable.  Prior to placing orders against this contract, State departments must have been granted non-IT purchasing authority by the Department of General Services, Procurement Division (DGS-PD) for the use of this statewide contract. State departments that have not been granted purchasing authority by DGS-PD for the use of the State’s statewide contracts may contact DGS-PD’s Purchasing Authority Management Section by e-mail at [email protected].
 Departments must have a Department of General Services (DGS) agency billing code prior to placing orders against this contract. Ordering departments may contact their Purchasing Authority contact or their department’s fiscal office to obtain this information.

B. Local Governmental Agencies
 Local governmental agency use of this contract is optional.  Local government agencies are defined as “any city, county, city and county, district or other governmental body or corporation”, per Public Contract Code Chapter 2, Section 10298 (b), empowered to expend public funds for the acquisition of products; this includes the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges. While the State makes this contract available to local governmental agencies, each local 895

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 7 *09/28/2023*
User Instructions
governmental agency should determine whether this contract is consistent with its procurement policies and regulations.
 Local governmental agencies shall have the same rights and privileges as the State under the terms of this contract. Any agencies desiring to participate shall be required to adhere to the same responsibilities as do State agencies and have no authority to amend, modify or change any condition of the contract.  A DGS issued billing code is not required for local governmental agencies to place orders against this contract.

C. Unless otherwise specified within this document, the term “ordering agencies” will refer to all State departments and/or local governmental agencies eligible to utilize this contract. Ordering and/or usage instructions exclusive to State departments or local governmental agencies shall be identified within each article.

DGS ADMINISTRATIVE FEES
A. State Departments
The DGS will bill each State department an administrative fee for use of this statewide contract. The administrative fee should NOT be included in the order total, nor remitted before an invoice is received from DGS.

Current fees are available online in the Price Book & Directory of Services (https://www.dgs.ca.gov/OFS/Price-Book) (go to Price Book Download and click on Purchasing under Procurement Division).

B. Local Governmental Agencies
For all local government agency transactions issued against the contract, the Contractor is required to remit the DGS-PD an Incentive Fee of an amount equal to

1.25% of the total purchase order amount excluding taxes and freight. This Incentive Fee shall not be included in the agency’s purchase price, nor invoiced or charged to the purchasing entity. All prices quoted to local governmental agency customers shall reflect State contract pricing, including any and all applicable discounts, and shall include no other add-on fees.

SB/DVBE OFF-RAMP PROVISION
There is no SB/DVBE off ramp associated with this contract.

PROBLEM RESOLUTION/SUPPLIER PERFORMANCE
Ordering agencies and/or Contractor shall inform the State Contract Administrator of any technical or contractual difficulties encountered during contract performance in a timely manner. This includes and is not limited to informal disputes, supplier performance, outstanding deliveries, etc. The ordering agency should include all relevant information and/or documentation (e.g., purchase documents).
896

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 8 *09/28/2023*
User Instructions

CONTRACT ITEMS
Contract vehicles and pricing are listed on Attachment A, Contract Pricing. All prices listed shall be fixed as the maximum cost for the contract period unless a price increase is granted.

Each line item description on Attachment A, Contract Pricing, provides a description of the minimum requirements that each vehicle in that line item has met or exceeded.

A Maintenance Plan is offered on all light duty vehicles less than 8500 lbs Gross Vehicle Weight Rating (GVWR). Maintenance Plan pricing is listed on Attachment A, Contract Pricing. The purchase of the Maintenance Plan is optional. See Article 29, Maintenance Plan for more detailed information.

Price Increases
Price increases may be requested with each model year change and will be posted on a quarterly basis.

Quarterly Increases shall be processed on the following calendar days:
 July 1st
 October 1st
 January 1st
 April 1st
Contractors are requested to price protect the contracted price for the duration between the price increase request and the time the increase is processed. If the Contractor is unable to honor the price protection, the Contractor’s vehicle(s) will be unavailable for ordering until the price increases have been evaluated and approved.

Multiple Award
Some line items may have multiple vehicles awarded with different make and models available. State Departments may choose any vehicle identified in the subject line item.

There is no vehicle ranking associated with this contract.

Sales Tax
The sales tax rate applied should be based on the rate of the “Bill To” address listed on the Purchase Order.

Options
All factory options shall be available and priced at Contractor cost plus up to 10% for an addition or Contractor cost minus up to 10% for a deletion in accordance with the manufacturer’s current model year price list. Types of equipment changes which might be made include, but are not limited, to the following:
897

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 9 *09/28/2023*
User Instructions
• Add trailer tow package
• Add Bluetooth
• Add parking sensors
• Delete pick up box (bed)
In no case shall options b e included or deleted in such a manner as to cause the vehicle to conflict with any other line item on any other vehicle contract.

The Contractor shall provide ordering agencies a copy of the current model year factory price sheet with requested options, within ten calendar days of request.

Third-party upfitting (e.g utility body) may be requested by ordering agencies, however, this service is non -mandatory. When applicable, third -party upfits shall be subject to the same pricing provisions as factory options.

Note: Vehicles with added or deleted options MUST continue to meet the appropriate minimum specification.

Tire Fee
Purchase orders MUST include the State mandated $1.75 per tire fee.

Document Processing Charge
In accordance with the California Vehicle Code Section 4456.5, a Contractor may charge the ordering agency a document processing charge for the preparation and processing of documents, disclosures, titling, registration, and information security obligations imposed by state and federal law. The document processing charge shall not exceed $85 per vehicle purchased.

A Contractor may charge the ordering agency an electronic filing fee, which does not exceed the actual amount the Contractor is charged by a first-line service provider. The electronic filing fee shall not exceed $30 per vehicle purchased.

SPECIFICATIONS
All products must conform to the attached State of California Bid Specification Number 2310- 4181 dated 08/16/2021 (Attachment B).

Vehicle color shall be a solar reflective color (white, silver metallic, or gold metallic) per SAM Section 3620.1 (exceptions are listed in the same manual section).

CUSTOMER SERVICE
The Contractor shall provide office and personnel resources for responding to inquiries, including telephone and email coverage weekdays during the hours of 8:00 a.m. - 5:00 p.m., PT.
898

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 10 *09/28/2023*
User Instructions
The customer service unit shall be staffed with individuals that:
 Are trained in the requirements of this contract
 Have the authority to take administrative action to correct problems that may occur The Contractor’s customer service unit shall respond to all customer inquiries within two (2) business days of initial contact.

Dealer Contract # Contact Phone Email
Lithia Nissan of
Fresno 1-22-23-20A Pat Ireland (559) 707-
5735 [email protected]
Ocean Honda 1-22-23-20B Pat Ireland (559) 707-
5735 [email protected]
Freeway
Toyota 1-22-23-20C Pat Ireland (559) 707-
5735 [email protected]
Winner
Chevrolet 1-22-23-20D Jerry
Powers
(916) 426-
5752 [email protected]
Elk Grove Auto 1-22-23-20E Jerry
Powers
(916) 426-
5752 [email protected]
Downtown Ford
Sales 1-22-23-20F Sandra
Scott
(916) 442-
9631 [email protected]
Watsonville
Fleet Group 1-22-23-20G Yesenia
Covarrubias
(626) 457-
5590 [email protected]
CA Car Group 1-22-23-20H Richard M.

Slad
(925) 560-
4465 [email protected]
Riverview
International
Trucks
1-22-23-20H Jason
Farrell
(916) 371-
3110 [email protected]
Sacramento
Truck Center 1-22-23-20H Dean
Needham
(916) 286-
2013 [email protected]
Bonander
Truck & Trailer 1-22-23-20H Steve
Mannion
(916) 747-
6151 [email protected]
Note: Ordering agencies are encouraged to have one point of contact for inquiries, quotes, and orders whenever possible. Multiple calls and emails from various requestors for the same information can slow customer service response times.

PRODUCT SUBSTITUTIONS
Under no circumstance is the Contractor permitted to make substitutions with non- contract/unauthorized vehicles without approval of the DGS Contract Administrator (CA). 899

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 11 *09/28/2023*
User Instructions

PURCHASE EXECUTION
A. State Departments
1) Std. 65 Purchase Documents
State departments not transacting in FI$CAL must use the Purchasing Authority Purchase Order (Std. 65) for purchase execution. An electronic version of the Std. 65 is available at the Office of State Publishing web site:
https://www.dgsapps.dgs.ca.gov/osp/StatewideFormsWeb/Forms.aspx (select Standard Forms).

All Purchasing Authority Purchase Orders (Std. 65) must contain the following:
 Agency Order Number (Purchase Order Number)
 Ordering Agency Name
 Agency Billing Code
 Purchasing Authority Number
 Leveraged Procurement Number (Contract Number)
 Supplier Information (Contact Name, Address, Phone Number, Fax Number, E-mail)
 Line Item number
 Quantity
 Unit of Measure
 Commodity Code Number
 Product Description
 Unit Price
 Extension Price
 Office of Fleet and Asset Management (OFAM) Approval Stamp (State departments only)
2) FI$CAL Purchase Documents
State departments transacting in FI$CAL will follow the FI$CAL procurement and contracting procedures.
3) Blanket Orders
The use of blanket orders against this statewide contract is not allowed.

B. Local Governmental Agencies
Local governmental agencies may use their own purchase document for purchase execution. The purchase documents must include the same data elements as listed above (Exception: Purchasing Authority Number is used by State departments only). 900

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 12 *09/28/2023*
User Instructions

MINIMUM ORDER
The minimum order shall be one (1) vehicle.

ORDERING PROCEDURE
A. Ordering Methods:

Ordering agencies are to submit appropriate purchase documents directly to the contractor(s) via one of the following ordering methods:
 U.S. Mail
 Facsimile
 Email
The contractor’s Order Placement Information is as follows:

ORDER PLACEMENT INFORMATION
Contract #
1-22-23-20A
U.S. Mail:

Lithia Nissan of Fresno
5590 N Blackstone Ave
Fresno, CA 93710
Attn: Pat Ireland
Facsimile:
(559) 961-4601
Email:
[email protected]
Contract #
1-22-23-20B
U.S. Mail:

Ocean Honda
3801 Soquel Dr
Soquel, CA 95073
Attn: Pat Ireland
Facsimile:
(559) 961-4601
Email:
[email protected]
Contract #
1-22-23-20C
U.S. Mail:

Freeway Toyota
1835 Glendale Avenue
Hanford, CA 93230
Attn: Pat Ireland
Facsimile:
(559) 961-4601
Email:
[email protected]
Contract #
1-22-23-20D
U.S. Mail:

Winner Chevrolet
8575 Laguna Grove Drive
Elk Grove, CA 95757
Attn: Jerry Powers
Facsimile:
(916) 421-0149
Email:
[email protected]
901

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 13 *09/28/2023*
User Instructions

ORDER PLACEMENT INFORMATION
Contract #
1-22-23-20E
U.S. Mail:

Elk Grove Auto Group
8575 Laguna Grove Drive
Elk Grove, CA 95757
Attn: Jerry Powers
Facsimile:
(916) 421-0149
Email:
[email protected]
Contract #
1-22-23-20F
U.S. Mail:

Downtown Ford Sales
525 N 16th St
Sacramento, CA 95811
Attn: Sandra Scott
Facsimile:
(916) 491-3138
Email:
[email protected]
Contract #
1-22-23-20G
U.S. Mail:

Watsonville Fleet Group
1601 W. Main Street
Alhambra, CA 91801
Attn: Yesenia
Covarrubias
Facsimile:
(626) 457-5593
Email:
[email protected]
Contract #
1-22-23-20H
U.S. Mail:

CA Car Group
4200 John Monego Ct
Dublin, CA 94568
Attn: Richard M. Slade
Facsimile:

N/A
Email:

[email protected]
Contract #
1-22-23-20I
U.S. Mail:

Riverview International
Trucks
2445 Evergreen Avenue
West Sacramento, CA
95691
Attn: Jason Farrell
Facsimile:
(916) 372-8541
Email:
[email protected]
Contract #
1-22-23-20J
U.S. Mail:

Sacramento Truck Center
100 Opportunity Street
Sacramento, CA 95838
Attn: Dean Needham
Facsimile:
(916) 286-2085
Email:
[email protected]
Contract #
1-22-23-20K
U.S. Mail:

Bonander Truck & Trailer
4520 N Golden State
Blvd.

Turlock, CA 95382
Attn: Steve Mannion
Facsimile:
(209) 634-4965
Email:

[email protected]
902

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 14 *09/28/2023*
User Instructions
When using any of the ordering methods specified above, all State departments must conform to proper State procedures.

ORDER ACCEPTANCE
The Contractor shall accept orders from any State department or local governmental agency. The Contractor shall not accept purchase documents for this contract that:
 Are incomplete;
 Are submitted without OFAM approval stamp
 Contain non-contract items; or
 Contain non-contract terms and conditions.

The Contractor must not refuse to accept orders from any State department or local governmental agency for any other reason without written authorization from the CA.

ORDER ACKNOWLEDMENT
The Contractor will provide the ordering agencies with an order receipt acknowledgment via e-mail/facsimile within ten (10) calendar days after receipt of an order. The acknowledgement will include:
 Ordering Agency Name
 Agency Order Number (Purchase Order Number)
 Description of Goods
 Vehicle Model Year
 Total Cost
 Date order is placed with manufacturer
 Anticipated Delivery Date
 Delayed Production Notification (if applicable)
 Discontinued Vehicle Notification (if applicable)
Contractor shall notify the ordering agency of any delays in production or delays in orders being accepted by the manufacturer for any period of time. Contractor shall provide estimated production start date and delivery date.

DELAYED PRODUCTION REMEDY
Upon receipt of order acknowledgment identifying a delay in production or orders not being accepted by the manufacturer, the ordering agencies shall have the following options:
 Request back order; or
 Cancel the item from the order with no penalty

DISCONTINUED VEHICLE REMEDY
Upon receipt of order acknowledgment identifying discontinued items, the ordering agencies shall have the following options:
903

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 15 *09/28/2023*
User Instructions
 Amend purchase document to reflect DGS approved replacement vehicle; or  Cancel the item from the order
Under no circumstance is the Contractor permitted to make substitutions with non- contract/unauthorized vehicles without approval of the DGS CA.

DELIVERY PROCEDURES
Pre-Delivery Checklist
Prior to delivery, each vehicle shall be completely inspected, serviced , and detailed by the delivering Contractor and/or the manufacturer’s pre-delivery service center. A copy of the pre-delivery checklist shall be completed for each vehicle, signed by a representative of the organization performing the inspection/service, and delivered with the vehicle.

Delivery:

Delivery shall be within one hundred and fifty (150) days after receipt of order unless there is a delay in production/order acceptance from the manufacturer when changing from one model year to the next. Contractor shall notify the ordering agency of such delay per Article 14, Order Acknowledgement.

Orders requiring customized work by a 3rd party supplier may exceed the delivery period requirement. Contractor shall notify ordering agency of extended delivery period per Article 14, Order Acknowledgement.

Caravan or drive-away method of delivery from the factory to a Contractor is not acceptable unless agreed upon by the ordering agency.

Drop ship deliveries shall not be made without prior State inspection. All vehicles shall be delivered with no less than five (5) gallons of fuel in the tank.

Unless pre-arranged between the Contractor and the ordering agency, vehicles delivered with more than 50 miles on the odometer may be charged fifty (50) cents per mile in excess of 50 miles. This charge may be reflected on the invoice as a deduction from the order price. Vehicles with more than five hundred (500) miles on the odometer may not be accepted.
**Cab and Chassis trucks may require driving from an out-of-state factory and may exceed the five hundred (500) mile or less expectation. The Contractor shall notify the ordering Department at the time of purchase order execution.

When feasible, Contractor is requested to make deliveries in metropolitan areas during off-peak hours. Off-peak hours are Monday through Friday, 10:00 AM to 4:00 PM PST.

Documents
The following documents shall be delivered to the receiving agency with the vehicle:
904

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 16 *09/28/2023*
User Instructions
 Completed and signed pre -delivery service checklist, including the order number and Vehicle Identification Number (VIN)
 “Line Set Tickets” or “Window (Monroney) Sticker” showing all options installed  One (1) copy of the warranty, including applicable certificates, cards, etc.  One (1) copy of the owner’s manual.

INSPECTION AND ACCEPTANCE
Vehicles ordered for State use will be inspected by a State inspe ctor at the Contractor’s place of business or as otherwise agreed to by the Contractor and ordering agency.

Inspection will commence within five (5) working days of notification that a vehicle is ready for inspection. Inspection will include:
 Specification Compliance
 Workmanship
 Appearance
 Proper Operation of all Equipment and Systems
 Presence of all Applicable Documents
In the event deficiencies are detected, the vehicle will be rejected and the Contractor will be required to make the necessary repairs, adjustments or replacements. Payment and/or the commencement of a discount period (if applicable) will not begin until the defects are corrected and the vehicle is re-inspected and accepted.

Completion of inspection or acceptance by the State i nspector shall in no way release the Contractor from satisfying the requirements of the contract, specifications, and warranty.

Deviations from the specified requirements that are detected by the inspection shall be corrected by the Contractor in an expeditious manner at no expense to the ordering agency.

Inspection by local agencies will be at the Contractor’splace of business or as otherwise agreed to by the Contractor and local agency.

EMERGENCY/EXPEDITED ORDERS
Not Applicable.

FREE ON BOARD (F.O.B.) DESTINATION
Contractors shall deliver vehicles to State or local agencies located in Sacramento County at no additional cost for delivery. If the Purchase Order indicates delivery outside Sacramento County, the Contractor and agency may negotiate delivery costs. If delivery is subject to an additional delivery charge, it shall be shown as a separate item on the purchase order and invoice.
905

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 17 *09/28/2023*
User Instructions
State departments requesting delivery outside of Sacramento County must contact the Transportation Management Unit for freight rate comparisons to confirm appropriate pricing if the Contractor is delivering the vehicle.

Responsibility and liability for loss or damage for all orders shall remain with the Contractor until final inspection and acceptance, when all responsibility shall pass to the ordering agency, except the responsibility for latent defects, fraud, and the warranty obligations.

SHIPPED ORDERS
All shipments shall be in accordance with the General Provisions, Article 12 entitled “Packing and Shipment”.

CONTRACT ADMINISTRATION
The State and the Contractors have assigned Contract Administrators as the single points of contact for problem resolution and related contract issues.

State Contact
Information
DGS/PD Contract Administrator
(Contracts 1-22-23-20A-G, I, & J)
DGS/PD Contract Administrator
(Contracts 1-22-23-20H, & K)
Contact Name: Eugene Shemereko Frank Martin
Telephone: (279) 946-8028 (279) 946-8035
Facsimile: NA NA
Email: [email protected] [email protected] Address: DGS/Procurement Division
Attn: Eugene Shemereko
707 Third Street, 2nd Floor, MS 201
West Sacramento, CA 95605
DGS/Procurement Division
Attn: Frank Martin
707 Third Street, 2nd Floor, MS 201
West Sacramento, CA 95605
Dealer
Contact
Information
Lithia Nissan of Fresno
Contract # 1-22-23-20A
Ocean Honda
Contract # 1-22-23-20B
Contact
Name:

Pat Ireland Pat Ireland
Telephone: (559) 707-5735 (559) 707-5735
Facsimile: (559) 961-4601 (559) 961-4601
Email: [email protected] [email protected] Address: Lithia Nissan of Fresno
5590 N Blackstone Ave
Fresno, CA 93710
Ocean Honda
3801 Soquel Dr
Soquel, CA 95073
906

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 18 *09/28/2023*
User Instructions
Dealer
Contact
Information
Freeway Toyota of Hanford
Contract # 1-18-23-20C
Winner Chevrolet
Contract # 1-18-23-20D
Contact
Name:

Pat Ireland Jerry Powers
Telephone: (559) 707-5735 (916) 426-5752
Facsimile: (559) 961-4601 (916) 421-0149
Email: [email protected] [email protected]
Address: Freeway Toyota
1835 Glendale Avenue
Hanford, CA 93230
Winner Chevrolet
8575 Laguna Grove Drive
Elk Grove, CA 95757
Dealer
Contact
Information
Elk Grove Auto Group
Contract # 1-22-23-20E
Downtown Ford Sales
Contract # 1-22-23-20F
Contact
Name:

Jerry Powers Sandra Scott
Telephone: (916) 426-5752 (916) 442-9631
Facsimile: (916) 421-0149 (916) 491-3138
Email: [email protected] [email protected] oft.com
Address: Elk Grove Auto Group
8575 Laguna Grove Dr
Elk Grove, CA 95757
Downtown Ford Sales
525 N 16th St
Sacramento, CA 95811
Dealer
Contact
Information
Watsonville Fleet Group
Contract # 1-22-23-20G
CA Car Group
Contract # 1-22-23-20H
Contact
Name:

Yesenia Covarrubias Richard M. Slade
Telephone: (626) 457-5590 (925) 560-4465
Facsimile: (626) 457-5593 N/A
Email: [email protected]
om
[email protected]
Address: Watsonville Fleet Group
1601 W. Main Street
Alhambra, CA 91801
CA Car Group
4200 John Monego Ct
Dublin, CA 94568
907

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 19 *09/28/2023*
User Instructions
Dealer
Contact
Information
Riverview International Trucks
Contract # 1-22-23-20I
Sacramento Truck Center
Contract # 1-22-23-20J
Contact
Name:

Jason Farrell Dean Needham
Telephone: (916) 371-3110 (916) 286-2013
Facsimile: (916) 372-8541 (916) 286-2085
Email: [email protected] [email protected] Address: Riverview International Trucks
2445 Evergreen Avenue
West Sacramento, CA 95691
Sacramento Truck Center
100 Opportunity Street
Sacramento, CA 95838
Dealer
Contact
Information
Bonander Truck & Trailer
Contract # 1-22-23-20K
Contact
Name:

Steve Mannion
Telephone: (916) 747-6151
Facsimile: (209) 634-4965
Email: [email protected]
Address: Bonander Truck & Trailer
4520 N Golden State Blvd.

Turlock, CA 95382

RESTOCKING FEES
The Contractor may impose a restocking fee to the ordering agency on orders cancelled after the order has been placed with the manufacturer: The Contractor shall notify the ordering agency of the order placement per Article 14, Order Acknowledgment.

Re-stocking fees can be no greater than ten percent (10%) of the value of the vehicle being restocked.

INVOICING
Ordering agencies may require separate invoicing, as specified by each ordering organization. Invoices will contain the following information:
 Contractor’s name, address and telephone number
 Leveraged Procurement Number (Contract Number)
908

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 20 *09/28/2023*
User Instructions
 Agency Order Number (Purchase Order Number)
 Item and commodity code number
 Quantity purchased
 Contract price and extension
 State sales and/or use tax
 Prompt payment discounts/cash discounts, if applicable  Totals for each order

PAYMENT
A. Terms
Payment terms for contracts 1-22-23-20 A – G and K include a $500 per vehicle discount for payment made within twenty (20) days. Contract 1-22-23-20I includes a $200 per vehicle discount for payment made within twenty (20) days. Contracts 1-22- 23-20 H & J offer no discount. The cash discount time is defined by the State as beginning only after the vehicle has been inspected, delivered, and accepted by the receiving agency, or from the date a correct invoice is received in the office specified on the Purchase Order, whichever is later.

Payment is deemed to be made, for the purpose of earning the discount, one (1) working day after the date on the State warrant or check. Typically, acceptance will be accomplished within twenty (20) business hours after a vehicle is delivered.

Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927, et seq. Unless expressly exempted by statute, the Act requires State departments to pay properly submitted, undisputed invoices not more than forty-five (45) days after the date of acceptance of goods, performance of services, or receipt of an undisputed invoice, whichever is later.

B. CAL-Card Use
Use of the CAL-Card for payment of invoices is not allowed under this statewide contract.

C. Payee Data Record
Each State accounting office must have a copy of the Payee Data Record (Std. 204) in order to process payments. State departments should forward a copy of the Std. 204 to their accounting office(s). Without the Std. 204, payment may be unnecessarily delayed. State departments may contact the Contractor for copies of the Payee Data Record.

D. State Financial Marketplace
The State reserves the right to select the form of payment for all procurements, be it either an outright purchase with payment rendered directly by the State, or a financing/lease-purchase or operating lease via the State Financial Marketplace (GS 909

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 21 *09/28/2023*
User Instructions
$Mart and/or Lease $Mart). If payment is via the financial marketplace, the Contractor will invoice the State and the State will approve the invoice and the selected Lender/Lessor for all product listed on the State's procurement document will pay the Contractor on behalf of the State.

CALIFORNIA SELLER’S PERMIT
The California seller permit number for the Contractor is listed below. State departments can verify that permits are currently valid at the following website: www.cdtfa.ca.gov.

State departments must adhere to the file documentation required identified in the State Contracting Manual Volume 2 and Volume 3 and SCM-F.

Contractor Name Seller Permit #
Lithia Nissan of Fresno 97163762
Ocean Honda 101-652579
Freeway Toyota of Hanford 102-659756
Winner Chevrolet 100-208309
Elk Grove Auto 100-197237
Downtown Ford 28600344
Watsonville Fleet Group 245364864
101-135239
CA Car Group 100-214737
Riverview International 101-079519
Sacramento Truck Center 97724353
Bonander Truck & Trailer 28-093997

WARRANTY
The manufacturer’s standard new vehicle warranty shall apply to all vehicles purchased from these contracts. All warranties shall be factory authorized. The warranty shall be honored by all franchised dealers of the vehicle within the State of California. The Warranty term for the vehicles offered under these contracts shall meet the following (as applicable):
 Bumper to bumper warranty shall cover not less than 3 years/36,000 miles, no charge for parts and labor.
 Power train warranty for light duty vehicles weighing 8500 lbs. GVWR or less shall cover not less than 5 years/100,000 miles, no charge for parts and labor.  Power train warranty for vehicles over 8500 lbs. GVWR shall cover not less than 5 years/60,000 miles, no charge for parts and labor.
910

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 22 *09/28/2023*
User Instructions
The State’s established preventative maintenance procedures and practices shall be acceptable to the manufacturer/contractor in lieu of the manufacturer’s prescribed procedures which may form a part of the warranty.

All emission-related components shall be warranted in compliance with California Air Resources Board and Federal requirements. Contractor cannot offer independent insurance or statements indicating self insurance. If an additional extended warranty is purchased, a warranty certificate, warranty card, or a statement indicating the extended warranty has been recorded with the manufacturer shall be furnished with each vehicle delivered.

Normal wear items such as tires, belts, hoses, headlamps, light bulbs, brake linings, brake discs/drums, etc. are excluded from warranty coverage. All other items not subject to normal wear or gross operator neglect and abuse, such as window, seat, or wiper motors, chassis electrical switches (door, trunk lid), paint, hinges, locks, etc., shall be covered.

The State reserves the right to use re-refined lubrication oils, where available, in lieu of virgin equivalent oils. The re-refined oils used by the State will meet all API and SAE standards and specifications as set forth by the vehicle manufacturer. The use of said oils shall in no way void or degrade the original manufacturer’s standard warranty.

The State reserves the right to use recycled content antifreeze/coolant, where available, in lieu of virgin equivalent antifreeze/coolant when servicing its vehicles. The recycled content antifreeze/coolant used by the State will meet all ATSM standards and specifications as set forth by the vehicle manufacturer.

REPAIR PARTS
The manufacture of the awarded vehicle(s) should maintain an adequate stock of all regular and special parts to meet the continuing service and repair parts needs of the State without undue delay.

A special system shall be set up for expediting the procurement of back-order items needed to repair an inoperative vehicle including a system to air freight parts at factory expense when parts are not in stock in California parts depots. Parts must be available within three (3) working days after telephone notification.

Vehicles with new technology emerging into the industry (e.g., fuel cell vehicles) may require more than (3) working days for the availability of certain parts. Contractor must notify the State Contract Administrator and ordering agency when this occurs and provide the estimated date of availability.

MAINTENANCE PLAN
A maintenance plan is available for light duty vehicles under 8500 lbs. GVWR. The purchase of a maintenance plan is optional. The maintenance plan covers all regularly 911

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-20 A-K
Contract User Instructions, *Supplement 9*
Contract 1-22-23-20 A-K Page 23 *09/28/2023*
User Instructions
scheduled service for a minimum of five (5) years/75,000 miles. The maintenance shall include at a minimum all manufacturer recommended services such as, but not limited to:
 Oil changes;
 Filter changes;
 Fluid changes;
 Lubrications;
 Tire rotations;
 Equipment and safety inspections
The Maintenance Plan is not required to cover wear items such as brake pads/shoes, wiper blades, etc.

Purchase of the Maintenance Plan is non-mandatory for State departments.

The Maintenance Plan is not applicable to vehicles over 8,500 lbs. GVWR.

RECYCLED CONTENT
State departments are required to report purchases in many product categories. The Postconsumer-Content Certification Form (CIWMB 74) for the Contractor(s) is attached (Attachment C).

SB/DVBE PARTICIPATION
There is no Small Business (SB) or Disabled Veteran Business Enterprise (DVBE) participation for this contract.

STATE AND LOCAL GOVERNMENT EMPLOYEE PRICING
In the interest of expanding the California marketplace for Zero Emission Vehicles (ZEV), some Contractors have offered a discount to any interested State of California or local government employee when purchasing a ZEV for personal use. A list of participating Dealers and vehicles can be found at: https://www.dgs.ca.gov/PD/Resources/Page- Content/Procurement-Division-Resources-List-Folder/State-of-California-Green-Fleet- Employee-Pricing-Program

ATTACHMENTS
Attachment A – Contract Pricing *Supplement 9*
Attachment B – Specification 2310-4181, revised 08/16/2021 Attachment C – Postconsumer Content Certification Workbook Attachment D – Vehicle Specifications
912
City Council
Staff Report

Subject:

ADA Ramp Upgrades and Concrete Services Change Order No. 1 Date:

December 12, 2023
Submitted By:

Justin Nartker, Director of Public Services
Rick Lawrence, Public Services Manager
Department:

Public Services
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Approving and Authorizing the City Manager to Execute Change Order No. 1 with PBM Construction Inc. for the ADA Ramps and Concrete Construction Services Agreement.

Background:

On September 28, 2021, the City Council adopted Resolution No. 2021-169 authorizing the City Manager to execute the Construction Agreement (Agreement) for the ADA Ramps & Concrete Services with PBM Construction, Inc. These services consist of the construction/retrofit of Americans with Disabilities Act (ADA) ramps and concrete services such as the construction of sidewalks, and concrete flatwork throughout the city. The initial period of the agreement was for one year with the option to renew it for two additional years at the City’s discretion, and it is currently in its third year.

In addition to bringing various ADA ramps and sidewalks throughout the city into compliance under the ADA, anytime the profile of the roadway is altered, all existing ADA curb ramps must be brought into compliance. These ramps along with any additional construction/retrofit services are scheduled to occur prior to the start of the projects to prevent disturbing newly resurfaced roadways after the fact. In order to accommodate the scheduled road resurfacing projects and necessary ADA ramp and construction services, a change order to increase in the agreement amount for Fiscal Year 2023/24 from $249,500 to $315,000 is needed.

Fiscal Impact:

Change Order No. 1 brings the contract cost to $315,000, which exceeds the budgeted amount; therefore, a budget amendment is necessary and will be included in the next quarterly report. Sufficient funds are available in the SB325 Gas Tax Fund (210) balance to support the recommended budget amendment.

Item Number 3X.

ATTACHMENTS:

1. Resolution with Exhibit A - Change Order No. 1
913
RESOLUTION NO. 2023-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN
APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE CHANGE ORDER NO. 1 WITH PBM CONSTRUCTION, INC. FOR THE ADA RAMPS AND CONCRETE SERVICES

CONSTRUCTION AGREEMENT
WHEREAS, the ADA Ramps and Concrete Services Construction Agreement was approved by the City Council on September 28, 2021, to provide construction/retrofit of American Disability Act ( ADA) ramps and concrete services s uch as the construction of sidewalks, and concrete flatwork throughout the city; and WHEREAS, the initial period of th e agreement was for one year with the option to renew it for two additional years at the City ’s discretion, and it is currently in its third year with a budgeted amount of $249,500; and
WHEREAS, these construction/retrofit services are used throughout the City and under the ADA , anytime the profile of the ro adway is altered , all exis ting ADA curb ramps must be brought into compliance; and
WHEREAS, after review of the upcoming road res urfacing project staff estimates that a Change Order in the amount of $ 65,500 to accommodat e the s cheduled road resurfacing projec ts and wi ll req uire Ch ange Or der N o. 1 , increasing the budgeted amount of $249,500 by $65,500 to $315,000;
WHEREAS, w hile su fficient funds a re a vailable in S B325 Ga s Tax F und ( 210) to accommodate this increase.

NOW THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1. The City Council hereby approves and authorizes the Cit y Manager to execute Change O rder No. 1 to the budgeted amount for ADA R amps and Concrete Services to the existing contract attached hereto as Exhibit A.

P
ASSED AND ADOPTED this 12th day of December, 2023, by the following vote:

AY
ES: Councilmembers:

NOES: Councilmembers:

ABSENT: C ouncilmembers:

ABSTAIN: Councilmembers:
914

Page 2 ends

Rocklin City CouncilDecember 12, 2023

Rocklin City Council
December 12, 2023