Agenda packet — Roseville City Council, June 19, 2024 (part 2 of 4)

QTY PRODUCT DESCRIPTION UNIT
PRICE
DISC
(%)

EXTENDED
PRICE
1 MTS-5100
All-in-one protective relay tester with direct, front panel interface for all functions with exceptional productivity-boosting features including intelligent multi-phase adjustment, specific relay test modes, and graphical phasor display. Includes 4-phase AC/ DC voltages, high VA 6-phase AC currents, contact/voltage inputs, contact outputs, analog transducer inputs, sequence of events recording, waveform capture capability and GPS receiver.

Performs semi-automated testing, transient waveform playback, and end-to-end testing proficiently without a PC.

The following options are standard on all units.
• Option 10 Hard-shell shipping case,
• Option 31 Test Lead Kit,
• Option 40 Wireless Keyboard with mousepad,
• Option 46 Short switch,
• Option 12 Ethernet crossover cable,
• Option 13 RS-232 Communications cable,
• Option 14 RapidTest Software,
• Option 17 Remote Console Software,
• Option 22 GPS antenna (10ft cable)

Pricing includes the above-mentioned accessories, all software and software updates, a 1-year warranty on parts, labor and calibration services.
$88,060.00 9.085 $80,060.00
1 M5500
M5500 Sweep Frequency Response Analyzer
$29,760.00 20.000 $23,808.00
1 TRADEIN Allowance for Return of Used Equipment $0.00 0.000 $0.00 1 FREIGHT
Freight Charges,

Insurance, taxes, duties, customs fees and/or any other costs associated with shipping are not included in the
quoted price. They are the purchaser’s responsibility.

Please be advised due to COVID-19 transport rates are
not guranteed. Rates may change at time of booking of
shipment. Flights/Sailings can be cancelled anytime during pickup or transit to destination without prior notification.

Any additional costs which may be incurred are at the
clients’ expense.
$330.00 0.000 $330.00
1 MISC sales tax rate for 95747 is 7.75% $8,049.77 0.000 $8,049.77 TOTAL: $112,247.77

Page 2 of 3 ends

Additional Notes
Discount is for trade in. serial number TBD

“This quote is governed by previously negotiated terms and conditions dated 10/26/18.”

*Payment terms are subject to credit review.

All prices in USD. Pricing does not include shipping or sales tax.

Please forward all Purchase Orders to [email protected]. For any questions regarding this quote, please contact your Regional Sales Manager or [email protected].

Doble hardware and software products are supplied in accordance with Doble's Master Terms. Doble Test Instruments are supplied complete with instruction manuals and all cables necessary for the ordered configuration.

THANK YOU FOR YOUR BUSINESS!

Page 3 of 3 ends

DOBLE ENGINEERING COMPANY

MASTER TERMS AND CONDITIONS
Rev.030232020

1. Applicable Terms and Conditions . Doble Engineering Company, expressly including all subsidiaries, divisions, and similar affiliates, will be collectively referred to as "Doble", and the person or company purchasing Products will be referred to as "Buyer". “Goods” shall be as defined in Article 2 of the Uniform Commercial Code, as it may be amended from time to time. “Services” shall mean the work to be performed in any contract transaction except to the extent any such transaction includes the transfer of legal ownership over a Good or Goods from Doble to Buyer in exchange for money. Such transfer of ownership is hereby defined as a sale of Goods as opposed to a sale of Services. All Goods and Services sold by Doble to Buyer will be referred to as “Products”. The terms and conditions stated below apply to all sales of the Products. Except for those terms and conditions identified below which are expressly subject to alternative terms set out in the applicable quote and/or order confirmation, it is expressly understood that any different or additional terms proposed by Buyer or contained on any purchase order or other document submitted by Buyer are hereby inapplicable and void and, unless expressly acknowledged and accepted by Doble in writing that no other acknowledgment by Doble of, or reference by Doble to, or performance by Doble under, any purchase order of Buyer shall be deemed to be an acceptance by Doble of any term additional or contrary to these terms or conditions. If the parties desire to incorporate any term that is different from or additional to the terms set forth herein, such agreement must be set forth in a separate writing established solely for th e purpose of such amending of terms and signed by an officer of Doble. All Products containing or consisting of software (“Software Products”) are furnished subject to Buyer’s acceptance of the terms and conditions contained in Doble’s End User Software Li cense Agreement (“EULA”) and/or Software License Agreement (“SLA”) contained therein, for the applicable Software Product. Doble will provide a copy of this EULA and/or SLA in advance of any purchase, upon Buyer request. For the avoidance of doubt, the ter ms of this document are supplemental to any applicable Doble- issued quotation, and, in the event of any conflicts between a quotation and this document, the terms of any such quotations hereby take priority over the terms of this document.

2. Prices and Paym ent Terms . Doble will issue a quotation for each Product request setting forth the price of the Products. Quotations are valid for the period of time specified in the applicable quotation. Prices do not include any federal, state, provincial or local property, license, privilege, sales, use, excise, import, export, transport, VAT, gross receipts, or other like taxes which may now or hereafter be applicable. Buyer shall be responsible for the payment of all such taxes of any nature whatsoever now or hereafter levied by any governmental authority anywhere in the world. Payment is due net 30 days from date of issuance of invoice; provided that Doble reserves the right to require alternate payment terms, dependent upon review of Buyer’s credit worthiness. Doble may, in addition to any other remedy available under applicable law, charge Buyer interest at the lesser of the rate of one and one half percent (1½% ) per month or the highest rate allowed by applicable law for amounts not paid within the foregoing terms. If Doble shall at any time doubt Buyer's financial condition and its ability to pay for the cost of the Product(s), Doble may demand adequate assurance of due performance or decline to make any further shipments of Goods or supply any further Services except upon receipt of cash payment in advance or security. If Doble demands adequate assurance of due performance and the same is not forthcoming within 10 days after the date of Doble's demand, Doble may, at its option: (i) continue to defer further shipments of Goods or supply of Services under any order from Buyer which has been accepted by Doble until adequate assurance is received, or (ii) cancel any outstanding orders from Buyer which have been accepted by Doble and treat as a termination by Buyer pursuant to Section 12(b) herein.

3. Security Interest . For all Buyer purchases of any equipment, Buyer hereby grants Doble a security interest in t he Products, and all proceeds thereof and accessions thereto, to secure payment of the purchase price for the Products and all other charges and costs for which Buyer is responsible hereunder. At Doble's direction, Buyer shall, from time to time, do all acts necessary or reasonable to protect Doble's security interest herein created and Buyer shall execute and deliver to Doble all Uniform Commercial Code Financing Statements (“UCCs”) (or in cases where the Products are shipped to countries outside of the USA, such foreign countries functional equivalents of a UCC including the Canadian Personal Property Security Registration System, when applicable) which Doble may deem necessary to protect its rights and interests as set forth herein. Buyer hereby irrevocably constitutes and appoints Doble as its true and lawful attorney-in-fact, in its name, place and stead, to execute, deliver, acknowledge, file or record any and all such Uniform Commercial Code Financing and Continuation Statements. The grant of the foregoing power of attorney is coupled with an interest and shall not be revocable by Buyer until all payments due hereunder (including deferred payments whether evidenced by notes or otherwise) shall have be en made in cash. To the greatest extent possible under applicable law, Doble shall have the remedies of a secured party under the Uniform Commercial Code in force in the Commonwealth of Massachusetts.

4. Shipping, Delivery, and Title . Except as specified in the applicable quotation and/or order confirmation, all Products will be shipped pursuant to Incoterms 2010 Ex- Works, with the delivery site for all continental United States and Canadian shipments being Marlborough, MA, or other applicable Doble facility (identified at time of order). Notwithstanding the foregoing, the delivery site for all Morgan Schaffer Ltd. Products shall be LaSalle, Quebec, and the delivery site for all Manta Test Systems Ltd. Products shall be Mississauga, Ontario unless otherwise identified at the time of order. Except as specified herein this section, title and risk of loss including payment of all transportation and insurance cost pass to Buyer at Doble’s door. Buyer will choose the freight forwarder, customs broker , carrier and means of delivery; provided, however that Doble, in its sole discretion, maintains the ability to reject Buyer’s selection of freight forwarder, customs broker, carrier and means of delivery. If Doble rejects Buyer’s selection of any of the above, Buyer will designate an alternative carrier, broker or means of delivery that is acceptable to Doble. Buyer is responsible for filing any claims with freight forwarders, customs brokers or carriers. If the Products are to be exported, Buyer will be responsible for all export charges, consular and customs declarations and will be responsible for penalties resulting from errors or omissions thereon. Buyer shall not re -export the Product or any goods or items which incorporate the Product if the re-export would violate either United States or Canadian export laws, as applicable.

Notwithstanding that risk of loss of the Products pass to Buyer at Doble’s door, the Products shall remain the personal property of Doble until fully paid for in cash by Buyer pursuant to a bona fide Doble offer for such Products, and, excepting the immediately preceding condition, the Buyer agrees to perform all acts which may be necessary to perfect and assure retention of title to such product by Doble. Any specifications, drawings, plans, notes, instructions, engineering notices, or technical data of Doble furnished to Buyer shall be deemed to be incorporated herein by reference the same as if fully set forth.

Doble shall at all times retain title to all such documents, and Buyer shall not disclose such to any party other than Doble or a party duly authorized by Doble.

If there is any situation where the parties desire to ship using any term different from or additional to Incoterms Ex -Works, such agreement must be explicitly set forth in a separate writing and signed by an officer or other authorized representative of Doble. Doble reserves the right to enter or have its agent enter upon a Buyer’s site to recover any Products not currently purchased or licensed by Buyer but currently located on Buyer’s site. Buyer must expressly declare the final destination of the Products on the applicable purchase order.

5. Inspection and Acceptance . Except with respect to Products sold by Morgan Shaffer Ltd. or as specified in Section 7 hereto, Buyer will promptly inspect a Product upon delivery. No claims for shortages will be allowed unless shortages are reported to Doble, in writing, within 10 days after delivery. Acceptance will be deemed to have occurred no later than 30 days after shipment of such Product.

6. Force Majeure. Doble will not be liable for delays in shipment or default in delivery or any failure to perform due to any cause beyond Doble’s reasonable control including, but not limited to, government action, shortage or labor, raw material, production or transport ation facilities, strike or labor difficulty involving employees of Doble or others, fire, flood, act of God, terrorism, civil unrest, war, riot, embargo, fuel or energy shortage, car shortage, wrecks or delay in transportation, or inability to obtain nece ssary labor, materials or manufacturing facilities from usual sources. In addition, Doble shall not be liable or responsible to the extent Doble’s performance under these terms and conditions is prevented, delayed or hindered by any pandemic, epidemic or outbreak of widespread illness on a local, national or international scale, or any new or escalated circumstances related thereto outside of Doble’s reasonable control, including without limitation quarantines, transportation disruptions, government imposed restrictions, labor shortages or delays or failures of performance by Doble’s suppliers or carriers. In the event of delay in performance due to any such cause, the date of delivery or time for completion will be extended by a period of time reasonably necessary to overcome the effect of such delay.

7. Warranty.

A. Sold Goods. Unless expressly stated otherwise in the applicable quotation, all Products sold by Doble are warranted to be free from defects in material and workmanship for a period of one year after shipment. During the one (1) year warranty period, upon prompt written notice of defect and confirmation that the Product has been stored, integrated, installed, operated and maintained in accordance with Doble’s recommendations and standard industry prac tice, Doble will, at its option, repair or replace any defective products or components thereof at no additional charge. Doble shall be responsible for arranging and paying for shipment of a Product for warranty service to and from Doble’s applicable facility; provided that Buyer shall be responsible for shipping charge(s) in the event that Doble determines any repair(s) are outside of the applicable warranty coverage including, but not limited to, clear mishandling of the Product. Any component of a Good that is sold, but is not marketed by Doble as a Product itself, is hereby a “Part.” All Parts sold by Doble are hereby Goods, except that the warranty period of Parts is limited to six (6) months. Solely regarding Morgan Schaffer Products:
a) such warranty per iod shall be for a period of thirty (30) months from the date of the applicable shipment; b) for repaired or refurbished equipment and spare parts, such period shall be one (1) year from the date of shipment; and c) Morgan Schaffer shall pay for the transportation of returned Goods and Parts to be repaired or replaced during the applicable warranty period.

B. Leased Goods.
i. Definition. For a recurring annual fee, or as otherwise expressly Doble Engineering Company, 123 Felton Street, Marlborough, MA 01752 USA Tel +1 617 926 4900 Fax +1 617 926 0528 www.doble.com 1

agreed by each party to this Agreement in a signed writing, Doble may provide a package of rentable equipment, Services associated with such rental, and benefits. Such combination of rented equipment, Services, and benefits are hereby, collectively, a “Lease” by name, but the legal and practical nature of the Lease shall only be as expressly set forth herein this Agreement.
ii. Perpetual Warranty. For so long as a Lease is renewed by the parties, Doble shall, to the extent reasonably possible, promptly repair, adjust, upgrade, or replace, as Doble in its sole discretion believes the circumstances may warrant, any impaired Leased Goods returned by Buyer to Doble at Marlborough, Massachusetts or other site as expressly directed by Doble:

1. Without charge to Buyer for transportation, including handling costs where applicable, or for Doble's actual cost of repair, adjustment, or replacement, if the impairment is solely occasioned by inherent defect;

2. on payment by Buyer of charges for transportation, including handling costs where applicable, but without charge to Buyer for Doble's actual cost of r epair, adjustment or replacement, if the impairment is primarily occasioned by reasonable wear and tear; and

3. on payment by Buyer of charges for transportation,
including handling costs where applicable, and for Doble's actual cost of repair, adjustment or replacement, if the impairment is primarily occasioned by any cause other than inherent defect or reasonable wear and tear.
iii. Benefits attributable to any Lease shall be as detailed in an applicable Doble- issued Lease quotation.
iv. The option to rent Goods or Services on a yearly basis, or longer, a la carte may also be made available by Doble to Buyer, but, unless expressly stated in the quotation, any rented, but not Leased, Goods are not eligible for the Perpetual Warranty and only include a warranty, Services, or benefits as described in the quotation only.

C. Short-Term Rentals.
i. Definition. Unless otherwise mutually agreed upon in writing, any rental of Doble Goods with an initial rental period of less than 365 days is a “Short-Term Rental”.
ii. To the extent that a Buyer that has executed a Short-Term Rental, such Buyer shall only be eligible for Perpetual Warranty service on such Short-Term Rental if the Buyer is also a current Lease purchaser.

Otherwise, Buyer’s Short- Term Rental shall be entitled to the sold Goods warranty described in paragraph A hereof, except, as to any Short-Term Rental that has not been stored, integrated, installed, operated and maintained in accordance with Doble’s recommendations and standard industry practice, Buyer shall be responsible for all costs associated with transportation, including handling costs where applicable, and for Doble's actual cost of repair, adjustment or replacement.

D. Field and Development Services.
i. Development Services Definit ion. Any Services offered to Buyer by Doble where Doble will develop hardware, software, or
customizations of existing hardware or software, for Buyer are hereby Development Services.
ii. Field and Consulting Services Definition. Any Services offered to Buyer by Doble where Doble must go on site to perform or where Doble is providing consulting Services and such Services are not part of an existing Lease package and do not include Developme nt Services, are hereby Field and Consulting Services.
iii. Standard of Performance. Doble warrants that Development Services and Field and Consulting Services (collectively “FD Services”) will be performed in accordance with generally accepted professional standards. The FD Services warranty period (“FD Warranty Period”) shall be for a period of twelve months from the date of Buyer acceptance, but no longer than fifteen (15) months from Doble’s submission to Buyer of a final test report in the case of Field and Consulting Services or, alternatively, Doble delivery of final deliverables to Buyer in the case of Development Services, whichever comes first. During the FD Warranty Period, upon prompt written notice of nonconforming Service, Doble will reperform the nonconforming Services at no additional charge.

1. All warranty work will be performed during normal working hours.

If Buyer desires expedited warranty service, Buyer agrees to pay overtime for any warranty work performed outside of normal working hours.

2. If Doble is unable or unwilling to reperform the nonconforming Services, or if reperformance does not remedy the
nonconformity, Doble and Buyer shall negotiate an adjustment in the price for the applicable nonconforming Services.

3. Doble only warrants that the FD Services were performed in a professional manner. Except as may otherwise be expressly agreed by both parties in writing, Doble makes no warranty or representation as to the condition of any electrical apparatus or recommendation as to how Buyer should interpret or utilize any final reports or other deliverables.

4. For FD Services involving installation and/or commissioning of Doble or third party instruments, software, or equipment, Doble’s warranty does not apply in the event that Doble has performed, installed, or otherwise implemented the FD
Services upon an electrical apparatus which has changed

subsequent to the performance of the FD Services or has been damaged as a result of accident, misuse, abuse or as a result of modification by anyone other than Doble or an authorized Doble representative.
iv. Acceptance by Buyer. Doble will submit a test report (“Test Report”) to Buyer upon completion of the FD Services. Within thirty (30) days of receipt of the Test Report, Buyer shall notify Doble in writing of any nonconforming FD Services. Doble shall, within a reasonable time, remedy any specified nonconformity in accordance with the warranty obligations of this Section 7(D). If Buyer does not issue a notice of nonconformity, Buyer’s acceptance or the FD Services shall be considered final as of the thirty-first (31st) day following the date of Doble’s submission of the Test Report.

E. In-House Lab Services.
i. Materials Laboratory Services Definition. Any Services offered to Buyer by Doble where Doble will perform in-house testing of a Buyer- submitted oil, dielectric material, or other specimens is hereby “Materials Laboratory Services”.
ii. High Voltage Laboratory Services Definition. Any Services offered to Buyer by Doble’s High Voltage Laboratory where Doble will perform in-house testing or investigations of Buyer -submitted instruments, parts, materials, or other equipment is hereby “High Voltage Laboratory Services”.
iii. Doble warrants that Materials Laboratory Services and Voltage Laboratory Services (collectively “Laboratory Services”) will be performed in accordance with generally accepted professional standards. The warranty period (“Laboratory Warranty Period”) shall be for a period of six (6) months from Doble’s submission to Buyer of the final test report (“Test Report”). During the Laboratory Warranty Period, upon prompt written notice of nonconforming Service, Doble will, where applicable, reperform the Services. If, in Doble’s sole discretion, the results of the reperformance are materially different from the initial results, then the reperformance shall be at no additional charge to Buyer. However, if reperformance yields materially the same results, the Buyer will be responsible for the purchase of a second testing.

1. All warranty work will be perfor med during normal working hours. If Buyer desires expedited warranty service, Buyer agrees to pay overtime for any warranty work performed
outside of normal working hours.

2. If Doble is unable or unwilling to reperform the
nonconforming Services, or if reper formance does not
remedy the nonconformity, Buyer may inspect all records relating to any testing provided such inspection occurs during the Laboratory Warranty Period.

3. Doble only warrants that the Laboratory Services were performed in a professional manner. Except as may otherwise be expressly agreed by both parties in writing, Doble makes no warranty or representation as to the condition of any samples, parts, instruments, or other equipment or
recommendation as to how Buyer should interpret or utilize any Test Reports or other deliverables.

4. All samples, parts, instruments, or other equipment shipped to Doble for Laboratory Services shall be shipped to, and, if to be returned, from, Doble at Buyer’s sole expense and risk of loss iv. Acceptance by Buyer. Doble will submit a test report (“Test Report”) to Buyer upon completion of the Laboratory Services.

Within thirty (30) days of receipt of the Test Report, Buyer shall notify Doble in writing of any nonconforming Laboratory Services.

Doble shall, within a reasonable time, remedy any specified nonconformity in accordance with the warranty obligations of this Section 7(E). If Buyer does not issue a notice of nonconformity, Buyer’s acceptance or the Laboratory Services shall be considered final as of the thirty -first (31st) day following the date of Doble’s submission of the Test Report.

F. Doble-Hosted Software Services. All software-based services hosted by Doble shall be warrantied as detailed in the applicable end user license agreement for such Product.

G. Other Services. All other Services not detailed in this section shall be warrantied only as detailed in the applicable quotation for such Services.

H. THE FOREGOING LIMITED WARRANTIES OF THIS SECTION

ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES

NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR

IMPLIED BY OPERATION OF LAW OR OTHERWISE,

INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE

OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR
USAGE OF TRADE. IN NO EVENT SHALL DOBLE BE LIABLE TO

BUYER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR

CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS THE

RESULT OF, THE SALE, DELIVERY, NON- DELIVERY,

SERVICING, PERFORMANCE, FAILURE TO PERFORM,

ASSEMBLY, USE, LOSS OF USE OR FAILURE OF THE

PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES

OR EXPENSES OF ANY NATURE INCURRED, OR ANY DAMAGE

OR LOSS OR LOSS OF USE OF PROPERTY, EQUIPMENT OR

POWER SYSTEMS OR THE COST OF CAPITAL OR THE COST OF

PURCHASED OR REPLACEMENT POWER OR TEMPORARY

EQUIPMENT EXPENSES, LOST PROFITS, LOST
Doble Engineering Company, 123 Felton Street, Marlborough, MA 01752 USA Tel +1 617 926 4900 Fax +1 617 926 0528 www.doble.com 2

SAVINGS, OR OTHER DAMAGES ARISING OUT OF THE USE OF

OR INABILITY TO USE THE PRODUCT, EVEN IF DOBLE MAY
HAVE BEEN NEGLIGENT. IN NO EVENT SHALL DOBLE'S

LIABILITY UNDER ANY CLAIM MADE BY BUYER EXCEED

THE FACE VALUE OF THE PURCHASE ORDER IN RESPECT OF
WHICH DAMAGES ARE CLAIMED. THIS LIMITED WARRANTY

DOES NOT EXTEND TO ANY PRODUCTS WHICH HAVE BEEN

DAMAGED AS A RESULT OF ACCIDENT, MISUSE, ABUSE, OR

AS A RESULT OF MODIFICATION BY ANYONE OTHER THAN
SELLER OR AN AUTHORIZED SELLER REPRESENTATIVE.
i. The remedies of the Buyer set forth herein are exclusive. No action, regardless of form, arising out of the transactions under this contract may be brought by Buyer more than one (1) year after the cause of action has accrued. Any Products supplied by Doble but
manufactured by others are warranted only to the extent of the manufacturer’s warranty. Any claim for breach or warranty or other action relating to the Products must be commenced by Buyer within one year after the date of shipment of the Products.
ii. Doble warrants that any Product purchased by Buyer hereunder will be delivered free of any and all rightful claims, demands, liens or encumbrances. In the event of claim regarding defect to title, Buyer shall promptly notify Doble and Doble, at its expense, will defend the title to any affected Product or part and if unsuccessful will promptly provide t o Buyer at no cost, replacement parts or equipment which complies with this warranty.

8. No Rights in Doble’s Trademarks. Buyer shall not have any ownership right, title or interest, express or implied, in the intellectual property, trademarks, trade names, service marks, logotype, advertising and/or designs, markings or other commercial symbols associated with the Products, including but not limited to the name “Doble” (collectively, “Trademarks”) and expressly acknowledges Doble’s exclusive right, title and interest in the Trademarks.

9. Patent Infringement.

A. Doble shall, at its expense, defend any suit brought against Buyer based on a claim that any Product furnished by Doble pursuant to this Agreement constitutes an infringement of any United States or Canadian patent, and Doble shall pay all judgments and costs recovered against Buyer in any such suit and shall reimburse Buyer for costs or expenses incurred by Buyer in the defense of any such suit, provided that Buyer gives Doble prompt notice of such suit, reasonable assistance in the defense thereof, and full opportunity to control all aspects of the defense thereof, including settlement. In the event such Product is held to constitute infringement, and the use of the Product is enjoined, Doble shall, at its option: (1) procure for Buyer the right to continue using the Product; (ii) replace it with non - infringing Product; (ii) modify it so it becomes non- infringing; or (iv) refund the price paid by Buyer for the Product and direct the Buyer to return the Product, at Doble’s expense or to destroy the Product.

B. Doble's liability for patent infringement shall not apply to: (i) any Products supplied according to any custom design specified or required by Buyer; or (ii) any Modifications of or to the Product or combinations of the Product with another product not furnished by Doble. If a suit is brought against Doble on account of the items set forth in this section 9B(i) or (ii) above, Buyer shall indemnify Doble in the same manner and to the same extent that Doble would indemnify Buyer pursuant to paragraph 9A.

10. Transfer of Products by Buyer . In the event Buyer transfers to a third party any purchased Product supplied hereunder or any right or interest therein, Buyer agrees to indemnify, defend and save Doble harmless from any and all liability of Doble to such transferee or any subsequent transferee in excess of what Doble’s liability would have been if such transferee had been bound by these Terms and Conditions of Sale in the same manner as Buyer.

11. Delay or Termination.

A. Delay requested by Buyer . Buyer may request that the delivery date for an order or for certain Products within an order be delayed or rescheduled.

If Doble accepts such request and delays or resc hedules shipment or performance, Buyer agrees to pay Doble for any fees Doble may charge and/or costs Doble incurs for accepting such delay or rescheduling. In addition, if the prices of the Products change during the period in which delivery of the order is delayed, Doble shall be entitled, at its option, to charge Buyer the prices in effect at the time the Products are shipped or performed, instead of the prices in effect at the time the order was placed.

Any order held, delayed, or rescheduled beyond a reasonable period of time may be treated by Doble as a Buyer termination under section (b) below.

B. Termination of Orders by Buyer. Products cannot be returned, and orders once accepted cannot be cancelled, without Doble’s prior specific written consent (and at Doble’s sole and absolute discretion). Goods authorized for return and/or Doble approved cancellation orders shall be subject to handling, restocking and/or cancellation charges which will include indemnification of Doble against all direct in cidental and consequential loss or damage including but not limited to: direct costs; overhead and other costs which are allocable or apportionable under reasonable accounting practices to the order; storage fees; handling and transportation costs; materia l or personnel expenses of Doble; and lost profits. Payment for restocking and cancellation charges shall be made within 15 days from date of invoice. Buyer shall be responsible for any loss related to or any additional fees that may become applicable due to Buyer’s failure to return any Goods to Doble with a clearly marked, Doble-issued, return merchandise authorization (RMA) number,

regardless of whether such Goods was received by Doble. Unless otherwise specified in the applicable quotation , in the case of Lease, rented equipment, and other ongoing Services extending for a year or more, Buyer’s order for such Services shall automatically renew at Doble’s then current rates at the end of any term unless Buyer advises Doble of its desire to terminate prior to 60 days before the end of a current billing term.

C. Delay for reasons beyond Doble’s Control. When Products are ready for shipment and shipment cannot be made because of reasons beyond Doble’s control, Doble shall submit an invoice for such Products payable upon receipt thereof and shall, upon written notice to the Buyer, store such Products for Buyer’s benefit. In such event, the following conditions shall apply: (i) Products will be stored in a segregated area and tagged as property of Buyer; (ii) Risk of loss of the Products shall pass to the Buyer upon moving the Products to the segregated storage area; and (iii) All expenses incurred by Doble in connection with the storage of products, including demurrage, the cost of preparation for storage, storage charges, insurance if placed, and handling charges shall be payable by the Buyer upon submission of invoices by Doble.

D. Termination of Orders by Doble . For any material breach of these terms and conditions by Buyer, Doble shall have the right to cancel any order at any time without penalty by written notice to the Buyer.

12. Buyer’s Premises . If in connection with the sale of the Products, Doble is required to perform any work in Buyer’s premises, Buyer will be solely responsible for isolation and disconnection of any equipment or apparatus to be tested, if applicable. Buyer will be responsible for the supervision, control, health and safety of Buyer’s personnel. Buyer will comply with and ensure that its personnel are properly trained and licensed under all laws and regulations relating to health, safety and/or the environment that are applicable in the Buyer’s country and jurisdiction including federal, state, and local laws (or international equivalent) and any revisions to such laws or successor legislation.

In the event Buyer fails to provide a working environment that meets the requirements set forth herein, such failure is hereby deemed a material breach and Doble has the right to terminate any such order in accord with Section 11(D).

13. Product Notices. Buyer shall provide all direct users or purchasers of any Doble equipment (including its employees) with all Doble supplied product notices, warnings, instructions, recommendations, and similar materials.

14. Limitation on Assignment . Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other except that Doble shall have the right to subcontract or delegate any portion of its obligations to any party or assign all its rights and obligations to any company with which it is affiliated or to any corporation into which it shall be merged, with which it shall be consolidated, or by which it, or all or substantially all of its assets, shall be acquired.

15. Choice of Law . The rights and rem edies of the parties hereunder shall be governed by the laws of the Commonwealth of Massachusetts without regard to the choice-of-law rules thereof, and the parties agree that jurisdiction and venue for any action arising out of the terms and conditions herein shall be exclusively in state or federal courts located in Massachusetts, United States of America.

Prior to initiation of any legal action by either party, the parties shall attempt in good faith to resolve any dispute promptly by negoti ation between their duly authorized representatives. In connection with such negotiations, the parties agree to honor reasonable requests for information and to meet within 30 days of a request by the other party at a mutually acceptable time and place.

Notwithstanding the provisions of this section, (i) in the case where the Doble contracting party is Morgan Shaffer Ltd. and provided that the applicable transactions solely take place within Canada, the rights and remedies of the parties hereunder shall be governed by the laws of the Province of Quebec, Canada and the federal laws of Canada applicable therein; and (ii) in the case where the Doble contracting party is Manta Test Systems Ltd. and provided that the applicable transactions solely take place with in Canada, the rights and remedies of the parties hereunder shall be governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein.. For greater certainty, the United Nations Convention on Contracts for the International Sale of Goods, including its adoption by the Province of Ontario under the International Sales of Goods Act (Ontario), shall not apply to the Agreement.

16. Compliance with Laws. Each party agrees to comply with all applicable local, state and federal laws and executive orders and regulations in the performance of this Agreement. Each party shall indemnify the other party against any loss, cost, damage or liability by reason of such party’s violation of this section.

17. Legal Fees . In the event of any litigation arising herefrom, Doble shall be entitled to recover from Buyer all reasonable legal fees, costs and expenses incurred by Doble in enforcing any of Doble's other rights hereunder.

18. Waiver. Waiver by Doble of any breach of these terms and conditions shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right which may be exercised at any subsequent time.

19. Confidentiality. In connection with the performance of this Agreement, the parties may share and/or exchange proprietary, sensitive and confidential business information with one another. This may include, but is not limited to, know-how, documents, designs, drawings, processes, bills of material, specifications, proposed pricing or other information that is conspicuously marked as proprietary (“Proprietary Information”). Without limiting the generality of the foregoing definition, the parties specifically acknowledge that all Buyer specific information relating to Buyer’s assets is deemed Proprietary Information. Each party is required to hold the other party’s Proprietary Information in the strictest confidence; to protect it from disclosure and Doble Engineering Company, 123 Felton Street, Marlborough, MA 01752 USA Tel +1 617 926 4900 Fax +1 617 926 0528 www.doble.com 3

unauthorized use; to not release it to any third party wit hout the disclosing party’s express written consent; and to only use such Proprietary Information in connection to perform its obligations under this Agreement. Doble will be permitted to retain technical data for the sole purpose of creation of statistical models showing representative characteristics of operating data, but without any specific links or identification to the Buyer, the Buyer’s Assets or configuration in which the asset was originally linked.

20. Exceptions and Special Terms . Subject to Section 1, no requested alterations to the terms of this Agreement shall be valid except by Doble’s expre ss authorization. Any such mutually agreed- upon alterations to the terms of this Agreement shall be set forth in a separate schedule, which shall be deemed Schedule A to this document and will and must be signed by both parties and include the full legal n ames of both parties and the date of signing. Such Schedule A shall be effective as to the later of the two dates in the signature block.

21. Entire Agreement. This document, together with the applicable quote and/or order confirmation, contains the entire agreement between Doble and Buyer and constitutes the final, complete and exclusive expression of the terms of the agreement, all prior or contemporaneous written or oral agreements or negotiations with respect to the subject matter hereof being mer ged herein.

22. Severability. In the event that any provision hereof shall violate any applicable statute, ordinance, or rule of law, such provision shall be ineffective to the extent of such violation without invalidating any other provision hereof.

Notwithstanding the foregoing, to the extent the rights and remedies hereunder are governed by Canadian law in accordance with Section 15, if any section, subsection, sentence or clause hereof shall be adjudged illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of these terms and conditions as a whole or of any article, subsection, sentence or clause hereof not so adjudged, and the remaining terms and provisions of this shall remain unimpaired and in full force and effect.

23. Timely On-Site Performance by Doble. Any timely on- site performance by Doble is contingent upon Buyer providing Doble with: (i) an appropriate work area; (ii) unrestricted access to Buyer’s assets (which will be isolated and disconnected by Buyer, if applicable); (iii) all required technical information and data, including drawing approvals, and required commercial documentation; (iv) removal or remedy of obstructions to or interruptions in the performance of the Services; (v) any special instrument necessary for the performance of the Services as specified in the quotation and (vi) the support of Buyer’s employees, asneeded.

24. Choice of Language . The parties have requested and do hereby confirm their request that the present contract be in English only. LES PARTIES DECLARENT QU'ILS ONT EXIGÉ ET PAR LES PRESENTS
CONFIRMENT LEUR DEMANDE QUE CE CONTRAT SOIT REDIGÉ EN
ANGLAIS SEULEMENT.

Doble Engineering Company, 123 Felton Street, Marlborough, MA 01752 USA Tel +1 617 926 4900 Fax +1 617 926 0528 www.doble.com 4

COUNCIL COMMUNICATION
CC #:
3383
File #:
0203-05
Title:

Very High Frequency Radio System Support - Sole Source Contract Purchase Agreement
Contact:

Karl Grover 916-774-5145 [email protected]

Meeting Date: 6/19/2024
Item #: 7.6.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to authorize the City Manager to execute a Contract Purchase Agreement with Silke Communications for two years of enhancement and support on the Very High Frequency (VHF) radio system.

BACKGROUND
The VHF radio system is used by the Fire and Police Departments to enable personnel to communicate with other agencies during daily interactions as well as significant mutual aid incidents. In addition, the VHF system is used as a method for fire station alerting and as a backup to the 800MHz radio system.

The recommended agreement is a sole-source contract because Silke Communications is in the process of updating Fire and Police interoperability radio systems with engineered work and there are additional efforts needed to complete the update process. Also, this work must be provided by Silke Communications to remain under manufacturer warranty. The support coverage is from July 1, 2024 through June 30, 2026. The contract is based on time and materials and will not exceed $150,000.

FISCAL IMPACT
Support and maintenance of the VHF system is budgeted in the FY2024-25 budget of the Information Technology Operations Fund.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. A contract purchase agreement for VHF system support meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community
Goal E - Deliver exceptional city services
Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Karl Grover, Information Technology Program Manager
Hong Sae, Chief Information Officer

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-202
SilkeCom Signed Agreement
RESOLUTION NO. 24-202

APPROVING A SOLE SOURCE CONTRACT PURCHASE AGREEMENT, BY AND

BETWEEN THE CITY OF ROSEVILLE AND SILKE COMMUNICATIONS SOLUTIONS, INC., AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT

ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a sole source contract purchase agreement (3003747) for Very High Frequency (VHF) radio system support, by and between the City of Roseville and Silke Communications Solutions, Inc., has been reviewed by the Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said contract purchase agreement is approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR

ATTEST:

City Clerk
Contract Purchase Agreement 3003747
Supplier Details:

Company Silke Communications Solutions Inc
Contact Pam Jones
Address 4025 Vista Park Ct Ste B
Sacramento, CA 95834
Submit your response to:

Company City of Roseville
Contact Tiffany Valdez
Address Purchasing Division
311 Vernon St
Roseville, CA 95678
Phone (916) 746-1109
Fax (916) 746-1115
E-mail [email protected]
This Contract Purchase Agreement is sent for your review and acceptance. Notify the Buyer via email of any needed changes to the company name, address, and contact information. The Buyer will update the agreement prior to you signing the document.

Return signed copies of the agreement to the Buyer noted on the agreement. Alterations or modifications to the agreement are not allowed. Upon receipt of all necessary documents, the City will sign the agreement and return a fully executed copy to you. Receipt of the signed copy will be your notice to proceed with the work in accordance with the terms and conditions of the agreement. Work must not begin until the contract has been fully executed.

The following guidelines must be followed for the signature block on the agreement:

Sole proprietorship - By owner
Partnership - Any general partner
Corporation - Two options:
(1) A signature from the President and the corporate seal; OR (2) One signature from the Chairman of the Board, President, or any Vice President AND one signature from the Secretary, any Assistant Secretary, Chief Financial Officer, or any Treasurer or Assistant Treasurer of the corporation
*General Manager, Office Manager and/or Sales Manager are not corporate officer titles. The agreement will be rejected if not signed in accordance with these guidelines.

Insurance requirements:

The City's insurance requirements are referenced on Attachment A of the agreement. By signing the agreement, you are confirming that your company has the minimum insurance limits required. 1 DocuSign Envelope ID: 0140911F-F194-4E7E-81A2-E7D7B365AA0F Contract Purchase Agreement 3003747
Agreement 3003747
Agreement Date 21-MAY-2024
Revision 0
Agreement Amount 150,000.00 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier Silke Communications Solutions Inc
Phone:

Fax:

Email:
(916) 774-5488
(916) 784-3796
[email protected]
Phone:

Fax:

Email:
4025 Vista Park Ct Ste B
Sacramento, CA 95834
(925) 766-6501
()
[email protected]
Description of
Labor,
equipment
and/or materials

VENDOR SHALL PROVIDE ON-CALL RADIO COMMUNICATIONS SERVICES FOR

THE CITY OF ROSEVILLE'S VHF COMMUNICATIONS SYSTEM IN ACCORDANCE

WITH THE ATTACHED SILKE COMMUNICATIONS VHF AND ON CALL SERVICES SOW DATED 4/29/24. ALL WORK MUST BE QUOTED AND APPROVED IN

ADVANCE BY AN AUTHORIZED MEMBER OF THE INFORMATION TECHNOLOGY DEPARTMENT.

PLEASE CONTACT KARL GROVER AT 916-774-5145 OR BY EMAIL AT [email protected] FOR QUESTIONS REGARDING THIS
AGREEMENT.
*The total amount listed is an approximation only. The City does not guarantee whatsoever the actual value of this contract.

Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 14981 Net 30 Freight on Board at the destination Destination Best Method Start Date End Date Confirm To
01-Jul-2024 30-Jun-2026 Tiffany Valdez Phone 1-916-746-1109 Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office. 2 DocuSign Envelope ID: 0140911F-F194-4E7E-81A2-E7D7B365AA0F Contract Purchase Agreement 3003747

Contract Terms and Conditions

1. To the fullest extent allowed by law, Consultant agrees to indemnify, including the cost to defend City, and its officers, agents, employees and volunteers from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant and its agents in the performance of services under this contract, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by City or the agents, servants, or independent contractors who are directly responsible to City, or arising from the active negligence of City.

Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

2. Consultant is an independent contractor, and shall not be considered an officer, agent, or employee of the City.

3. Without the written consent of the City, this Agreement is not assignable by Consultant either in whole or in part.

4. Time is of the essence of this Agreement.

5. At any time during the term of this Agreement, the City has the right to terminate this Agreement, provided Consultant is given thirty (30) days written notice. City's termination shall be without further liability to City; however, Consultant shall be entitled to all costs reasonably incurred prior to the date of termination. Consultant acknowledges that City may terminate this Agreement should funds not be appropriated by its governing body to continue services under this Agreement.

6. This Agreement may only be amended or modified in writing. It is integrated and contains the complete understanding of the parties.

7. All equipment, supplies and services sold to the City of Roseville shall conform to the general safety orders of the State of California.

8. Unless notified to the contrary, in writing, the City assumes that the Consultant has accepted the work in accordance with the plans and specifications (if any) and agrees to do the work in compliance with this Agreement. Any work product created for City pursuant to this Agreement is deemed owned by City.

9. All prevailing wages and fair employment practices must be adhered to. For prevailing wage contracts over $25,000, copies of certified payroll must be submitted with invoices. Prevailing wage rates may be obtained from the State Department of Industrial Relations and/or the following website address:
http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm . In compliance with Labor Code Section 1773.2, as may be amended from time to time, Contractor shall cause a copy of this website to be posted at each jobsite, as applicable.

10. Consultant agrees to the below insurance requirements:
a. Unless otherwise specified, the Consultant shall maintain the policies of insurance outlined in Attachment A, incorporated herein by this reference, in full force and effect during the term of this Agreement. The City of Roseville retains sole discretion in determining the types and proper levels of insurance coverage. b. Form. Consultant shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a claims made basis is subject to the approval of Risk Management and the City Attorney. c. Additional Insureds. Consultant shall also provide a separate endorsement or section of the policy showing City, its officers, agents, employees, and volunteers as additional 3 DocuSign Envelope ID: 0140911F-F194-4E7E-81A2-E7D7B365AA0F Contract Purchase Agreement 3003747

insureds for each type of coverage, except for Workers' Compensation and Professional Liability. Such insurance shall specifically cover the contractual liability of Consultant.

The additional insured coverage under the Consultant's policy shall be primary and noncontributory, as evidenced by a separate endorsement or section of the policy and shall not seek contribution from City's insurance or self-insurance. In addition, the additional insured coverage shall be at least as broad as the Insurance Services Office (ISO) CG 20 01 Endorsement. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be:
(1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater.
d. Cancellation/Modification. Consultant shall provide thirty (30) days written notice to City prior to cancellation or modification of any insurance required by this Agreement. e. Umbrella/Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and excess insurance. Any excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract) before City's own insurance shall be called upon to protect it as a named insured.
f. Subconsultants. Consultant agrees to include in its contracts with all subconsultants the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subconsultants work.

Furthermore, Consultant shall require its subconsultants to agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Additionally, Consultant shall obligate its subconsultants to comply with these same provisions with respect to any tertiary subconsultant, regardless of tier. A copy of City's indemnity and insurance provisions will be furnished to the subconsultant or tertiary subconsultant upon request.
g. Self-Insured Retentions. All self-insured retentions (SIR) must be disclosed to Risk Management for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.
h. Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer of Consultant may acquire from Consultant by virtue of the payment of any loss under a Workers Compensation, Commercial General Liability or Automobile Liability policy.

All Workers Compensation, Commercial General Liability and Automobile Liability policies shall be endorsed with a waiver of subrogation in favor of City, its officers, agents, employees, and volunteers for all worked performed by Consultant, its employees, agents, and sub consultants.
i. Liability/Remedies. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve Consultant of liability in excess of such coverage, nor shall it preclude City from taking such other actions as are available to it under any other provisions of this Agreement or law.

11. Consultantshall comply with all federal, state, local laws, ordinances, and policies as may be applicable to the performance of services under this Agreement. Failure to comply with local ordinances may result in monetary fines and cancellation of this Agreement.

12. In the event that the terms of any attachment or exhibit conflict with any terms of this Agreement, the terms of this Agreement shall control.

13. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ". pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if 4 DocuSign Envelope ID: 0140911F-F194-4E7E-81A2-E7D7B365AA0F Contract Purchase Agreement 3003747

such facsimile or ".pdf" signature page were an original thereof.

14. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action shall be entitled to recover its reasonable litigation expenses, including but not limited to, court costs, expert witness fees, discovery expenses, and attorneys' fees. Any action arising out of this Agreement shall be brought in Placer County, California, regardless of where else venue may lie. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

15. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.

16. If any of the provisions contained in this Agreement are for any reason held invalid or unenforceable, such holding shall not affect the remaining provisions or the validity and enforceability of the Agreement as a whole.

17. For purposes of this Agreement, the terms "Contractor," "Consultant," and "Supplier" are used interchangeably.

18. Consultant agrees that any and all information furnished by City shall be deemed proprietary and confidential. All such information, to the extent previously, presently, or subsequently disclosed to Consultant and/or processed and derived by Consultant services is the property of City and such property shall be deemed and treated as "Confidential Information" of City.

Consultant acknowledges that such Confidential Information may contain information provided and/or generated by third-parties. Consultant agrees that such Confidential Information shall not be disclosed to any third party without written permission from City, except as required by law. Consultant shall not use the Confidential Information except to perform Consultant's services as directed by City.

19. All facilities, devices, networks, and services used to store, deliver, process, backup or purge Confidential Information will employ administrative, physical, technical, and procedural safeguards and best practices at a level sufficient to secure Confidential Information from unauthorized access, destruction, use, modification, or disclosure. Such measures will be no less protective than those used to secure Consultant's own information of a similar type, and in no event less than reasonable in view of the type and nature of the information involved. It is the City's expectation that Consultant, at its own expense, shall perform annual audits for any data centers that house Confidential Information, using an independent third-party audit that meets industry standards applicable to the services under this Agreement, and provide the audit report or certification upon request to City.

20. Consultant will retain Confidential Information until deleted by City or City-authorized third party, or for a time period mutually agreed upon by the parties to this Agreement.

21. Upon termination or expiration of this Agreement, Consultant will ensure that all Confidential Information is securely transferred to City within thirty (30) calendar days. Consultant will ensure that any transfer of Confidential Information is accomplished by methods that are compatible with the relevant City systems, and that City will have access to all Confidential Information during any such transfer. Consultant shall securely dispose of all Confidential Information when requested by City and Consultant will provide written notification to City once all Confidential Information has been securely disposed of.

22. Consultant shall report to City any data compromise or unauthorized access to Confidential Information within twenty-four (24) hours after Consultant discovers such data compromise or unauthorized access. Consultant will take commercially reasonable measures to address any such data compromise or unauthorized access in a timely manner. Except as otherwise required by law, Consultant will not provide notice to end users or other entities of any such data compromise or unauthorized access without written permission from City. Consultant will promptly reimburse City in full for all fees and costs incurred by City in any investigation, remediation or litigation resulting from any such data compromise or unauthorized access, including identity protection and restoration services for each person, who in the City's sole discretion, could be impacted by identity theft. 5 DocuSign Envelope ID: 0140911F-F194-4E7E-81A2-E7D7B365AA0F Contract Purchase Agreement 3003747

23. Consultant may not advertise that City is a client, list City as a reference or otherwise use City's name, logos, trademarks, or service marks without prior written permission from City.

24. Consultant acknowledges that services rendered under this agreement (including but not limited to service levels and operational levels) shall be performed in accordance with industry standards.

25. If the project referenced on this agreement is a Public Works project, then the following shall apply: No contractor or subcontractor may work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. During the performance of this agreement, Contractor and its subcontractors shall have a continuing legal obligation to maintain current registration with the Department of Industrial Relations.

Contractor is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

26. If the project referenced on this agreement is a Public Works project, then the following shall apply: Contractor must submit all claims as defined in and in accordance with the claim resolution process set forth in Section 9204 of the Public Contract Code. Each such claim must be sent to the City by registered mail or certified mail with return receipt requested and must contain reasonable documentation to support the claim. All claims must be received prior to acceptance of the work.

27. Contractor/consultant's duties and services under this agreement shall not include preparing or assisting the public entity with any portion of the public entity's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the public entity. The public entity entering this agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor/consultant's participation in the planning, discussions, or drawing of project plans or specifications, if any, shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor/consultant shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement.

28. Consultant certifies that Consultant, its employees, directors, officers, agents, subcontractors, vendors, and volunteers are not presently debarred, excluded, suspended, declared ineligible, voluntarily excluded, or proposed for debarment, exclusion, suspension, or ineligibility by any federal, state, or local department or agency.

29. The Levine Act (Govt. Code, Section 84308) requires a Party (and its agent(s), if any) to a Proceeding before the City of Roseville that involves any action or consideration related to their contract, license, permit, or other entitlement for use, to disclose any campaign contributions made to City elected or appointed officers totaling more than $250 within the twelve (12) months prior to the City decision and while a proceeding is pending, and includes certain prohibitions on contribution activity thereafter. If applicable campaign contributions have been made by Contractor and/or its agent(s), Contractor is responsible for compliance, including for its disclosure obligations, if any, as further described at: https://www.roseville. ca.us/government/departments/city_clerk/transparency/levine_act.

30. This Agreement may be amended via change order, but only if such change order is made in writing, approved by the City, and signed by both parties.

31. CONSULTANT agrees to defend and indemnify CITY if, despite the parties intent and practice, any venue, agency, or court with competent jurisdiction determines that CONSULTANT and/or any of its agents, officers, employees, volunteers, independent contractors, or subcontractors, are characterized as employee(s) of CITY.

CONSULTANT and CITY agree that: (a) CONSULTANT is free from the control and direction of CITY in connection with the performance of the work; (b) CONSULTANT is providing services directly to CITY; (c) CONSULTANT has and will maintain at all relevant times a business license; (d) CONSULTANT maintains a business location that is separate from CITY; (e) CONSULTANT is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) 6 DocuSign Envelope ID: 0140911F-F194-4E7E-81A2-E7D7B365AA0F Contract Purchase Agreement 3003747

CONSULTANT actually contracts with other businesses to provide the same or similar services and maintains a clientele without restrictions from CITY; (g) CONSULTANT advertises and holds itself out to the public as available to provide the same or similar services; (h) CONSULTANT provides its own tools, vehicles, and equipment to perform the services; (i) CONSULTANT has negotiated its own rates; (j) CONSULTANT set its own hours and location of work in accomplishing CITY's on-call needs; and (k) CONSULTANT has the right to control the manner and means of accomplishing the result desired and exercises its own expert independent judgement.

The supplier named hereon by the acceptance of this order agrees to the provisions of this document titled "Contract Purchase Agreement" and all accompanying terms, conditions, and attachments.

Roseville Business License No. ____________________________________ Contractor License No. ____________________________________________ DIR Registration No. _______________________________________________ Check mark the applicable company type below:
___________ Corporation
___________ Limited Liability Company
___________ Partnership
___________ Sole Proprietor
City reserves the right to withhold any payments to Consultant in the event of noncompliance with insurance requirements or if required by law.

Information Technology T&C
REV 3/21/24 JS

7 DocuSign Envelope ID: 0140911F-F194-4E7E-81A2-E7D7B365AA0F

1000546270

1057507
X
00842372
Contract Purchase Agreement 3003747

ATTACHMENT A

HUMAN RESOURCES/RISK MANAGEMENT DIVISION

INSURANCE REQUIREMENTS

AGREEMENT OVER FORMAL BID LIMIT OR INVOLVING HIGH RISK ACTIVITIES General - Required Coverage/Documentation
● General Liability: $1 Million per occurrence /$2 Million aggregate ● Automobile Liability: $1 Million combined single limit ● Workers' Compensation: Statutory *Must provide a Waiver of subrogation ● Additional Insured Endorsement (AIE) - General Liability policy: CG 20 38 04 13 or an equivalent, blanket endorsement or section of the policy. Endorsement shall cover the City of Roseville, its officers, agents, employees and volunteers as additional insured. ● Policies must be primary and non-contributory
● A 30 day notice of cancellation must be provided
● List certificate holder as: The City of Roseville - Insurance Compliance, PO Box 100085-R1, Duluth, GA 30096
Additional Liability/Insurance Requirements if required by Agreement (and marked below):

Construction:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Design Professional:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Professional Liability:
$2 Million/occurrence
Professional Consultant:____
Professional Liability:
$1 Million/occurrence
IT Services:___x_Professional Liability:
$1 Million/occurrence
No auto required
Hazardous Materials:____
Pollution Liability:
$1 Million/occurrence
Special Events/Caterers-Vendors:____
No auto required
No workers' comp required
Professional Counseling/ Psychological:____
Professional Liability:
$1 Million/occurrence
No auto required
8 DocuSign Envelope ID: 0140911F-F194-4E7E-81A2-E7D7B365AA0F Contract Purchase Agreement 3003747

Pyrotechnics:____
General Liability:
$5 Million/occurrence
$10 Million aggregate
Auto - $2 Million/occurrence
Chemical/Environmental:____
General Liability:
$3 Million/occurrence
$6 Million aggregate
Pollution – $2 Million/Occurrence
Auto - $2 Million/Occurrence
Insurance Submission Process
The City of Roseville Human Resources/Risk Management Department uses a service called EBIX to manage our insurance certificate tracking.

How It Works
● The vendor's contact information is entered into EBIX. EBIX will contact the vendor to request proof of insurance.
● The Vendor can forward the request to their Insurance Agent(s) if necessary. ● Vendor/Insurance Agent submits insurance to EBIX by email to [email protected] or by fax to (770) 325-5727. After faxing or emailing the certificate, please DO NOT send the certificate by mail to EBIX. Please do not mail, email or fax any certificates to the City of Roseville. ● Once submitted, EBIX reviews the insurance documentation. If there are deficiencies, EBIX will send a follow up letter or email requesting additional information.

Questions Regarding Insurance Submission: Contact EBIX at (951) 652-4239 Questions Regarding Insurance Requirements Contact Risk Management at (916) 774-5202

9 DocuSign Envelope ID: 0140911F-F194-4E7E-81A2-E7D7B365AA0F Contract Purchase Agreement 3003747

Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ City of Roseville, A Municipal Corporation
Signature:______________________________________________ Print Name: Dominick Casey
Title: City Manager
Date:__________________________________________________ 10 DocuSign Envelope ID: 0140911F-F194-4E7E-81A2-E7D7B365AA0F CFO
President
James Silke
5/21/2024
Max Tarqueza
5/22/2024
04/29/2024
VHF and On Call Services SOW
City of Roseville On Call Service Services, VHF
Silke Communications will provide radio communicatio ns on call services for The City of Roseville’s VHF communications system. These services include, but are not limited to,

1. Annual preventative maintenance on VHF System Equipment.

2. Scheduled and on call repair services to VHF transmitters & receivers.

3. Scheduled and on call repair services to UHF link station.

4. Scheduled and on call repair services to voter equipment.

5. Scheduled and on call repair services for VHF to dispatch interface equipment.

6. Scheduled and on call repair services for the VHF simulcast system equipment.

7. Scheduled and on call repair services for Fire Station VHF radios and ring down equipment.

8. Other VHF radio services as requested by the City of Roseville.

DocuSign Envelope ID: 0140911F-F194-4E7E-81A2-E7D7B365AA0F City of Roseville Service Call Out Procedures
City of Roseville On Call Service Call Out Procedures
An authorized member of City of Roseville will initiate a Radio Service Call Our Procedure.

As of Q1-2020 the following members of City of Roseville are approved to initiate a radio service call out:
• K arl Grover
• P aul Ruiz
• T ristan Skraber
Normal Business Hours:

Call the Sacramento Shop at 916-245-6555
After Business Hours:

Call the main toll free Silke number and select the “California Technician on Call” at 855-GoSilke (855-467-4553)
Service Request:

Who: Identify yourself as a City of Roseville member.

What: Quick report on what the problem is.

Where: Quick report on where the problem is.

When: Quick report on when the failure was noticed or occurred Point person and call back number: Who should we work with (if other than the reporting person) for resolution and their contact number?
This call gets the process rolling with the Silke Com Team. We will initiate our call out tree to ensure the best and closest resource will be responding to the problem.

Then, if possible, please have the reporting person follow up with an email to [email protected] with any additional information, cell phone picture s, additional
information, etc.

DocuSign Envelope ID: 0140911F-F194-4E7E-81A2-E7D7B365AA0F Hourly rates for On Call Service
Field Technician during normal business hours
System Technician during normal business hours
$196.65 an hour
$356.50 an hour
After hour rates are at 1.5 times normal hourly rates.

The Field Technician rate is applicable to tasks such as radio & antenna installation, repeater/voter equipment installation, radio program loading, basic troubleshooting (coax, SWR, physical wire connections), radio system clean up (tracing coax and wires, labeling, connectors, grounding), voter connections down and similar tasks.

The Systems Technician rate is applicable when a technician is actively working on “the system”. Tasks such as programming the comparators and voters, tuning combiners, troubleshooting complex problems (voter is down and does not come back up after standard phone line troubleshooting).

The same technician can bill at both rates on the same call out, based on the task they are performing.

Thank you for the continued opportunity to serve as a communications resource for your operations. Silke Communications stands behind our workmanship and the product we represent and install.

However, Silke Communications will not warranty any service, work or installation we have provided in the past that is still under warranty, if a non-Silke technician has performed work on that system.

Limited exceptions are made for City of Roseville Fleet Technicians that have been trained by Silke Communications and stay within the approved scope of work.

DocuSign Envelope ID: 0140911F-F194-4E7E-81A2-E7D7B365AA0F

COUNCIL COMMUNICATION
CC #:
3405
File #: 0203-06
Title:

Multi-Function Printer Copier Scanner Management Solution - Contract Purchase Agreement
Contact:

Dylan Cook 916-774-5159 [email protected]

Meeting Date: 6/19/2024
Item #: 7.7.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution authorizing the City Manager, or his designee, to execute a contract purchase agreement, third party lease agreements, and any other documents necessary to implement the services under contract purchase agreement 3003760 between the City of Roseville and J.J.R. Enterprises, Inc. dba Caltronics Business Systems to provide copier lease and printing services for all City departments.

BACKGROUND
A Request for Proposals (RFP) No. 12-001 for a Print Management Solution was completed in June 2018, resulting in issuing an initial five-year contract. The City’s current printing contract with J.J.R Enterprises, Inc dba Caltronics Business Systems expires at the end of June 2024.

This
contract purchase agreement renewal extends that contract to June 30, 2025.

FISCAL IMPACT
The total estimated cost for this service for FY2024-25 is $275,000. Funding is included in the proposed FY2024-25 operating budgets for City departments in the General Fund, enterprise funds, and internal service funds.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. Approval of a contract purchase agreement for printers meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal A - Remain financially responsible in a changing world.

Goal E - Deliver exceptional city services.

Respectfully Submitted,
Dylan Cook, IT Client Services Supervisor
Hong Sae, Chief Information Officer

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-215
Contract for Caltronics

RESOLUTION NO. 24-215

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND J.J.R. ENTERPRISES, INC. DBA CALTRONICS BUSINESS

SYSTEMS, AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT AND ALL

RELATED FORMS ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a Contract Purchase Agreement (3003760) to provide copier lease and printing services, by and between the City of Roseville and J.J.R. Enterprises, Inc. dba Caltronics Business Systems, has been reviewed by the City Council.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said contract purchase agreement is approved and that the City Manager or his designee, is authorized to execute the contract purchase agreement, third party lease agreements, and any other documents necessary to implement services, on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 20__, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

______________________________
MAYOR
ATTEST:

________________________
City Clerk
Contract Purchase Agreement 3003760
Supplier Details:

Company Caltronics Business Systems
Contact Mason Magleby
Address JJR Enterprises Inc File 2388
1801 W Olympic Blvd
Pasadena, CA 91199
Submit your response to:

Company City of Roseville
Contact "Becky" Rebecca Philipp
Address Purchasing Division
311 Vernon St
Roseville, CA 95678
Phone (916) 746-1110
Fax (916) 746-1115
E-mail [email protected]
This Contract Purchase Agreement is sent for your review and acceptance. Notify the Buyer via email of any needed changes to the company name, address, and contact information. The Buyer will update the agreement prior to you signing the document.

The following guidelines must be followed for the signature block on the agreement:

Insurance requirements:

The City's insurance requirements are referenced on Attachment A of the agreement. By signing the agreement, you are confirming that your company has the minimum insurance limits required. 1 DocuSign Envelope ID: 6FB34BA4-CE8B-4F6F-B75D-FC97908401D6 Contract Purchase Agreement 3003760
Agreement 3003760
Agreement Date 21-MAY-2024
Revision 0
Agreement Amount 275,000.00 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier Caltronics Business Systems
JJR Enterprises Inc File 2388
1801 W Olympic Blvd
Pasadena, CA 91199
Phone:

Fax:

Email:
(916) 774-5488
(916) 784-3796
[email protected]
Phone:

Fax:

Email:
(916) 361-5300
()
[email protected]
Description of
Labor,
equipment
and/or materials

THE SERVICES CALLED FOR UNDER CITY OF ROSEVILLE REQUEST FOR PROPOSAL #12-001 TITLED PRINT MANAGMENT SOLUTION AND

CONTRACTOR'S INITIAL PROPOSAL THERETO TITLED CITY OF ROSEVILLE RFP-

PRINT MANAGEMENT SOLUTION AS FURTHER CLARIFIED IN CALTRONICS STATEMENT OF WORK DATED 6/25/18 VERSION 2. THE TERMS AND SCOPE OF

WORK OF PROPOSAL ARE HEREIN MADE PART OF THIS AGREEMENT AND FULLY INCORPORATED BY REFERENCE.

START DATE: UPON EXECUTED AGREEMENT
END DATE: 6/30/25

PLEASE CONTACT DYLAN COOK IN THE INFORMATION TECHNOLOGY DEPARTMENT AT 916-774-5159 OR [email protected] FOR QUESTIONS REGARDING THIS AGREEMENT.
*The total agreement amount is an approximation only. The City does not guarantee whatsoever the actual value of this contract.

Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 13298 Net 30 Freight on Board at the destination Destination Best Method Start Date End Date Confirm To
"Becky" Rebecca Philipp Phone 1-916-746-1110
Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office.

2 DocuSign Envelope ID: 6FB34BA4-CE8B-4F6F-B75D-FC97908401D6 Contract Purchase Agreement 3003760

Contract Terms and Conditions

2. Consultant is an independent contractor, and shall not be considered an officer, agent, or employee of the City.

3. Without the written consent of the City, this Agreement is not assignable by Consultant either in whole or in part.

4. Time is of the essence of this Agreement.

6. This Agreement may only be amended or modified in writing. It is integrated and contains the complete understanding of the parties.

7. All equipment, supplies and services sold to the City of Roseville shall conform to the general safety orders of the State of California.

10. Consultant agrees to the below insurance requirements:
a. Unless otherwise specified, the Consultant shall maintain the policies of insurance outlined in Attachment A, incorporated herein by this reference, in full force and effect during the term of this Agreement. The City of Roseville retains sole discretion in determining the types and proper levels of insurance coverage. b. Form. Consultant shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a claims made basis is subject to the approval of Risk Management and the City Attorney. c. Additional Insureds. Consultant shall also provide a separate endorsement or section of the policy showing City, its officers, agents, employees, and volunteers as additional 3 DocuSign Envelope ID: 6FB34BA4-CE8B-4F6F-B75D-FC97908401D6 Contract Purchase Agreement 3003760

insureds for each type of coverage, except for Workers' Compensation and Professional Liability. Such insurance shall specifically cover the contractual liability of Consultant.

12. In the event that the terms of any attachment or exhibit conflict with any terms of this Agreement, the terms of this Agreement shall control.

13. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ". pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if 4 DocuSign Envelope ID: 6FB34BA4-CE8B-4F6F-B75D-FC97908401D6 Contract Purchase Agreement 3003760

such facsimile or ".pdf" signature page were an original thereof.

15. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.

17. For purposes of this Agreement, the terms "Contractor," "Consultant," and "Supplier" are used interchangeably.

20. Consultant will retain Confidential Information until deleted by City or City-authorized third party, or for a time period mutually agreed upon by the parties to this Agreement.

22. Consultant shall report to City any data compromise or unauthorized access to Confidential Information within twenty-four (24) hours after Consultant discovers such data compromise or unauthorized access. Consultant will take commercially reasonable measures to address any such data compromise or unauthorized access in a timely manner. Except as otherwise required by law, Consultant will not provide notice to end users or other entities of any such data compromise or unauthorized access without written permission from City. Consultant will promptly reimburse City in full for all fees and costs incurred by City in any investigation, remediation or litigation resulting from any such data compromise or unauthorized access, including identity protection and restoration services for each person, who in the City's sole discretion, could be impacted by identity theft. 5 DocuSign Envelope ID: 6FB34BA4-CE8B-4F6F-B75D-FC97908401D6 Contract Purchase Agreement 3003760

23. Consultant may not advertise that City is a client, list City as a reference or otherwise use City's name, logos, trademarks, or service marks without prior written permission from City.

24. Consultant acknowledges that services rendered under this agreement (including but not limited to service levels and operational levels) shall be performed in accordance with industry standards.

Contractor is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

30. This Agreement may be amended via change order, but only if such change order is made in writing, approved by the City, and signed by both parties.

CONSULTANT and CITY agree that: (a) CONSULTANT is free from the control and direction of CITY in connection with the performance of the work; (b) CONSULTANT is providing services directly to CITY; (c) CONSULTANT has and will maintain at all relevant times a business license; (d) CONSULTANT maintains a business location that is separate from CITY; (e) CONSULTANT is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) 6 DocuSign Envelope ID: 6FB34BA4-CE8B-4F6F-B75D-FC97908401D6 Contract Purchase Agreement 3003760

The supplier named hereon by the acceptance of this order agrees to the provisions of this document titled "Contract Purchase Agreement" and all accompanying terms, conditions, and attachments.

Information Technology T&C
REV 3/21/24 JS

7 DocuSign Envelope ID: 6FB34BA4-CE8B-4F6F-B75D-FC97908401D6 X
00801220
Contract Purchase Agreement 3003760

ATTACHMENT A

HUMAN RESOURCES/RISK MANAGEMENT DIVISION

INSURANCE REQUIREMENTS

Construction:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Design Professional:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Professional Liability:
$2 Million/occurrence
Professional Consultant:____
Professional Liability:
$1 Million/occurrence
IT Services:__X__
Professional Liability:
$1 Million/occurrence
No auto required
Cyber Liability:
$1 Million/occurrence
Hazardous Materials:____
Pollution Liability:
$1 Million/occurrence
Special Events/Caterers-Vendors:____
No auto required
No workers' comp required
Professional Counseling/ Psychological:____
Professional Liability:
$1 Million/occurrence
No auto required
Pyrotechnics:____
General Liability:
$5 Million/occurrence
$10 Million aggregate
Auto - $2 Million/occurrence
8 DocuSign Envelope ID: 6FB34BA4-CE8B-4F6F-B75D-FC97908401D6 Contract Purchase Agreement 3003760

Chemical/Environmental:____
General Liability:
$3 Million/occurrence
$6 Million aggregate
Pollution – $2 Million/Occurrence
Auto - $2 Million/Occurrence
Insurance Submission Process
The City of Roseville Human Resources/Risk Management Department uses a service called EBIX to manage our insurance certificate tracking.

Questions Regarding Insurance Submission: Contact EBIX at (951) 652-4239 Questions Regarding Insurance Requirements Contact Risk Management at (916) 774-5202

9 DocuSign Envelope ID: 6FB34BA4-CE8B-4F6F-B75D-FC97908401D6 Contract Purchase Agreement 3003760

Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ City of Roseville, A Municipal Corporation
Signature:______________________________________________ Print Name: Dominick Casey
Title: City Manager
Date:__________________________________________________ 10 DocuSign Envelope ID: 6FB34BA4-CE8B-4F6F-B75D-FC97908401D6 President
CFO
5/28/2024
Kyle Harvey
5/28/2024
Karen Roscher
DocuSign Envelope ID: 4749B558-6FCA-43A5-91D4-B595639FE9FA

April, 2022

RE: Contractor and Grantee Compliance with Economic Sanctions Imposed in Response to Russia’s Actions in Ukraine

Dear Vendor:

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (EO) regarding sanctions in response to Russian aggression in Ukraine. The EO is located at https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia-Ukraine-Executive- Order.pdf.

The EO directs all agencies and departments that are subject to the Governor’s authority to take certain immediate steps, including notifying all contractors and grantees of their obligations to comply with existing economic sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law.

This correspondence serves as a notice under the EO that as a contractor or grantee, compliance with the economic sanctions imposed in response to Russia’s actions in Ukraine is required, including with respect to, but not limited to, the federal executive orders identified in the EO and the sanctions identified on the U.S. Department of the Treasury website (https://home.treasury.gov/policy-issues/financial-sanctions/sanctions- programs-and-country-information/ukraine-russia-related-sanctions). Failure to comply may result in the termination of contracts or grants, as applicable.

Please note that for any agreements or grants valued at $5 million or more you must report to the City of Roseville your compliance with economic sanctions including steps you have taken in response to Russia's actions in Ukraine, including, but not limited to, desisting from making new investments in, or engaging in financial transactions with, Russian entities, not transferring technology to Russia or Russian entities, and directly providing support to the government and people of Ukraine.

Sincerely,

4/25/2022

Shannon Wiest
City of Roseville
Purchasing and Warehouse Manager
DocuSign Envelope ID: 6FB34BA4-CE8B-4F6F-B75D-FC97908401D6

COUNCIL COMMUNICATION
CC #:
3411
File #:
0203-09
Title:

Onboard Camera System – Contract Purchase Agreement and Technology and Services Agreement
Contact:

Brian Craighead 916-774-5783 [email protected]

Meeting Date: 6/19/2024
Item #: 7.8.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to authorize the City Manager to execute contract purchase agreement 3003713 with The Heil Co dba AWTI 3rd Eye Cam for truck-mounted 360-degree onboard camera systems utilizing Sourcewell contract # 110223-THC in the amount of $401,126.24, which expires on December 28, 2027. Additionally, staff requests
Council
approve a Technology and Services Agreement for the monthly service charges utilizing Sourcewell contract # 110223-THC and authorize the City Manager to execute the agreement on the City’s behalf.

The Sourcewell contract expires December 28, 2027, but allows up to three additional one-year extensions. Staff requests authorization to continue utilizing the remaining optional renewal years of the Sourcewell contract for monthly services charges without further Council approvals, provided that the applicable budget is approved by the City Council each year, or until the contract expires or until City staff determines that continuing with the same vendor is not in the City's best interest.

BACKGROUND
Waste Services staff are seeking to reduce operational liabilities and streamline operations through the use of 360-degree onboard camera systems mounted to the solid waste collection fleet that record the vehicles' operations. These camera systems have become commonplace in the refuse industry and have been attributed to lowering operating costs and increasing customer service. Some of the main features include liability protection in the event of accidents, and positive service verification.

This purchase includes one contract purchase agreement to purchase all components needed to retrofit the existing solid waste collection fleet with the 360-degree camera system including video storage, cameras, necessary hardware, and installation. All future waste collection vehicles will have a 360-degree camera system installed from the factory. The Technology and Services Agreement covers the ongoing monthly service charges required to use the system. This contract covers the initial three-year term and will continue on a month-to-month basis after the initial term until staff determines the system is no longer in the City's best interest. The initial retrofit will include all 60 waste collection vehicles in the fleet, and as new vehicles enter the fleet, additional service charges will be paid for each vehicle.

FISCAL IMPACT
The total cost of the hardware contract purchase agreement is $401,126.24 and funding is included in the FY2023-24 Waste Services Operations Fund budget. The estimated first year cost for the Technology and Services agreement of $79,500 is included in the FY2023-24 Waste Services Operations Fund budget and future fiscal year costs will be included in the respective budgets.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. The purchase of equipment meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community
Goal E - Deliver exceptional city services

Respectfully Submitted,
Brian Craighead, Refuse and Stormwater Manager
Richard Plecker, Environmental Utilities Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-232
CPA
Technology and Services Agreement
RESOLUTION NO. 24-232

APPROVING A CONTRACT PURCHASE AGREEMENT AND TECHNOLOGY AND

SERVICES AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND THE HEIL CO. DBA AWTI 3RD EYE CAM AND AUTHORIZING THE CITY MANAGER TO

EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, contract purchase agreement (3003713) to purchase and install truck- mounted 360-degree onboard camera systems, by and between the City of Roseville and The Heil Co. dba AWTI 3rd Eye Cam, has been reviewed by the City Council; and

WHEREAS, a technology and services agreement for the monthly service charges for those onboard camera systems, by and between the City of Roseville and The Heil Co. dba AWTI 3rd Eye Cam, has been reviewed by the City Council.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said contract purchase agreement and technology and services agreement are approved and that the City Manager is authorized to execute them on behalf of the City of Roseville.

BE IT FURTHER RESOLVED that the City Manager or his designee is authorized to execute three (3) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council each year, or until City staff determines that continuing with the same vendor is not in the City’s best interest.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

_______________________________
MAYOR

ATTEST:

__________________________
City Clerk

Contract Purchase Agreement 3003713

1 Contract Purchase Agreement 3003713
Supplier Details:

Company The Heil Co dba AWTI 3rd Eye Cam
Contact John Osterkamp
Address 201 West Main St Ste 300
Chattanooga, Tennessee 37408
Submit your response to:

Work must not begin until the contract has been fully executed.

The following guidelines must be followed for the signature block on the agreement:

Insurance requirements:

The City's insurance requirements are referenced on Attachment A of the agreement. By signing the agreement, you are confirming that your company has the minimum insurance limits required.

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF Contract Purchase Agreement 3003713

2 Customer #
Supplier
#
Payment
Terms
Freight
Terms
FOB
Shipping
Method
15222
Net 30
Freight on Board at the destination
Destination
Best Method
Start Date
End Date
Confirm To
Tiffany Valdez
Phone
1-916-746-1109

Contract Purchase Agreement 3003713
Agreement 3003713
Agreement Date 09-MAY-2024
Revision 0
Agreement Amount 401,126.24 USD

City of Roseville Supplier The Heil Co dba AWTI 3rd Eye Cam
Invoice To Accounts Payable
311 Vernon St 201 West Main St Ste 300
ROSEVILLE CA 95678 Chattanooga, Tennessee 37408
Phone: (916) 774-5488 (866) 804-2984
Fax (916) 784-3796
e-mail [email protected] [email protected]

Description of
Labor,
equipment
and/or
materials

VENDOR SHALL PROVIDE THE MATERIALS AND LABOR TO INSTALL TRUCK- MOUNTED 360-DEGREE ONBOARD CAMERA SYSTEMS TO THE DESIGNATED REFUSE TRUCKS

FOR THE CITY OF ROSEVILLE'S ENVIRONMENTAL UTILITIES DEPARTMENT IN ACCORDANCE WITH THE ATTACHED 3RD EYE QUOTE #1104 DATED 5/3/24 UTILIZING SOURCEWELL CONTRACT #110223-THC.

START DATE: EXECUTED AGREEMENT
END DATE: FINAL PAYMENT

PLEASE CONTACT BRIAN CRAIGHEAD IN THE ENVIRONMENTAL
UTILITIES DEPARTMENT AT 916-774-5783 OR BY EMAIL AT
[email protected].

US FOR QUESTIONS REGARDING THIS AGREEMENT.

Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office.

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF Contract Purchase Agreement 3003713

3 Contract Terms and Conditions

1. The parties recognize that this is an addendum to the 3rd Eye Tech Services Agreement and that the majority of the governing terms are included therein. The terms herein apply solely to the installation of hardware . 3rd Eye (“Contractor) agrees to defend, indemnify and hold harmless City from and against any claims, damages, losses and liability (collectively, “Customer Liabilities”), for claims related to the installation of hardware called for under this Agreement.

2. Contractor is an independent contractor, and shall not be considered an officer, agent or employee of the City.

3. Contractor may assign part of this Agreement to subcontractors, qualified by Contractor, upon written notice to City.

4. Reserved.

5. At any time during the term of this Agreement, the City has the right to terminate this Agreement, provided Contractor is given thirty (30) days written notice. City's termination shall be without further liability to City; however, Contractor shall be entitled to all costs reas onably incurred prior to the date of termination. Contractor acknowledges that City may terminate this Agreement should funds not be appropriated by its governing body to continue services under this Agreement.

6. This Agreement may only be amended or modifie d in writing. It is integrated and contains the complete understanding of the parties.

7. All equipment, supplies and services sold to the City of Roseville shall conform to the general safety orders of the State of California.

8. Unless notified to the contrary, in writing, the City assumes that the Contractor has accepted the work in accordance with the plans and specifications (if any) and agrees to do the work in compliance with this Agreement.

9. All fair employment practices must be adhered to. In addition, if the project referenced on this service agreement is a Public Works project, all prevailing wage laws must be complied with. For prevailing wage contracts over $25,000, copies of certified payroll must be submitted with invoices. Prevailing wage rates may be obtained from the State Department of Industrial Relations and/or the following website address: http://www.dir. ca.gov/dlsr/DPreWageDetermination.htm. In compliance with Labor Code Section 1773.2, as may be amended from time to time, Contractor shall cause a copy of this website to be posted at each jobsite, as applicable.

10. Contractor agrees to the below insurance requirements:
a. Unless otherwise specified, the Contractor shall maintain the policies of insurance outlined in Attachment A, incorporated herein by this reference, in full force and effect during the term of this Agreement. The City of Roseville retains sole discretion in determining the types and proper levels of insu rance coverage. b. Form. Contractor shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder.

Any insurance written on a claims made basis is subject to the approval of Risk Management and the City Attorney.
c. Additional Insureds. Contractor shall also provide a separate endorsement or section of the policy showing City, its officers, agents, employees, and volunteers as ad ditional insureds for each type of coverage, except for Workers' Compensation. Such insurance shall specifically cover the contractual liability of Contractor. The additional insured coverage under the Contractor's policy shall be primary and noncontributo ry, as evidenced by a separate endorsement or section of the policy, and shall not seek contribution from City's insurance or self- insurance. In addition, the additional insured coverage shall be at least as broad as the Insurance Services Office (ISO) CG 20 01 Endorsement. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds.

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF Contract Purchase Agreement 3003713

4 e. Umbrella/Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and excess insurance. Any excess insurance s hall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract) before City's own insurance shall be called upon to protect it as a named insured. f. Subcontractors. Contractor agrees to include in its contracts with all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the sub contractor's work. Furthermore, Contractor shall require its subcontractors to agree to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under this Agreement. Additionally, Contractor shall obligate its subcontractors to comply with these same provisions with respect to any tertiary subcontractor, regardless of tier. A copy of City's indemnity and insurance provisions will be furnished to the subcontractor or tertiary subcontractor upon request. g. Self-Insured Retentions. All self-insured retentions (SIR) must be disclosed to Risk Management for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.
h. Waiver of Subrogation. Contractor hereby agrees to waive subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss under a Workers Compensation, Commercial General Liability or Automobile Liability policy. All Workers Compensation, Commercial Ge neral Liability and Automobile Liability policies shall be endorsed with a waiver of subrogation in favor of City, its officers, agents, employees and volunteers for all work performed by Contractor, its employees, agents and subcontractors.
i. Liability/Remedies. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve Contractor of liability in excess of such coverage, nor shall it preclude City from taking such other actions as are available to it under any other provisions of this Agreement or law.

11. Contractor shall comply with all federal, state, and local laws and ordinances, including but not limited to the City's storm water regulations, as may be applicable to the performance of services under this Agreement. Failure to comply with local ordinances may result in monetary fines and cancellation of this Agreement. Refer to www.roseville.
ca.us/stormwater for links to more information on the City's storm water regulations.

12. Reserved

13. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by email delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original hereof.

14. Reserved.

15. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.

17. For purposes of this Agreement, the terms "Contractor," "Consultant," and "Supplier" are used interchangeably.

18. If the project referenced on this agreement is a Public Works project, then the following shall apply: No contractor or subcontractor may work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. During the performance of this agreement, Contractor and its subcontractors shall have a continuing legal obligation to maintain current registration with the Department of Industrial Relations.

Contractor is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF Contract Purchase Agreement 3003713

5 19. Vehicles with a gross vehicle weight rating (GVWR) greater than 8,500 lbs. and lightduty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions and air pollutants. For more information, visit the CARB Advanced Clean Fleet webpage at https://ww2.arb.ca. gov/our- work/programs/advanced-clean-fleets.

Contractor/consultant shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement.

21. If the project referenced on this agreement is a Public Works project, then the following shall apply: Contractor must submit all claims as defined in and in accordance with the claim resolution process set forth in Section 9204 of the Public Contract Code. Each such claim must be sent to the City by registered mail or certified mail with return receipt requested and must contain reasonable documentation to support the claim. All claims must be received prior to acceptance of the work.

22. Contractor certifies that Contractor, its employees, directors, officers, agents, subcontractors, vendors, and volunteers are not presently debarred, excluded, suspended, declared ineligible, voluntarily excluded, or proposed for debarment, exclusion, suspension, or ineligibility by any federal, state, or local department or agency.

23. The Levine Act (Govt. Code, Section 84308) requires a Party (and its agent(s), if any) to a Proceeding before the City of Ros eville that involves any action or consideration related to their contract, license, permit, or other entitlement for use, to disclose any campaign contributions made to City elected or appointed officers totaling more than $250 within the twelve (12) months prior to the City decision and while a proceeding is pending, and includes certain prohibitions on contribution activity thereafter. If applicable campaign contributions have been made by Contractor and/or its agent(s), Contractor is responsible for com pliance, including for its disclosure obligations, if any, as further described at: https://www.roseville.ca. us/government/departments/city_clerk/transparency/levine_act.

24. This Agreement may be amended via change order, but only if such change order is made in writing, approved by the City, and signed by both parties.

25. CONTRACTOR agrees to defend and indemnify CITY if, despite the parties intent and practice, any venue, agency, or court with competent jurisdiction determines that CONTRACTOR and/or any of its agents, officers, employees, volunteers, independent contractors, or subcontractors, are characterized as employee(s) of CITY .

CONTRACTOR and CITY agree that: (a) CONTRACTOR is free from the control and direction of CITY in connection with the performance of the work; (b) CONTRACTOR is providing serv ices directly to CITY; (c) CONTRACTOR has and will maintain at all relevant times a business license; (d) CONTRACTOR maintains a business location that is separate from CITY; (e) CONTRACTOR is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) CONTRACTOR actually contracts with other businesses to provide the same or similar services and maintains a clientele without restrictions from CITY; (g) CONTRACTOR advertises and holds itself out to the public as available to provide the same or similar services; (h) CONTRACTOR provides its own tools, vehicles, and equipment to perform the services; (i) CONTRACTOR has negotiated its own rates; (j) CONTRACTOR set its own hours and locati on of work in accomplishing CITY's on-call needs; and (k) CONTRACTOR has the right to control the manner and means of accomplishing the result desired and exercises its own expert independent judgement.

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF Contract Purchase Agreement 3003713

6 The supplier named hereon by the acceptance of this order agrees to the provisions of this document titled "Contract Purchase Agreement" and all accompanying terms, conditions, and attachments.

Roseville Business License No. _______N/A_____________________________ Contractor License No. _____________N/A____________________________ DIR Registration No.
_________________________________N/A______________
Check mark the applicable company type below:
____X_______ Corporation
___________ Limited Liability Company
___________ Partnership
___________ Sole Proprietor
City Reserves the right to withhold any payments to contractor in the event of noncompliance with insurance requirements or if required by law.

General T&C
REV 3/21/24 JS

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF Contract Purchase Agreement 3003713

7 ATTACHMENT A

HUMAN RESOURCES/RISK MANAGEMENT DIVISION

INSURANCE REQUIREMENTS

AGREEMENT OVER FORMAL BID LIMIT OR INVOLVING HIGH RISK ACTIVITIES General - Required Coverage/Documentation
● General Liability: $1 Million per occurrence /$2 Million aggregate ● Automobile Liability: $1 Million combined single limit ● Workers' Compensation: Statutory *Must provide a Waiver of subrogation ● Additional Insured Endorsement (AIE) - General Liability policy: CG 20 38 04 13 or an equivalent, blanket endorsement or section of the policy. Endorsement shall cover the City of Roseville, its officers, age nts, employees and volunteers as additional insured.
● Policies must be primary and non-contributory
● A 30 day notice of cancellation must be provided
● List certificate holder as: The City of Roseville - Insurance Compliance, PO Box 100085-R1, Duluth, GA 30096 Additional Liability/Insurance Requirements if required by Agreement (and marked below):

Construction:____ General Liability:
$2 Million/occurrence $4 Million aggregate
Design Professional:____ General Liability:
$2 Million/occurrence $4 Million aggregate
Professional Liability:
$2 Million/occurrence
Professional Consultant:____ Professional Liability:
$1 Million/occurrence
IT Services:____
Professional Liability:
$1 Million/occurrence No auto required
Hazardous Materials:____
Pollution Liability:
$1 Million/occurrence
Special Events/Caterers-Vendors:____
No auto required
No workers' comp required
Professional Counseling/ Psychological:____ Professional Liability:
$1 Million/occurrence
No auto required
Pyrotechnics:____ General Liability:
$5 Million/occurrence
$10 Million aggregate
Auto - $2 Million/occurrence
Chemical/Environmental:____ General Liability:
$3 Million/occurrence
DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF Contract Purchase Agreement 3003713

8 $6 Million aggregate
Pollution – $2 Million/Occurrence
Auto - $2 Million/Occurrence
Insurance Submission Process
The City of Roseville Human Resources/Risk Management Department uses a service called EBIX to manage our insurance certificate tracking.

How It Works
● The vendor's contact information is entered into EBIX. EBIX will contact the vendor to request proof of insurance. ● The Vendor can forward the request to their Insurance Agent(s) if necessary. ● Vendor/Insurance Agent submits insurance to EBIX by email to [email protected] or by fax to (770) 325-5727. After faxing or emailing the certificate, please DO NOT send the certificate by mail to EBIX. Please do not mail, email or fax any certificates to the City of Roseville. ● Once submitted, EBIX reviews the insurance documentation. If there are deficiencies, EBIX will send a follow up letter or email requesting additional information.

Questions Regarding Insurance Submission: Contact EBIX at (951) 652-4239 Questions Regarding Insurance Requirements Contact Risk Management at (916) 774-5202

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF Contract Purchase Agreement 3003713

9 Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date:
__________________________________________________
City of Roseville, A Municipal Corporation
Signature:______________________________________________ Print Name: Dominick Casey
Title: City Manager
Date:__________________________________________________ DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF Alex Knecht
May 24, 2024
Vice President and Assistant Secretary
John Muina
May 30, 2024
Vice President

3rd Eye Date 5/3/2024
201 W. Main Street, Suite 300 Quotation # 1104
Chattanooga, TN 37408
Quotation For
Customer ID
City of Roseville, CA Quotation valid until: 7/2/2024
Attn: Brian Craighead
Comments or Special Instructions
Prepared by: John Osterkamp
Quoted using Sourcewell contract 110223-THC to member #2420 - City of Roseville. Freight and sales tax are included in the quote.

Salesperson P.O. Number Ship Date F.O.B. Point Terms
John Osterkamp
Due on receipt
Heil Environmental

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF

$1,500.00 $90,000.00
$33.70 $2,022.00
$39.70 $2,382.00
$50.00 $3,000.00
$600.00 $36,000.00
$32.00 $8,992.00
$924.59 $38,832.78
$37.50 $2,175.00 $26.25
$3,045.00 $20.30 $852.60
$28.00 $1,176.00
$150.00 $6,300.00
$309.75 $66,596.25
$124.00 $10,168.00
$34.75 $17,236.00
$35.00 $9,555.00
$176.00 $40,656.00
$43.00 $5,203.00

Description Scope of Work Unit Price Quantity Extended
Amount
3EC-V4-KIT-FACTORY V4 Gateway kit $ 1,175.00 60 $ 70,500.00 3EC-V4MOUNTPL-BATT V4 Mounting Plates- -Battery $ 22.25 60 $ 1,335.00 3EC-AUTOCAR-MOUNT V4 L Bracket $ 31.80 60 $ 1,908.00 3ec-consumables-dig Digital consumables $ 50.00 60 $ 3,000.00 3ec-Installation V4 Installation $ 600.00 60 $ 36,000.00 3ec-v4-ypmd Splitters $ 25.60 281 $ 7,193.60 3EC07MLEDT 7" Hi Res 4 Port HD Monitor $ 739.73 42 $ 31,068.66 RAM-201U RAM arm bracket for 1.5" bases $ 30.00 58 $ 1,740.00 RAM-202U Ram 2.5" Base w/ 1.5" Ball $ 21.00 116 $ 2,436.00 3EC-RAM202U-BACK RAM202U backing plate $ 16.20 42 $ 680.40 AWT-C-Ch-Brkt C Channel Mounting Bracket $ 22.50 42 $ 945.00 Install-Monitor Install Monitor $ 150.00 42 $ 6,300.00 AWT2020T Heavy Duty Color CCD Camera $ 275.00 215 $ 59,125.00 AWT042TT 42' Extension Cable $ 55.50 82 $ 4,551.00 AWT010TT 10' Extension Cable $ 27.75 496 $ 13,764.00 3EC-CONSUMABLES-SC Single Camera Consumable $ 35.00 273 $ 9,555.00 CAM-ADD-ON Single Camera Installation $ 176.00 231 $ 40,656.00 AWT025TT 25' Extension Cable $ 34.50 121 $ 4,174.50 DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF

Description Scope of Work Unit Price Quantity
Extended
Amount
AWT-AllyCamMnt-L Camera Mount for Left Side $ 27.00 41 $ 1,107.00 AWT-CabMnt-L Camera Mount on Cab Street Side $ 22.50 75 $ 1,687.50 AWT-CabMnt-R Camera Mount for Cab Curb Side $ 22.50 58 $ 1,305.00 Install-Integration Integrate existing camera(s) $ 93.50 50 $ 4,675.00 AWTQD-TRK QD Receptacle - Truck End $ 124.75 1 $ 124.75 AWTQD-TRL QD Receptacle - Trailer End $ 164.00 1 $ 164.00 AWTQD-CC Coil for Tractor/ Trailer QD $ 120.00 1 $ 120.00 Install-QD Install Quick Disconnect $ 148.50 2 $ 297.00 AWT2020T-IRD HD Camera (IR disabled) $ 247.75 16 $ 3,964.00 3EC-WHITECASTLE3 Whitecastle 3 harness $ 198.50 42 $ 8,337.00 3EC-PSV-INCLKIT-OE PSV Inclin Weld-on Kit w/o WC $ 384.00 16 $ 6,144.00 Install-PSV PSV Installation $ 350.00 42 $ 14,700.00 3EC-PSVKIT-RESI-
INCLIN-OE OE Inclinometer Kit ASL/AFL $ 314.50 26 $ 8,177.00 3EC-PSV-FLEXEXT25 25' flex extension for ASL $ 117.60 26 $ 3,057.60 Travel-Per-Diem Travel and Per Diem Costs $ 200.00 60 $ 12,000.00 Freight Freight Cost $ 125.00 60 $ 7,500.00 3EC1939-RP1226 RP1226 J1939 connector $ 41.10 1 $ 41.10 3ec1939-autocar-2 Autocar J1939 Connector $ 26.00 49 $ 1,274.00 3EC1939-HEIL Heil 1939 connector $ 23.20 5 $ 116.00 3ec1939-inter-2 International J1939 harness $ 27.25 1 $ 27.25 Install-Removal Removal of existing system $ 93.50 27 $ 2,524.50

If you have any questions concerning this quotation, please contact:

John Osterkamp
Cell: (423)785-6414
Email: [email protected]
Thank you for your business!

Subtotal
Tax Rate
Sales Tax
Other
TOTAL
$ 372,274.86

7.75%
$ 28,851.30

$ 401,126.24

$33.75

$1,383.75
$28.00 $2,100.00
$28.00 $1,624.00
$93.50 $4,675.00
$267.00 $267.00
$267.00 $267.00
$150.00 $150.00
$148.50 $297.00
$309.75 $4,956.00
$267.70 $11,243.40
$480.00 $7,680.00
$350.00 $14,700.00
$393.25 $10,224.50
$147.00 $3,822.00
$200.00 $12,000.00
$125.00 $7,500.00
$51.40 $51.40
$32.50 $1,592.50
$29.00 $145.00
$34.00 $34.00
$93.50 $2,524.50
Total List: $431,428.68

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 1 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

3rd Eye® Technology and Services Agreement

THIS TECHNOLOGY AND SERVICES AGREEMENT (the “Agreement”) is between The Heil Co. d/b/a 3rd Eye, a Delaware corporation, with a business address of 201 W. Main St, Ste. 300 | Chattanooga, TN 37408 (“3RD EYE”) and you, City of Roseville, CA , located at: 2005 Hilltop Cir, Roseville, CA 95747 (“You” or “Customer”) who hereby accepts the terms of this Agreement that will apply to the provision of the Technology and Services by 3RD EYE to Customer as of _________________.

THIS AGREEMENT IS LEGALLY BINDING BETWEEN CUSTOMER AND 3RD EYE. CUSTOMER’S ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. ANY TERMS IN

ANY PURCHASE ORDER OR OTHER DOCUMENT ISSUED BY OR ON BEHALF OF CUSTOMER THAT CONTAINS

ADDITIONAL OR CONFLICTING TERMS OR PURPORTS TO REPLACE, REJECT, MODIFY OR BE A COUNTER OFFER TO THIS AGREEMENT ARE HEREBY EXPRESSLY REJECTED AND ARE VOID.

BY EXECUTING THIS DOCUMENT, YOU AFFIRM THAT:

(1) YOU UNDERSTAND THESE TERMS AND CONDITIONS INCLUDE THOSE DIRECTLY IN THIS DOCUMENT PLUS THOSE IN ALL OF THE HYPERLINKS HEREIN;
(2) YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH DIRECTLY IN THIS DOCUMENT AND IN ALL SUCH HYPERLINKS; AND
(3) IN YOUR CAPACITY AS AN EMPLOYEE OR AGENT OF CUSTOMER, YOU HAVE AUTHORITY TO LEGALLY BIND CUSTOMER TO THESE TERMS AND CONDITIONS.

Commercial Terms

1. DEFINITIONS AND SUPPLEMENTAL TERMS . Defined terms for this Agreement, Standard Limited Warranties for Equipment, Customer Responsibilities, and terms for Support Services, Data Storage and Research, Training Services, Remote Access, and Data Privacy are set forth here: Exhibit B - SUPPLEMENTAL TERMS and Exhibit C - WHAT’S INCLUDED. Notwithstanding these terms, the parties agree that Customer may make any disclosure of “confidential information” that is required by law, including without limitation the California Public Records Act. For avoidance of doubt, in the event that the City is subject to a public records request that requests information related to services provided hereunder, it shall attempt (to the extent possible) qualify such information as confidential business information (or similar status, as the jurisdiction allows) and therefore outside disclosure requirements.

2. TERM. This Agreement is effective upon Customer ’s signature below and continues for thirty-six (36) months. Each individual truck system Software as a Service (“SaaS”) subscription (a “Subscription”) begins upon an initial installation/activation of the 3RD EYE Service in a specific truck and continues for the duration of the Agreement, for all trucks so-installed hereunder (the “Initial Term”) or until terminated as permitted in Section 13. The Initial Te rm shall automatically renew on a month-to-month basis (each a “Renewal Term”) unless Customer provides written Notice of non-renewal to 3RD EYE at least ninety (90) days prior to the end of the then-current Term.

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF May 30, 2024
2 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

3. ORDERS. All orders of Technology and Services by Customer must be in writing, and are subject to 3RD EYE’s acceptance or rejection (once accepted, each an “Order”). Customer placement of an order via 3 RD EYE’s site provides Customer with verification the order was received. 3RD EYE reserves the right to reject any order and/or suspend work on any Order (e.g., place Order on “hold”) where international trade compliance requirements have not been met or overdue account balances exist.

4. CHANGES/CANCELLATIONS. Once accepted, Customer may not change an Order within 30 days of the scheduled installation date. If Customer requires any changes during this 30 -day period, Customer acknowledges and agrees additional charges may incur and/or Orders may be removed from the installation schedule and rescheduled in 3 RD EYE’s sole discretion. Orders may be cancelled only upon terms to compensate 3RD EYE for its costs and/or damages resulting from same.

5. DELIVERY . Deliveries to Customer of Equipment or other physical ma terials are subject to completion of fulfilment and are shipped F.O.B., first carrier. Customer agrees that in -transit liability and risk of loss transfers shift to Customer upon the first delivery to Customer or its agents.

6. FEES & TAXES. The fees and charges (collectively, “Fees”) set forth in Exhibit A – Technology and Services Menu, do not include federal, state, city, sales, use, VAT or similar taxes (which are Customer ’s sole responsibility).

7. PAYMENT. For SaaS Subscriptions, Customer will be invoiced annually in advance or as indicated on an Order. For hardware and installations, Customer will be invoiced weekly in arrears. Payment terms are net- 30 from the date of invoice.

8. PAST DUE AMOUNTS. 3RD EYE may suspend the 3RD EYE Services and the return of any Customer Data until any outstanding and overdue invoices are paid in full. Customer grants 3RD EYE the right to offset payments against monies due and owing 3 RD EYE by Customer against funds due and owing to Customer by 3 RD EYE or to apply any payments received against the oldest outstanding invoice(s) due and owing from Customer .

Any amounts payable by Customer that remain unpaid after the due date shall be subject to a late charge equal to the lesser of: (a) one and one -half percent (1.5% ) per month; and (b) the maximum amount allowable by law. Customer shall reimburse 3RD EYE for reasonable attorneys’ fees, collection charges, and other expenses and costs associated with collecting delinquent payments.

9. SERVICES.

Access to 3RD EYE Web Portal. Customer and its end users may access Customer’s account(s) via the 3RD EYE Web Portal so long as Customer remains a subscriber of the Service(s) and in compliance with this Agreement. Instructions for access, passwords and use terms are found in the Exhibit B - SUPPLEMENTAL TERMS.

Provision. Customer agrees that 3RD EYE: (1) may engage third parties in the performance of its obligations and change any such service providers at any time; and (2) may provide, and substitute and/or replace at any time, any brand, model or version of Equipment or programming that meets the applicable performance requirements.

Legal Terms

10. 3RD EYE RESPONSIBILITIES . 3RD EYE will provide hardware and software capable of meeting the requirements of the Services when coupled with a Customer -provided internet connection. 3 RD EYE will provide preventative maintenance services or troubleshooting assistance as prescribed by 3 RD EYE from time to time.

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 3 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

11. INTELLECTUAL PROPERTY; DATA RIGHTS; AND DATA PROTECTION.

A. 3RD Eye Intellectual Property. 3 RD EYE owns and shall retain all intellectual property and proprietary rights, including, without limitation, all patent, copyright, trade secret, trademark rights, in and to the Technology (including any Equipment) and the Services, the 3 RD EYE Web Portal, Aggregated Data, and all software and documentation used to provide the Services, together with any and all corrections, bug fixes, enhancements, improvements (regardless of source), updates or other modifications, including custom modifications, thereto.

B. Customer Data. Customer shall retain ownership of Customer Data. Customer hereby grants to 3RD EYE a worldwide, perpetual, non -exclusive, royalty-free, fully paid -up license to use, transmit, and display Customer Data for all purposes relating to Customer’s use of the Technology and Services. Customer shall hold harmless, indemnify and defend 3 RD EYE, its affiliates and customers, from and against any claims alleging that 3 RD EYE’s collection, transmittal, storage or use of Customer Data, as permitted unde r this Agreement, is unauthorized and/or violates any third-party intellectual property or other proprietary rights.

Notwithstanding the foregoing, Customer shall have no obligation to defend, indemnify, or hold harmless 3rd Eye, including its affiliates and customers, from 3rd Eye and its affiliates and customers’ own negligence in the collection, transmittal, storage or use of Customer Data.

C. Aggregate Data. Notwithstanding the above, 3 RD EYE may use Aggregate Data in its sole discretion to monitor and improve the 3RD EYE Services or develop new functionality and products. (“Aggregate Data” refers to Customer Data following the removal of personally-identifiable information of Customer and any of its employees or agents).

D. Data Retention. 3RD EYE may delete any Customer Data in its possession at any point following one (1) year of termination of this Agreement for any reason. Prior to such deletion, Customer may request in writing for additional archived storage of Data via 3RD EYE Data Storage Services. Customer will reimburse 3RD EYE for any direct and substantiated costs 3 RD EYE incurs responding to subpoenas or similar non - standard data or reporting requests related to Customer or its use of any of data.

E. Data Protection. 3RD EYE will use commercially reasonable efforts to collect, transmit, use, store, and dispose of Customer Data in compliance with applicable privacy and data protection laws, and will use commercially reasonable security arrangements to avoid unauthorized or accidental access, disclosure, or destruction of Customer Data.

12. WARRANTIES AND REPRESENTATIONS; DISCLAIMER
A. By Customer. Customer hereby represents and warrants to 3RD EYE that:
- It has read and understands the Data Privacy Requirements (Exhibit B - SUPPLEMENTAL TERMS) , is familiar with, and complies with all applicable laws and regulations, including those set forth in the Data Privacy Requirements (Exhibit B – SUPPLEMENTAL TERMS) regarding the collection, recording and provision by Customer of all Customer Data;
- All Customer Data provided to 3 RD EYE by or for Customer hereunder shall comply with all applicable laws, and will not infringe the intellectual property or other rights of any third party; - Customer will not remove, obscure, alter or modify any notices that appear in or on the 3RD EYE System.

B. By 3RD EYE. 3RD EYE hereby warrants to Customer as follows:
(1) Services. The Services provided under this Agreement will be performed using commercially reasonable efforts conforming to generally accepted industry standards. I n the event of a breach of this warranty and notice thereof to 3 RD EYE, 3RD EYE’s sole liability and Customer ’s exclusive remedy shall be reperformance of the non-conforming Service or the extension of the Service obligation for an equivalent period of time in the event of Service failures exceeding thirty (30) days; (2) Equipment. Upon delivery of any Equipment to Customer’s Installation Location, 3RD EYE shall provide its Standard Limited Warranty (Exhibit C – WHAT’S INCLUDED). In the event of a breach of the Standard Limited Warranty Exhibit C - WHAT’S INCLUDED and written notice thereof to 3 RD EYE during such period, 3RD EYE’s sole liability and Customer ’s exclusive remedy shall be repair or replacement (at 3 RD EYE’s DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 4 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

reasonable discretion) of defective Equipment. 3RD EYE may use new or refurbished service parts in making warranty repairs in 3 RD EYE’s discretion. 3 RD EYE may replace or substitute any Equipment as part of Customer’s warranty with any other equipment of like features and functionality. If the foregoing is not commercially practical, 3RD EYE, at its option, may refund fees paid by Customer for Equipment that fails to meet the warranty. Customer agrees that the foregoing warranty shall not app ly if: (a) Customer fails to timely notify 3RD EYE of defects; or (b) the Equipment defect is caused by (i) negligence, misuse, accident, fire, variation or interruption of Internet service; (ii) failure to properly maintain the Equipment; (iii) failure to purchase and/or implement, as applicable, any new or supplemental hardware and/or software/software upgrades due to a change to the 3RD EYE Services Network; (iv) alterations or tampering by anyone other than 3 RD EYE, or without approval from 3 RD EYE, to Equipment or hardware or software that interfaces with the Equipment after installation; or (v) any attempt to service Equipment other than by a 3RD EYE service representative (including the addition or removal of any third party hardware, peripherals or software). This Equipment warranty excludes any Equipment not manufactured by 3RD EYE, including any used to support the delivery of Services to Customer.

C. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12(B)(2), CUSTOMER AGREES THAT ALL EQUIPMENT, SOFTWARE, SERVICES, AND/OR MATERIALS PROVIDED HEREUNDER BY 3RD EYE TO CUSTOMER ARE “AS IS” AND “AS AVAILABLE”, AND 3 RD EYE HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS,

IMPLIED, OR STATUTORY , INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT. 3 RD EYE MAKES NO REPRESENTATION OR

WARRANTY THAT
REMOTE ACCESS WILL BE CONTINUOUS OR UNINTERRUPTED, THAT THE 3 RD EYE WEB PORTAL WILL BE

ERRORFREE, OR THAT ANY SPECIFIC RESULT OR OUTCOME WILL BE AC HIEVED BY UTILIZING THE

EQUIPMENT AND/OR
SERVICES.

13. TERMINATION AND LIQUIDATED DAMAGES.

A. Termination for Cause. Either Party may terminate this Agreement if: (1) the other Party breaches a material term of this Agreement and fails to cure the breach within thirty (30) days’ written notice thereof; (2) based on the other Party’s insolvency or a filing of any proceeding by or against that Party seeking relief from creditors , 3) or should Customer ’s governing body not appropriate funds . Termination for non - appropriation of funds shall be notified to 3rd Eye by Customer ahead of ninety (90) days of the effective termination date.

B. Vehicle Cancellation for Convenience . Customer may cancel a Subscription for individual, specified truck(s) or unit(s) (e.g. that is/are being taken out of service) upon written notice to 3RD EYE, provided that:
(a) Customer promptly and properly disables and disconnects all Equipment associated with all Customer Vehicles subject to the cancellation per the procedures and instructions provided by 3RD EYE; and (b) such premature cancellation shall trigger payment by Customer of lump sum liquidated damages payment(s) per the formula and terms set forth in Section 13 (D) below. Said lump sum payment shall be due and owing as of the invoice period immediately following the vehicle Subscription cancellation.

C. Effect of Termination. Termination of this Agreement will not relieve Customer obligation to pay Fees accrued or owed through the date of termination. Customer’s access to the 3RD EYE Portal to retrieve any data residing on the 3RD EYE System will cease on the date of termination. Upon Termination for any reason and/or cancellation of any Vehicles by Customer as permitted in Section 15(B), Customer shall promptly disable and disconnect all Equipment per the procedures and instructions provided by 3 RD EYE. Without limiting the foregoing, Customer shall defend, indemnify and hold harmless any 3RD EYE Indemnitee, from and against any and all liabilities, including attorneys ’ fees, incurred as a result of any claims, demands, actions or lawsuits based on the continued operation of any Equipment asso ciated with Customer ’s Vehicles, including due to Customer ’s failure to disable and/or disconnect all Equipment associated with Customer Vehicles as required herein, including, without limitation, any property damage or destruction DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 5 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

(fires, accidents or oth er damages) and/or bodily injuries, including death. Customer ’s liability under the obligations set forth in this Section 15(C) shall not be subject to Section 16 (LIMITATION OF LIABILITY).

D. Liquidated Damages. Liquidated damages herein apply in the event that Customer desires to terminate (without redeployment agreeable to 3rd Eye, potential installation costs apply) 50% or more of the assets under this Agreement (measured at the highest quantity at any time during the Term). Regardless, if Customer desires to cancel below the aforementioned threshold, Customer remains obligated for those costs for the remaining duration of the Term. Customer agrees that 3RD EYE’s actual damages resulting from Customer’s cancellation of Subscription(s) per Section 13(B ) would be difficult, if not impossible, to ascertain. Accordingly, Customer acknowledges and agrees to pay to 3RD EYE as liquidated damages, not as a penalty, an amount equal to 50% of the average Fees for the then -remaining period of the Term of the cancelled Subscription(s), calculated as follows: fifty percent (50%) of the average of the Customer ’s Fees payable to 3RD EYE for then then-previous 12 month period (or the entire period Customer has owed Fees to 3 RD EYE if that period if less than 12 months) (“Average Fees”) times the number of months then - remaining in the term of such cancelled Subscription(s) (i.e., (50%) x (Average Fees) x (number of months remaining in the remaining term of each cancelled Subscription)). Customer and 3RD EYE hereby agree that the sum calculated as set forth above represents reasonable liquidated damages in this context.

14. CONFIDENTIALITY. During the Term, and for five (5) years thereafter (and indefinitely with respect to any trade secrets), Customer shall maintain the confidentiality of 3RD EYE Confidential Information and shall not sell, license, publish, display, disclose or otherwise make available the Confidential Information to any third party nor use such information except as authorized in writing. With respect to any software available via or related to the Services or the Equipment, including, without limitation, the 3RD EYE Web Portal, Customer shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense such software; or (b) copy, disassemble, decompile or reverse engineer such software.

15. INDEMNIFICATION.

A. By 3RD EYE. 3RD EYE agrees to defend, indemnify and hold harmless Customer from and against any third party claims, damages, losses and liability (collectively, “Customer Liabilities”), for third party claims of infringement of any United States patent based solely upon Customer’s use of the Services as permitted hereunder. Customer agrees to notify 3RD EYE of any such claim promptly in writing, allow 3RD EYE to control the proceedings and cooperate fully with 3 RD EYE during such proceedings. In the event of suc h infringement, 3RD EYE may, at its sole option: procure for Customer the right to continue to use the affected Service(s); modify the affected Service(s) to make them non -infringing; or substitute other Equipment or Service(s) of like features and functio nality. If, in 3 RD EYE’s sole discretion, none of the foregoing is commercially reasonable, 3RD EYE may terminate this Agreement and credit Customer the actual Fees paid for the affected Equipment (subject to a four -year straight-line depreciation) and/or refund Fees paid by Customer for any unused Services.

B. Exceptions. 3RD EYE shall not be liable for nor indemnify Customer for any Customer Liabilities arising from:
(1) use of any Equipment or Services after 3RD EYE notified Customer to cease such use; (2) modification or service of any Equipment by anyone other than 3RD EYE; (3) the combination of any Equipment or Service(s) with any product not supplied by 3RD EYE; (4) negligence or willful misconduct by Customer; (5) compliance with Customer-stipulated designs, specifications or instructions, or (6) use of any Equipment or Service other than as set forth herein. THIS IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE FOREGOING.

C. By Customer. In addition to Customer ’s other indemnificatio n obligations herein, Customer agrees to defend, indemnify and hold harmless 3RD EYE, its affiliates, insurers, officers, employees, agents and personnel (each a “3RD EYE Indemnitee”), from and against any and all liabilities incurred by a 3 RD EYE Indemnitee as a result of any claims, demands, actions or suits brought by any third party against a 3RD EYE Indemnitee based on a breach by Customer of the representations and warranties set forth herein. 3RD EYE shall promptly notify DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 6 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

Customer of any such claim and, to allow Customer to control the proceedings. 3RD EYE shall cooperate with Customer during such proceedings. Customer shall defend and settle at its sole expense all such proceedings.

16. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING OUT OF CUSTOMER’S INFRINGEMENT OF 3RD EYE

INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS, OR THE VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS OF SECTION 14, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE D AMAGES; OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA,

OR USE, OR COST OF SUBSTITUTE PROCUREMENT, INCURRED BY EITHER PARTY OR ANY THIRD -PARTY ,

WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT WILL 3 RD EYE’S LIABILITY FOR

DAMAGES
EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO 3 RD EYE UNDER THIS AGREEMENT DURING THE 12MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY . THE PARTIES ACKNOWLEDGE THAT THE

LIMITATIONS OF LIABILITY AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHO UT WHICH 3 RD EYE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

General Terms

17. Independent Contractors. 3RD EYE and CUSTOMER are independent contractors under this Agreement, which does not create a partnership, joint venture, or agency relationship.

18. Reserved

19. Injunctions. 3 RD EYE may seek an injunction or other equitable relief in connection with, any actual or potential loss, cost, or damage relating to the Equipment, Service(s) and/or 3RD EYE’s intellectual property or other proprietary rights, including breaches by Customer of 3RD EYE Confidential Information.

20. Force Majeure. Except for the payment of Fees or other monies due hereunder, neither Party shall be liable for any failure or delay in the performance of its obligations due to labor strikes, shortages, riots, fire, flood, storm, earthquake, acts of God, government actions or intervention, pandemic, hostilities, or any other cause beyond its reasonable control.

21. Notices. Any notice required to be given to either Party under this Agreement shall be deemed to have been properly given and effective: on the date of delivery if delivered in person, upon delivery if delivered by a nationally recognized carrier, or upon receipt if mailed by certified mail, return receipt requested, to the respective addresses.

22. Entire Agreement. This Agreement, including any content referenced by hyperlink, forms the complete agreement between the Parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.

City of Roseville, CA

3RD EYE

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF Vice President
John Muina
May 30, 2024
7 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

Exhibit A
Quote & Technology and Services Menu

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 8 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 9 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 10 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 11 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 12 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 13 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 14 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 15 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 16 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 17 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 18 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 19 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 20 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 21 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 22 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 23 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 24 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 25 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 26 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 27 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 28 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 29 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 30 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 31 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

Exhibit B

SUPPLEMENTAL TERMS
Defined Terms

1.1 “3rd Eye” means 3RD EYE’s proprietary system for capturing, storing, and transmitting videos of driving events as well as other Vehicle performance information collected by 3RD EYE -installed system hardware devices and software. Said system is comprised of the Equipment, all software, and any license(s) provided by 3RD EYE.

1.2 “3rd Eye Data” means CUSTOMER-identifiable data, including video and audio, collected by the 3rd Eye Digital installed on the CUSTOMER’s Vehicle(s).

1.3 “3rd Eye Service” means 3RD EYE’s proprietary vehicular monitoring and reporting services, as more fully set forth in Technology and Services.

1.4 “3rd Eye Reports” means videos, data and reports provided by 3RD EYE to CUSTOMER hereunder.

1.5 “Contract Price” means the price charged for Products or Services purchased under the Agreement as stipulated herein. To the extent prices are not prescribed in this Agreement, said prices will be 3RD EYE’s “then-current” charges for such services. 3RD EYE reserves the right to revise pricing for Products and/or Services in the event said prices are based upon written assumptions and those assumptions are determined to be inaccurate.

1.6 “3RD EYE Web Portal” means the 3RD EYE website through which CUSTOMER may access the 3rd Eye Reports.

1.7 “Confidential Information” means (a) in the case of 3RD EYE, (i) the Services, the Technology (including, without limitation, the 3rd Eye ), the 3RD EYE Web Portal, and all software and documentation therefore, (ii) all exhibits to this Agreement and all 3RD EYE quotes and pricing terms, and (iii) all statistics, scores, reports or other analyses created by 3RD EYE, including Aggregated 3RD EYE Data; (iv) all information concerning the business of the 3RD EYE obtained by the CUSTOMER, including without limitation financial information, business methods, processes and procedures, clients and customers (including names and other information), marketing plans, and trade secrets. Notwithstanding the foregoing, for purposes of this Agreement Confidential Information does not include information that a Party can demonstrate: (A) is publicly available at the time of disclosure or subsequently becomes publicly available through no fault of the recipient Party; (B) is rightfully acquired by the recipient Party from a third party who has a legal right to possess and disclose such information; (C) is independently developed by the recipient Party without use of or access to the disclosing Party’s Confidential Information; or (D) was already known to the Party receiving the same at the time of disclosure.

1.8 “CUSTOMER” has the meaning set forth in the first paragraph of the Framework Agreement.

1.9 “CUSTOMER Account(s)” means CUSTOMER’s account with 3RD EYE for the Services, available through 3RD EYE Web Portal.

1.10 “CUSTOMER Data” means the following data provided and/or owned by CUSTOMER hereunder: the Driver Identification Information; the Vehicle Identification Information; the 3rd Eye Data; and the J1939 Data.

1.11 “Dispute” has the meaning set forth in Section 13.2.

1.12 “ Driver Identification Information” means identification data for CUSTOMER ’s drivers, including, without limitation, the names and photographs of d rivers, and the Vehicle Identification Information for the Vehicle(s) that each driver routinely operates.

1.13 “Effective Date” means the date set forth on the first page of this Agreement.

1.14 “End User” means an individual who (a) is an employee, agent or consultant of CUSTOMER, and (b) is authorized by CUSTOMER to remotely access a CUSTOMER Account on the 3RD EYE Web Portal.

1.15 “ Equipment” means all 3RD EYE -supplied hardware, firmware or other equipment provided to CUSTOMER by or for 3RD EYE hereunder, including, without limitation, the 3rd Eye hardware.

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 32 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

1.16 “Fees” are set forth in Technology and Services.

1.17 “Hardware” means cameras, monitors, Gateway, associated wiring harnesses, connectors, mounting brackets, and related peripheral hardware.

1.18 “Installation Location” means any CUSTOMER location that has deployed the Service.

1.19 “Software” shall mean the Application or Embedded Software.

1.20 “Trigger Event” means an event which automatically causes the 3rd Eye system to capture video and transmit it to 3rd Eye internal review staff to assess the video for validity or false positives. Events may be triggered by accelerometer inputs such as hard braking, sharp turns or rapid acceleration. Depending on what Services are subscribed to by CUSTOMER, additional factors may trigger video capture such as non - seat belt use, failure to stop at a stop sign, etc.

1.21 “ User IDs” means unique user identification codes and passwords used to access one or more CUSTOMER user account(s) on the 3RD EYE Web Portal. User IDs are not to be shared between users of the 3RD EYE Web Portal. Sharing User IDs shall constitute a material breach of this Agreement.

1.22 “Vehicle” means a vehicle owned or operated by CUSTOMER and used in connection with the Services provided hereunder. Each Vehicle shall be assigned a driver by CUSTOMER, and 3RD EYE shall be notified of any change in Vehicle location or driver assignment.

1.23 “Vehicle Identification Information” means information sufficient for specific identification of e ach Vehicle used in connection with the Services, including, without limitation, a Vehicle ’s chassis vehicle identification number (“VIN”), any 3RD EYE -supplied identification or fleet number, a brief description (including but not limited to: chassis make & model, body make and model, and cab/body color), and assigned location(s).

Customer Responsibilities

1. Web Portal – Remote Access Terms
 Each person authorized by CUSTOMER to access and/or use the 3RD EYE Web Portal (an “End User”) must agree to the Web Portal’s terms of use.
 Each End User must be assigned a unique User ID and password.  No User ID or password may be shared by more than one End User.  CUSTOMER shall remain liable to 3RD EYE for all uses of User IDs.  CUSTOMER shall notify 3RD EYE if any End User departs CUSTOMER’s employ or changes position such that that End User should no longer be an End User.

2. 3rd Eye Service.
a. Preparation. At CUSTOMER’s expense, CUSTOMER shall be solely responsible for preparing Vehicles, computer systems and other installation areas where any Equipment will be installed by or for 3RD EYE hereunder, including, without limitation, providing electricity for the Equipment, complying with any CUSTOMER tasks or obligations hereunder, and such other matters as are reasonably necessary to prepare such Vehicles, computer systems, and areas for installation consistent with 3RD EYE ’s instructions, applicable laws and/or applicable regulations, including, without limitation, building codes, department of motor vehicle codes and real property lease(s).
b. Installation Schedule. CUSTOMER and 3RD EYE agree to use commercially reasonable efforts to complete the installation of all Installation Locations on an agreed-upon schedule reached between the 3RD EYE and CUSTOMER. CUSTOMER exp ressly acknowledges that 3RD EYE may engage a third party to install Equipment.
c. Access; Protection. CUSTOMER shall provide 3RD EYE (and/or its designee) prompt, full and free access to all Vehicles, computer systems and installation areas where any Equipment will be installed by or for 3RD EYE hereunder. Once the Equipment is installed, CUSTOMER will not, and will not allow any third party, including, without limitation, 3RD EYE’s competitors, CUSTOMER’s employees, consultants, agents and/or anyone having access thereto, to inspect, move, remove, alter, modify or reverse engineer the 3rd Eye DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 33 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

Digital or the 3RD EYE Web Portal (including adjusting any settings) without the prior written consent of 3RD EYE.
d. Vehicle or Facilities Not Available. If 3RD EYE or a third party hired by 3RD EYE is required to experience significant delays or make more than one trip to an Installation Location due to subject Vehicle not being available or operational, or lack of suitable and adequate indoor facilities to perform t he installation, CUSTOMER agrees to pay applicable charges as set forth in Technology Services Menu (Exhibit A). e. Identification and Contact. CUSTOMER further agrees, and CUSTOMER acknowledges that the requirement for CUSTOMER to provide 3RD EYE with the following information at least thirty (30) days prior to the system “go live” date, is critical to 3RD EYE’s ability to perform hereunder, and CUSTOMER’s failure to do so may delay the start-up date. CUSTOMER understands and expressly agrees that it has the obligation to maintain the data and keep it current and accurate. The Driver Identification Information shall include, but may not be limited to, name, and Vehicle assignment into the Service for the purpose of identifying CUSTOMER’s drivers during analysis.
 Customer Data Requirements:
 Vehicle &Driver List:
 Drivers matched to specific Vehicle
 Sorted by Customer Site Locations
 Customer Site(s) Contact Information
 Name(s), Phone, Email Address
f. Customer Requirements. CUSTOMER shall be obligated to the following performance requirements as a material term of this agreement.
i. Provide to 3RD EYE and maintain accurate and complete Vehicle Identification Information within the 3RD EYE’S CUSTOMER portal, during the Term of this Ag reement. CUSTOMER is solely responsible for initially providing all Vehicle Identification Information to 3RD EYE promptly upon request by 3RD EYE (with complete information being provided at least thirty (30) days prior to initial startup in any event) an d maintaining the accuracy thereof after the initial account set -up by 3RD EYE. When a Vehicle is decommissioned, CUSTOMER must promptly update that Vehicle’s status to “inactive” and notify the 3RD EYE.
ii. Provide to 3RD EYE, and subsequently maintain accurate and complete contact information of the fleet supervisor(s) responsible for the day -to-day management and coaching of the drivers who will operate Vehicles in connection with the Services.
iii. Provide to 3RD EYE, and subsequently maintain accurate and complete information for the appropriate information technology personnel responsible for the on -going maintenance and troubleshooting of any Equipment at each Installation Location.
iv. Provide a safe, suitable and adequate work environment for 3RD EY E employees or agents at CUSTOMER’s facilities as more fully set forth in Section 4.5. v. Promptly notify 3RD EYE of, and provide 3RD EYE all relevant information sufficient to locate and duplicate, any of the following: a programming error in the 3RD EYE Web Portal; a malfunction in the Equipment; any problem related to the remote access of driving events; or other issues with respect to 3RD EYE’s provision of the Services or Equipment hereunder. CUSTOMER agrees to provide 3RD EYE with reasonable access to all necessary personnel, facilities, and Equipment for the purpose of providing the support services hereunder .

3. Training. CUSTOMER represents and warrants to 3RD EYE the following with respect to Training Services received hereunder:
a. All personnel using the 3rd Eye system and/or the 3RD EYE Web Portal shall obtain the appropriate end- user training and be qualified to perform their duties and responsibilities. b. CUSTOMER shall provide timely and accurate coaching to CUSTOMER’s drivers based on the information supplied by 3RD EYE pursuant to this Agreement.
c. CUSTOMER shall: (i) review the information provided by 3RD EYE pursuant to this Agreement, (ii) take appropriate corrective action (e.g., coaching), as necessary, and (iii) document said corrective action (e.g., DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 34 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

coaching session(s)) in writing. This includes, without limitation, addressing specific driver behavior, or any issue reflecting a systemic pattern of operator behavior in CUSTOMER’S fleet of Vehicles.

4. Risk of Loss, Tampering and Maintenance. CUSTOMER further represents and warrants the following:
a. Unless CUSTOMER first seeks 3RD EYE’s written permission, only 3RD EYE may modify or alter the original specifications of the 3rd Eye hardware, firmware, or the 3RD EYE Web Portal. CUSTOME R ACCEPTS AND ASSUMES THE ENTIRE RISK OF LOSS, DAMAGES, THEFT OR DESTRUCTION UPON CUSTOMER’S RECEIPT OF

THE EQUIPMENT (WHETHER OR NOT COVERED BY A CUSTOMER INSURANCE POLICY), INCLUDING, WITHOUT LIMITATION, WHEN THE EQUIPMENT IS ON CUSTOMER’S PREMISES OR IN THE POSSESSION OR CONTROL OF CUSTOMER OR CUSTOMER ’S EMPLOYEES, CONTRACTORS OR AGENTS, AND TITLE SHALL TRANSFER AT THE CONCLUSION OF THE INITIAL SAAS SUBSCRIPTION TERM. b. CUSTOMER shall protect the Equipment from any undo harm or damage caused by CUSTOMER ’s employees’, contractors’, or agents ’ abuse or negligence, employing at all times at least a reasonable standard of care.
c. CUSTOMER shall limit access to the Equipment to an identifiable group of CUSTOMER’s employees or 3rd Eye employees or agents. CUSTOMER must use appropriate physical and data security procedures to limit access to these systems, employing at all times at least a reasonable standard of care. d. Each End User will be assigned a User ID consisting of an ID and password, to enable access to CUSTOMER’s account. All User IDs shall be associated with an email address that is a 3RD EYE-specific email domain name. CUSTOMER will ensure that its End Users abide by the terms of this Agreement and do not share System access credentials. Without limiting the foregoing, CUSTOMER shall remain liable to 3RD EYE for all uses of any User ID.
e. CUSTOMER shall obtain, and possesses at all times during the Term of this Agreement, the necessary rights from or governing each vehicle operator or End User so a s to remain in compliance with the terms and conditions of this Agreement, including, without limitation, 3RD EYE’s right to collect, assess, and store video of vehicle operators as well as CUSTOMER’s data provision and protection obligations. f. CUSTOMER shall provide a basic level of maintenance and troubleshooting of the Equipment supplied to CUSTOMER by 3RD EYE for the purpose of assisting 3RD EYE in delivering the Service, including, but not limited to, replacing inoperable devices with spare devices, or other actions requested by 3RD EYE. g. If requested to remove Equipment by 3RD EYE, CUSTOMER shall return the Equipment to 3RD EYE as required in a timely manner for the purpose of replacing the Equipment or facilitating problem diagnosis.

Replacement Equipment will be under warranty for the remainder of the warranty period to the extent such original Equipment was defective.
h. 3RD EYE shall replace Equipment damaged by CUSTOMER at CUSTOMER ’s expense. If preapproved by 3RD EYE in writing, CUSTOMER shal l replace Equipment mounts in Vehicles when replacement is due to CUSTOMER’s activities or intervention, such as windshield repair or other circumstances, initiated by CUSTOMER after the Equipment’s initial installation in CUSTOMER’s Vehicles. Any such CUSTOMER repair shall be documented in the CUSTOMER vehicle maintenance records.

5. Internet and Power. CUSTOMER further represents and warrants as follows:
a. CUSTOMER is solely responsible for providing and maintaining a dedicated, high -speed (10 MBits/sec minimum) Internet service to allow for proper functioning of the Equipment, including, without limitation, the transmission of data between CUSTOMER’s Vehicles and 3RD EYE’s servers. b. CUSTOMER shall provide minimum requirements for personal computer dev ices to properly access information, video recordings, and data analysis via the 3RD EYE Web Portal. Google Chrome is recommended, however, Microsoft supported internet browser can be used as an alternative, although system performance may be limited. 3RD EYE may update these minimum requirements at any time at its sole discretion, and will use commercially reasonable efforts to provide CUSTOMER ninety (90) days’ notice of same.

6. 3RD EYE Employees and Personnel. CUSTOMER further represents and warrants the following:
a. CUSTOMER shall provide a safe, suitable and adequate work environment for 3RD EYE employees or agents at CUSTOMER ’s facilities or locations when 3RD EYE is providing Services or related efforts, DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 35 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

including, without limitation, (i) Equipment installation, (ii) troubleshooting, (iii) contract maintenance, (iv) warranty work, or (v) training. For the purposes of this Agreement, “safe, suitable and adequate ” shall include, but is not limited to, the following parameters: indoor, heated facilitie s equipped with OSHA - compliant ventilation, ladders, platforms, or fall protection devices. b. CUSTOMER shall establish and adhere to a schedule for installation, maintenance and/or repair of the Equipment in advance, subject to the approval of 3RD EYE technicians to ensure Vehicles are available for Service Work such that 3RD EYE personnel can perform and complete same in a timely and reasonable manner. Delays in such schedule which exceed thirty (30) minutes caused by CUSTOMER (e.g., facilities or Vehicles being unavailable) shall be subject to additional charges in accordance with Technology Services Menu (Exhibit A).

7. 3RD EYE Services Network and Equipment. CUSTOMER further acknowledges and agrees to the following:
a. 3RD EYE’s provision of the Technology and/or Services hereunder utilizes third party network services, such as communications networks (e.g., Internet Service Providers, cellular carriers). 3RD EYE ’s data is transmitted through, and 3RD EYE configures and manufactures its Equipment (hardw are) and software based upon, such networks (the “3RD EYE Services Network”). b. During the Term, the 3RD EYE Services Network may undergo changes – either at 3RD EYE’s discretion or based upon technological changes available from or required by 3RD EYE ’s service providers and/or utilities. Such changes may require CUSTOMER to purchase new or supplemental hardware (e.g., Equipment) and/or software upgrades hereunder to receive the Technology and/or Services. c. CUSTOMER must purchase (at 3RD EYE ’s then-current pricing) and implement, as applicable, all such new, supplemental and/or upgraded items upon 3RD EYE ’s notice of same. Any failure by CUSTOMER to purchase and/or implement, as applicable all new, supplemental and/or upgraded items, as required under this Section 4.6, shall constitute a material default, subject to Section 9.5 below. d. At 3RD EYE ’s sole discretion, 3RD EYE may at any time during the Term replace or substitute any Equipment used by or for CUSTOMER with new or different equipment of any b rand, model or version, from any source or 3RD EYE, provided that such replacement or substitute equipment provides like features and functionality.
e. CUSTOMER expressly agrees to the Wireless Carrier Agreement Flow-Through Terms & Conditions as set forth in Wireless Carrier Agreement Flow Through Terms & Conditions. f. CUSTOMER expressly agrees to the obligations as set forth in the Data Privacy section below.

8. Miscellaneous. CUSTOMER further acknowledges and agrees to the following:
a. 3RD EYE makes no representation or guarantee that the use of 3rd Eye Products and/or Services will avert or prevent any particular accident, injuries, property damage, or other occurrences. CUSTOMER understands that the efficacy of 3rd Eye ’s Products and Services is related to the quality, timeliness, and consistency of 3RD EYE coaching and enforcement of 3RD EYE training and workplace policies. b. CUSTOMER will pay 3RD EYE to troubleshoot any issues or proble ms caused by CUSTOMER’s breaches or failure of CUSTOMER’s representation and warranties set forth in this Article 4. The applicable rates for such work are set forth in Technology Services Menu (Exhibit A), exclusive of expenses. c. CUSTOMER must contact 3RD EYE technical support immediately upon noticing or experiencing any issue that interrupts CUSTOMER’s use of any Service, including but not limited to the following: (i) downloading events from its Vehicles; (ii) transmitting events to 3RD EYE’s network; (iii) viewing events that 3RD EYE has analyzed for CUSTOMER; and/or (iv) viewing any reports supplied by 3RD EYE. d. 3RD EYE ’s ability to perform in accordance with this Agreement depends upon CUSTOMER ’s and its personnel’s prompt performance of and compliance with all of the terms and conditions of this Agreement.

CUSTOMER will, and will cause its employees, contractors and other personnel, to: (i) comply with this Agreement; (ii) provide access to 3RD EYE and its personnel for the installation of Equipme nt and/or provision of Services; (iii) follow procedures and instructions as established by 3RD EYE to facilitate provision of all Services hereunder; (iv) provide operator coaching based on 3RD EYE’s transmittal of each Trigger Event with respect to drivi ng practices, risk avoidance and other CUSTOMER -recommended DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 36 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

procedures so as to maximize CUSTOMER ’s benefits of the Services; and (v) provide cooperation, assistance, information and resources as reasonably necessary, at CUSTOMER’S cost, to enable 3RD EYE to perform under this Agreement.

Data Privacy
Without limiting any of CUSTOMER ’S obligations, representations, warranties or covenants under the Agreement, if CUSTOMER, or any individuals whose Personal Information is included in the CUSTOMER Data, are resident in Canada, CUSTOMER represents, warrants, and covenants to 3RD EYE as follows:

1. CUSTOMER has complied and will comply with all applicable federal, provincial, and territorial laws and regulations regarding the collection, use, disclosure, recording and provision by CUSTOMER of all CUSTOMER Data. CUSTOMER is familiar with the requirements of such laws, which may vary depending on CUSTOMER ’S jurisdiction and corporate status, and may include, without limitation, the Personal Information Protection and Electronic Documents Act, SC 2000, c 5, the Personal Information Protection Act, SA 2003, the Personal Information Protection Act, SBC 2003, c 63c P -6.5, the Act respecting the protection of personal information in the private sector, CQLR c P -39.1, the Privacy Act, RSC 1985, c P-21, the Freedom of Information and Protection of Privacy Act, RSO 1990, c F.31, the Municipal Freedom of Information and Protection of Privacy Act, RSO 1990, c M.56, and any other law or regulation applicable to the collection, u se, and disclosure of Personal Information (“Privacy Laws”).

2. CUSTOMER has obtained any consents, or provided any notices, as may be required under the applicable Privacy Laws to permit the collection, use, disclosure, recording and provision by CUSTOMER of the Personal Information within the CUSTOMER Data, and 3RD EYE’s collection, access, use, storage and disposal of such CUSTOMER Data, as contemplated hereunder.

3. 3RD EYE ’s collection, access, use, storage and disposal of the CUSTOMER Data, as contemplated hereunder, will comply with all applicable Privacy Laws, and all other applicable provincial, territorial, and federal laws and regulations.

4. CUSTOMER understands and agrees that any CUSTOMER Data may be transferred to, and processed and stored in, the United States of America or Canada.

5. On receipt of any withdrawal of any consent by a data subject whose Personal Information is included in the CUSTOMER Data, CUSTOMER shall promptly forward such request to 3RD EYE, together with any information needed to assist 3RD EYE in identifying the CUSTOMER Data and Personal Information in question.

6. CUSTOMER agrees to defend (at 3RD EYE ’s sole option), indemnify and hold harmless the 3RD EYE Indemnitees, from and against any and all 3RD EYE Liabilities incurred by a 3RD EYE Indemnitee as a result of any claims, demands, actions or lawsuits brought by any third party based on a breach by CUSTOMER, or its employees, agents or personnel, of the covenants, representations and warranties set forth in these Data Privacy Requirements. 3RD EYE agrees to notify CUSTOMER of any such claim promptly in writing and, if 3RD EYE opts to allow CUSTOMER to defend 3RD EYE, to allow CUSTOMER to control the proceedings. 3RD EYE agrees to reasonably cooperate with CUSTOMER during such proceedings. CUSTOMER shall defend and settle at its sole expense all proceedings arising out of the foregoing. If 3RD EYE determines to defend any 3RD EYE Indemnitee hereunder, CUSTOMER and/or its Indemnities shall allow 3RD EYE to control the proceedings, cooperate fully with 3RD EYE during such proceedings, and bear all 3RD EYE costs associated with such defense and/or settlement. Any such settlement by 3RD EYE wherein the settlement or court verdict is indemnified by CUSTOMER shall require the CUSTOMER’s agreement, such agreement not to be unreasonably withheld or delayed.

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 37 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

Exhibit C
WHAT’S INCLUDED

Data Storage & Research
Data Retention. Data collected by 3RD EYE from CUSTOMER shall be retained according to the following schedule.

DATA TYPE RETENTION DURATION
All collected video and data Stored on SD card until overwritten “Non-Event” – any Trigger Event determined by
3RD EYE to be a non-event
180 days on 3RD EYE Server
“Coaching Event” – any Trigger Event
determined by 3RD EYE to be transmitted to
CUSTOMER for coaching
180 days on 3RD EYE Server
“Requested Event” – any event or stipulated
time frame requested by CUSTOMER in writing
to be retrieved by 3RD EYE and sent to

CUSTOMER
1 years on 3RD EYE Server, or 1-year after
contract termination, whichever is less
“Keep Event” – a Coaching Event designated in
writing by CUSTOMER requesting 3RD EYE to
keep
1 years on 3RD EYE Server, or 1-year after
contract termination, whichever is less
Optional Supplemental Storage – On demand,
per CUSTOMER requirements at then-current
data storage prices
Variable; as mutually agreed
Support Services
Failure to Notify. For any errors, malfunctions and problems for which CUSTOMER has NOT given 3RD EYE a Support Notice, CUSTOMER will hold 3RD EYE harmless for any claims arising due to a failure or issue with the Service or Equipment provided hereunder.
determination, 3RD EYE, at its discretion, may: (a) provide CUSTOMER other Equipment or parts; (b)

LIMITED WARRANTY

WARRANTY PERIOD
 Unless a separate written Agreement with 3rd Eye is provided, a non-transferrable 1 Year warranty shall apply for the original purchaser from the date of hardware installation or the date of original purchase, whichever occurs first. Troubleshooting, labor, travel time, freight and miscellaneous costs are not covered.

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF 38 | P a g e T h e p r i c i n g i n t h i s d o c u m e n t i s s u b j e c t t o c h a n g e a n n u a l l y .

 New replacement hardware replaced under warranty shall be covered for the remaining period of the initial warranty term.
 Cables, connectors , splitters, adapters and refurbished hardware shall carry a 90-day warranty from the original date of hardware installation or the original date of purchase, whichever occurs first shall apply.  Labor and workmanship provided by a certified 3rd Eye technician shall carry a 90 -day warranty from the original date of service.

WARRANTY REIMBURSEMENT
 To submit for warranty reimbursement, CUSTOMER must notify 3rd Eye in writing by obtaining a 3rd Eye Return Material Authorization (RMA) number within the relevant Warranty Period. The authorized RMA the CUSTOMER receives must be marked on the outside of the package returning the failed component and sent prepaid and packaged appropriately for safe shipment. The RMA number will serve as the warranty claim reference number. 3rd Eye will either repair or credit the cost of the defective component at its discretion. To request for an RMA number please complete the online RMA form found at www.3rdEyecam.com or call 866.804.2984.
 If the failure analysis of the retur ned hardware determines the cause of failure was other than material or workmanship covered under the terms of this limited warranty, the CUSTOMER agrees to pay 3rd Eye Cam for the replacement hardware, labor and expenses.

WARRANTY DISCLAIMER
 This warranty shall become null, void, and not apply if CUSTOMER fails to notify 3rd Eye in writing of such defects prior to the expiration of the Warranty Period, if the defect is not reproducible, or if the defect is caused by (a) CUSTOMER damage, negligence, misuse, tampering, accident, fire, variation or interruption of electricity; (b) failure by CUSTOMER to properly install, maintain, or use hardware; (c) alterations made by anyone other than 3rd Eye to the 3rd Eye Hardware after installation; (d) any attempt to service the 3rd Eye Hardware other than by 3rd Eye’s service technicians or (e) any hardware, software or part not approved by or not supplied by 3rd Eye. 3rd Eye shall not be responsible for the safeguarding or retention of CUSTOMER’s or any third-party software, firmware, information or memory data contained in, stored on, or integrated with any 3rd Eye Hardware that is returned to 3rd Eye pursuant to any warranty provided under this Agreement.  3RD EYE HEREBY DISCL AIMS ALL WARRANTIES, EXPRESS, IMPLIED, O R STATUTORY , INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE. 3RD EYE MAKES

NO CLAIM THAT THE SO FTWARE WILL WORK IN COMBINATION WITH ANY HARDWARE OR SOFTWAR E

PRODUCTS PROVIDED BY THIRD PARTIES, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED

OR ERROR FREE, THAT ALL DEFECTS IN THE S OFTWARE CAN BE CORRECTED, OR THAT ANY SPECIFIC RESULT

OR OUTCOME WILL BE A CHIEVED BY UTILIZING THE PRODUCTS OR THI RD-PARTY HARDWARE PROVIDED BY 3RD EYE CORRECTED, O R THAT ANY SPECIFIC RESULT OR OUTCOME WILL BE A CHIEVED BY UTILIZING THE PRODUCTS OR THIRD-PARTY HARDWARE PROVIDED.

DocuSign Envelope ID: 7C5D543E-54B8-449B-B1FC-7751F02C68CF

COUNCIL COMMUNICATION
CC #:
3397
File #:
0800-02
Title:

Biosolids Hauling Services – Sole Source Contract Purchase Agreement Amendment
Contact:

Jason Fick 916-746-1940 [email protected]

Meeting Date: 6/19/2024
Item #: 7.9.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute Amendment No. 1 to the Contract Purchase Agreement (CPA 3002846) with Synagro WWT, Inc. to extend both the agreement term to December 31, 2024 and the not-to-exceed amount by $500,000, to a total non-to-exceed amount of $1,300,000, to cover the purchase of biosolids hauling services at the Pleasant Grove Wastewater Treatment Plant (PGWWTP) for an additional six months.

BACKGROUND
A sole source Contract Purchase Agreement (CPA 3002846) with Synagro WWT, Inc. was approved by Council with Resolution No. 23-285 on June 21, 2023 for PGWWTP’s Class B biosolids hauling services for FY2023-24. The City also currently has a contract with Synagro WWT, Inc. to haul away and beneficially use Class B biosolids produced at the City's Dry Creek Wastewater Treatment Plant (DCWWTP). This contract was approved for multi-year approvals and the final contract year will end on December 31, 2024.

Environmental Utilities (EU) Department staff propose to amend the abovementioned CPA 3002846 to extend the agreement term from June 30, 2024 to December 31, 2024, and to increase the agreement not-to-exceed amount from $800,000 to $1,300,000 to cover the cost of biosolids hauling services for PGWWTP. This proposed agreement extension will allow EU staff to complete a Request for Proposals for hauling and beneficial use of Class B biosolids generated from both PGWWTP and DCWWTP under one new contract. Having alignment of hauling biosolids from both plants under one contract is critical for both pricing and contract management.

FISCAL IMPACT
The total cost of this amendment is $500,000 and the amended total not-to-exceed amount of the agreement is $1,300,000. Funding for this amendment is included in the FY2024-25 proposed budget of the Wastewater Operations Fund.

ENVIRONMENTAL REVIEW
The proposed project involves the maintenance of an existing facility. This activity is categorically exempt from CEQA as a Class 1 Exemption (State CEQA Guidelines Section 15301). The Exemption has been prepared and no further CEQA action is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community
Goal E - Deliver exceptional city services

Respectfully Submitted,
Jason Fick, Environmental Utilities Operations Superintendent Richard D. Plecker, Environmental Utilities Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-211
First Amendment to Contract Purchase Agreement -
CPA 3002846
CEQA Exemption
RESOLUTION NO. 24-211

APPROVING CONTRACT PURCHASE AGREEMENT AMENDMENT #1, BY AND BETWEEN THE CITY OF ROSEVILLE AND SYNAGRO WWT, INC., AND

AUTHORIZING THE CITY MANAGER TO EXECUTE IT

ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, Contract Purchase Agreement Amendment #1 (3002846) for additional hauling and disposal of wastewater treatment sludge from the Pleasant Grove Wastewater Treatment Plant, between the City of Roseville and Synagro WWT, Inc., has been reviewed by the Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said amendment is approved and the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 20__, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

_______________________________
MAYOR

ATTEST:

__________________________
City Clerk

CTYQF

ROSEVILLE
CALF0RNIA
ContractPurchaseAgreement3002846
SupplierDetails:

CompanySynagroWWTInc
ContactJohnPugliaresi
Address435WilliamsCtSte100
Baltimore,MD21220
Submityourresponseto:

CompanyCityofRoseville
ContactSueJessup
AddressPurchasingDivision
311VernonSt
Roseville,CA95678
Phone(916)746-1107
Fax(916)746-1115
[email protected]
ThisContractPurchaseAgreementissentforyourreviewandacceptance.NotifytheBuyerviaemailofanyneeded changestothecompanyname,address,andcontactinformation.TheBuyerwillupdatetheagreementpriortoyou signingthedocument.

ReturnsignedcopiesoftheagreementtotheBuyernotedontheagreement.Alterationsormodificationstothe agreementarenotallowed.Uponreceiptofallnecessarydocuments,theCitywillsigntheagreementandreturna fullyexecutedcopytoyou.Receiptofthesignedcopywillbeyournoticetoproceedwiththeworkinaccordancewith thetermsandconditionsoftheagreement.Workmustnotbeginuntilthecontracthasbeenfullyexecuted.

Thefollowingguidelinesmustbefollowedforthesignatureblockontheagreement:

Soleproprietorship-Byowner
Partnership-Anygeneralpartner
Corporation-Twooptions:
(1)AsignaturefromthePresidentandthecorporateseal;OR
(2)OnesignaturefromtheChairmanoftheBoard,President,oranyVicePresidentonesignaturefrom theSecretary,anyAssistantSecretary,ChiefFinancialOfficer,oranyTreasurerorAssistantTreasurerofthe corporation
*GeneralManager.OfficeManaaerand/orSalesManagerarenotcorDorateofficertitles.Theagreementwillbe rejectedifnotsignedinaccordancewiththeseguidelines.

Insurancerequirements:

TheCity’sinsurancerequirementsarereferencedonAttachmentAoftheagreement.Bysigningtheagreement,you areconfirmingthatyourcompanyhastheminimuminsurancelimitsrequired.

CITYOF%“-

ROSEVILIE
CALIF0RNIA
ContractPurchaseAgreement3002846
InvoiceToCityofRoseville
AccountsPayable
311VernonSt
ROSEVILLECA95678
(916)774-5488
(916)784-3796
[email protected]
DescriptionofAmendment#1
Labor,
equipment
and/ormaterials
elslôn.

AgreementAmount
SupplierSynagroWWTInc
435WilliamsCtSte100
Baltimore,MD21220
Phone:0
Fax:0
Email:[email protected]
PleasecontactDanikaSpainintheEnvironmentalUtilitiesDepartmentat [email protected]. *Totalagreementisanapproximatevalueonly.TheCitydoesnotguarantee whatsoevertheactualamounttobespent.
15003Net30FreightonBoardatthedestinationDestinationBestMethod SueJessupPhone1-916-746-1107
Attention:TotalCostnottoexceedtheagreementamountwithoutpriorapprovalofthePurchasingoffice. 3002846
20-APR-2023
4 11-MAY-2024
2 1,300,000.00USD
Phone:

Fax:

Email:

Contractpurchaseagreement3002846,whichwasexecuted6/21/2023,ishereby modifiedasfollows:

Theagreementamountismodifiedfrom$800,000.00to$1,300,000.00andthe expirationdatemodifiedfrom6/30/2024to12/31/2024.Thepurposeofthismodification istoallowforadditionalhaulinganddisposingofwastewatersludgefromthePleasant GroveWastewaterTreatmentPlant(PGWWTP)usingClassBservices.

Allotherprovisionsoftheagreementshallremainunchangedandinfullforceand effect.
2 ContractPurchaseAgreement3002846
::::‘
4 (I
!.‘)
‘I
•)•,
b,t
‘1p
Print
Name:

Title:

CityofRoseville,AMunicipalCorporation
Signature:

PrintDominickCasey
Name:

Title:CityManager
Supplier
Signature:

Signature:

Supplier
3 Notice of Exemption

To: Placer County Clerk From: City of Roseville
Recorder’s Office Development Services Dept.
2954 Richardson Drive 311 Vernon Street
Auburn, CA 95603 Roseville, CA 95678

Project Title: Biosolids Hauling Services – Sole Source Contract Purchase A

Project Location(s): Pleasant Grove WWTP, 5051 Westpark Drive ( APN 017 -101-025-000), Roseville, 95747.

Project Description: The City proposes the adoption of a resolution authorizing the City Manager to execute Amendment No. 1 to the Contract Purchase Agreement (CPA 3002846) with Synagro WWT, Inc. to extend both the agreement term to December 31, 2024 and the total not - to-exceed amount to $1,300,000 to cover the purchase of biosolids hauling services at the Pleasant Grove Wastewater Treatment Plant (PGWWTP) for an additional six months . The hauling of biosolids is part of ongoing necessary maintenance at the PGWWTP and would not result in an expansion of use.

Public Agency Approving Project: Roseville City Council

Agency/Individual Carrying Out Project: City of Roseville Environmental Utilities Department

Reason why this Project is Exempt: The project qualifies for a Class 1 Categorical Exemption as described in Section 15301 of the California Environmental Quality Act (CEQA) guidelines which states:

“Class 1 (Existing Facilities) consists of the …maintenance… of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use.

The project consists of an amendment to an existing contract for the hauling of biosolids from the PGWWTP. The contract amendment would provide for ongoing necessary maintenance of the PGWWTP and would not result in expansion of use. Consequently , the Class 1 Categorical Exemption applies.

Lead Agency Contact Person : Jason Fick, Roseville Department of Environmental Utilities (916-746-1940).

Signature: Date: 6/5/2024
Jessica Lynch, Environmental Coordinator
City of Roseville

COUNCIL COMMUNICATION
CC #:
3390
File #:
0203-09
Title:

Ferric Chloride Feed System - Sole Source Purchase Order Contact:

Arashdeep Singh 916-746-1854 [email protected]

Meeting Date: 6/19/2024
Item #: 7.10.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council approve a sole source purchase order with TW Associates, LLC dba MISCOWater to purchase a ferric chloride feed system for the Pleasant Grove Wastewater Treatment Plant.

BACKGROUND
An increase in struvite formations were observed by Pleasant Grove Wastewater Treatment (PGWWTP) staff in critical areas of the treatment process after the PGWWTP Expansion Project digesters were operational. Struvite formation constricts pipes and damages pumps, hindering the overall process of the plant.

PGWWTP staff entered into a plant trial with Kemira Water Solutions Inc. using their proposed ferric chloride feed system and ferric chloride injection upstream of the plant’s centrifuges to mitigate the rapid formation of struvite between the digesters and the centrifuges. The trial was successful in mitigating the obstructing formations and, therefore, it was determined that implementing a ferric chloride feed system upstream of the centrifuges combined with a ferric feed to the digesters was the best solution to PGWWTP’S struvite formation.

ProMinent Fluid Controls Inc. is the manufacturer of the ferric chloride feed system currently used at PGWWTP for direct feed to the digesters. These new pumps are being installed to supplement the existing pumps within the existing Ferric Chloride facility at the PGWWTP.

TW Associates, LLC dba MISCOWater is the only company in Northern California that is authorized by ProMinent Fluid Controls, Inc (ProMinent) to sell directly to local, county and state governments, contractors and/or system integrators. New equipment warranties will only be honored by ProMinent when purchased and serviced through an authorized representative.

FISCAL IMPACT
The not-to-exceed amount of this purchase is $119,000. Funding for this purchase will be provided from the PGWWTP - 2020 Expansion Project funded by South Placer Wastewater Authority (SPWA).

ENVIRONMENTAL REVIEW
Implementation of the PGWWTP Expansion Project was previously evaluated in the Pleasant Grove Wastewater Treatment Plant Expansion and Energy Recovery Project Final Initial Study/Mitigated Negative Declaration (IS/MND) (SCH# 2016122040) (certified by the City Council on April 6, 2017), and the Addendum to the IS/MND (SCH# 2016122040) (certified by the City Council on November 7, 2018). The improvements associated with the purchase order are consistent with the project evaluated in the certified Final IS/MND and the Addendum, and consequently no additional CEQA action is required for the purchase of the ProMinent pump ferric chloride feed system for the Pleasant Grove Wastewater Treatment Plant. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community
Goal E - Deliver exceptional city services
Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Arashdeep Singh, Senior Engineer
Richard D. Plecker, Environmental Utilities Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description

COUNCIL COMMUNICATION
CC #:
3381
File #:
0203-03
Title:

Aqueous Ammonia (BACC 03-2024) – Contract Purchase Agreement Contact:

Becky Philipp 916-746-1110 [email protected]

Meeting Date: 6/19/2024
Item #: 7.11.

RECOMMENDATION TO COUNCIL
Staff recommends Council adopt a resolution to approve a contract purchase agreement (3003567) with Hill Brothers Chemical Company as the lowest responsive bidder for Bay Area Chemical Consortium (BACC) Bid No. 03-2024 for the supply and delivery of 29% aqueous ammonia for the Roseville Energy Park and authorize the City Manager to execute it on behalf of the City of Roseville. The bid allowed for three optional renewal years at one-year intervals. Staff requests authorization to continue utilizing the remaining optional renewal years of the bid contract without further Council approvals until the contract expires or until City staff determines that continuing with the same vendor is not in the City's best interest.

BACKGROUND
The Roseville Energy Park has an ongoing requirement for 29% aqueous ammonia (ammonium hydroxide). The chemical is used in the selective catalytic reduction (SCR) air pollution control system to reduce emissions of nitrous oxide. This chemical will be purchased as needed throughout the year.

In January 2024, the City participated in a regional chemical bid led by the Bay Area Chemical Consortium (BACC), with the Bay Area Clean Water Agency serving as the coordinating agency.

BACC is comprised of water and wastewater agencies in the Northern California area, working together to purchase chemicals by combining bid solicitations. BACC is an informal cooperative that advertises and opens sealed competitive bids and then prepares bid recommendations.

Combined bid solicitations offer vendors an opportunity to sell greater quantities of their products.

Because more than 50 public agencies are now participating, significant savings for chemical purchases are being passed along to the agencies’ water and wastewater customers.

FISCAL IMPACT
The estimated annual cost is $80,000. Funding is included in the Electric Department's proposed FY2024-25 budget in the Electric Fund. Projected spending for the optional renewal years is as follows: FY2025-26, $88,000; FY2026-27, $96,800; FY2027-28 106,000.

Hazardous material transport consistent with applicable safety regulations should not result in a significant environmental effect. Therefore, the proposed contract purchase agreement does not include the potential for significant environmental effect and is not subject to CEQA.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community

Respectfully Submitted,
Becky Philipp, Purchasing Supervisor
Dennis Kauffman, Assistant City Manager/Chief Financial Officer

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-200
Contract Purchase Agreement
RESOLUTION NO. 24-200

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY

OF ROSEVILLE AND HILL BROTHERS CHEMICAL COMPANY, AND AUTHORIZING

THE CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a contract purchase agreement (3003567) to supply and deliver 29% aqueous ammonia to the Roseville Energy Park on an as-needed basis, by and between the City of Roseville and Hill Brothers Chemical Company, has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is approved and the City Manager is authorized to execute it on behalf of the City of Roseville.

BE IT FURTHER RESOLVED that the City Manager or his designee is authorized to execute three (3) additional one (1) year renewal without further City Council approval, provided that the applicable budget is approved by the City Council each year, or until City staff determines that continuing with the same vendor is not in the City’s best interest.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR

ATTEST:

City Clerk
Contract Purchase Agreement 3003567
Supplier Details:

Company Hill Brothers Chemical Company
Contact Adam Hill
Address 3000 East Birch St Ste 108
Brea, CA 92821
Submit your response to:

The following guidelines must be followed for the signature block on the agreement:

Insurance requirements:

The City's insurance requirements are referenced on Attachment A of the agreement. By signing the agreement, you are confirming that your company has the minimum insurance limits required. 1 DocuSign Envelope ID: 0CAD5A4A-8129-4FF6-9E89-3098975811FD Contract Purchase Agreement 3003567
Agreement 3003567
Agreement Date 22-APR-2024
Revision 0
Agreement Amount 80,000.00 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier Hill Brothers Chemical Company
3000 East Birch St Ste 108
Brea, CA 92821
Phone:

Fax:

Email:
(916) 774-5488
(916) 784-3796
[email protected]
Phone:

Fax:

Email:
()
()
[email protected]
Description of
Labor,
equipment
and/or materials
Vendor shall supply and deliver 29% aqueous ammonia to the Roseville Energy Park on an as-need basis at a cost of $1.75 per gallon in accordance with all specifications, terms and conditions, and attachments of BACC Bid No. 03-2024. Deliveries to be made Monday - Friday between the hours of 7:00am-3:00pm.

Start Date:Upon Executed Agreement
End Date: 6/30/25
Please contact Tony Johnson at the Roseville Energy Park at 916-746-1656 or [email protected] for questions regarding this contract. *Total cost listed below is an approximation only. The City does not guarantee whatsoever the actual value of this agreement.

Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 11513 Net 30 Freight on Board at the destination Destination Best Method Start Date End Date Confirm To
"Becky" Rebecca Philipp Phone 1-916-746-1110
Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office.

2 DocuSign Envelope ID: 0CAD5A4A-8129-4FF6-9E89-3098975811FD Contract Purchase Agreement 3003567

Contract Terms and Conditions

1. To the fullest extent allowed by law, Contractor shall defend, indemnify, and save and hold harmless City, its officers, agents, employees and volunteers from any claims, suits or actions of every name, kind and description brought forth, or on account of, injuries to or death of any person (including but not limited to workers and the public), or damage to property, resulting from or arising out of Contractor's willful misconduct or negligent act or omission while engaged in the performance of obligations or exercise of rights created by this Agreement, except those matters arising from City's sole negligence or willful misconduct. The parties intend that this provision shall be broadly construed. Contractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

2. Contractor is an independent contractor, and shall not be considered an officer, agent or employee of the City.

3. Without the written consent of the City, this Agreement is not assignable by Contractor either in whole or in part.

4. Time is of the essence of this Agreement.

5. At any time during the term of this Agreement, the City has the right to terminate this Agreement, provided Contractor is given thirty (30) days written notice. City's termination shall be without further liability to City; however, Contractor shall be entitled to all costs reasonably incurred prior to the date of termination. Contractor acknowledges that City may terminate this Agreement should funds not be appropriated by its governing body to continue services under this Agreement.

6. This Agreement may only be amended or modified in writing. It is integrated and contains the complete understanding of the parties.

7. All equipment, supplies and services sold to the City of Roseville shall conform to the general safety orders of the State of California.

10. Contractor agrees to the below insurance requirements:
a. Unless otherwise specified, the Contractor shall maintain the policies of insurance outlined in Attachment A, incorporated herein by this reference, in full force and effect during the term of this Agreement. The City of Roseville retains sole discretion in determining the types and proper levels of insurance coverage.
b. Form. Contractor shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a claims made basis is subject to the approval of Risk Management 3 DocuSign Envelope ID: 0CAD5A4A-8129-4FF6-9E89-3098975811FD Contract Purchase Agreement 3003567

and the City Attorney.
c. Additional Insureds. Contractor shall also provide a separate endorsement or section of the policy showing City, its officers, agents, employees, and volunteers as additional insureds for each type of coverage, except for Workers' Compensation. Such insurance shall specifically cover the contractual liability of Contractor. The additional insured coverage under the Contractor's policy shall be primary and noncontributory, as evidenced by a separate endorsement or section of the policy, and shall not seek contribution from City's insurance or self-insurance. In addition, the additional insured coverage shall be at least as broad as the Insurance Services Office (ISO) CG 20 01 Endorsement. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds.

Furthermore, the requirements for coverage and limits shall be:
(1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater.
d. Cancellation/Modification. Contractor shall provide thirty (30) days written notice to City prior to cancellation or modification of any insurance required by this Agreement.
e. Umbrella/Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and excess insurance. Any excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract) before City's own insurance shall be called upon to protect it as a named insured.
f. Subcontractors. Contractor agrees to include in its contracts with all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor's work. Furthermore, Contractor shall require its subcontractors to agree to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under this Agreement.

Additionally, Contractor shall obligate its subcontractors to comply with these same provisions with respect to any tertiary subcontractor, regardless of tier. A copy of City's indemnity and insurance provisions will be furnished to the subcontractor or tertiary subcontractor upon request.
g. Self-Insured Retentions. All self-insured retentions (SIR) must be disclosed to Risk Management for approval and shall not reduce the limits of liability.

Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.
h. Waiver of Subrogation. Contractor hereby agrees to waive subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss under a Workers Compensation, Commercial General Liability or Automobile Liability policy. All Workers Compensation, Commercial General Liability and Automobile Liability policies shall be endorsed with a waiver of subrogation in favor of City, its officers, agents, employees and volunteers for all work performed by Contractor, its employees, agents and subcontractors. i. Liability/Remedies. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve Contractor of liability in excess of such coverage, nor shall it preclude City from taking such other actions as are available to it under any other provisions of this Agreement or law.

11. Contractor shall comply with all federal, state, and local laws and ordinances, including 4 DocuSign Envelope ID: 0CAD5A4A-8129-4FF6-9E89-3098975811FD Contract Purchase Agreement 3003567

but not limited to the City's storm water regulations, as may be applicable to the performance of services under this Agreement. Failure to comply with local ordinances may result in monetary fines and cancellation of this Agreement. Refer to www.roseville. ca.us/stormwater for links to more information on the City's storm water regulations.

12. In the event that the terms of any attachment or exhibit conflict with any terms of this Agreement, the terms of this Agreement shall control.

13. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e- mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original hereof.

15. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.

17. For purposes of this Agreement, the terms "Contractor," "Consultant," and "Supplier" are used interchangeably.

19. Vehicles with a gross vehicle weight rating (GVWR) greater than 8,500 lbs. and light- duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions and air pollutants. For more information, visit the CARB Advanced Clean Fleet webpage at https://ww2.arb.ca. gov/our-work/programs/advanced-clean-fleets.

20. Contractor/consultant's duties and services under this agreement shall not include preparing or assisting the public entity with any portion of the public entity's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the public entity. The public entity entering this agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor/consultant's participation in the planning, discussions, or drawing of project plans or specifications, if any, shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor/consultant shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement.

21. If the project referenced on this agreement is a Public Works project, then the following 5 DocuSign Envelope ID: 0CAD5A4A-8129-4FF6-9E89-3098975811FD Contract Purchase Agreement 3003567

shall apply: Contractor must submit all claims as defined in and in accordance with the claim resolution process set forth in Section 9204 of the Public Contract Code. Each such claim must be sent to the City by registered mail or certified mail with return receipt requested and must contain reasonable documentation to support the claim. All claims must be received prior to acceptance of the work.

23. The Levine Act (Govt. Code, Section 84308) requires a Party (and its agent(s), if any) to a Proceeding before the City of Roseville that involves any action or consideration related to their contract, license, permit, or other entitlement for use, to disclose any campaign contributions made to City elected or appointed officers totaling more than $250 within the twelve (12) months prior to the City decision and while a proceeding is pending, and includes certain prohibitions on contribution activity thereafter. If applicable campaign contributions have been made by Contractor and/or its agent(s), Contractor is responsible for compliance, including for its disclosure obligations, if any, as further described at: https://www.roseville.ca.
us/government/departments/city_clerk/transparency/levine_act.

24. This Agreement may be amended via change order, but only if such change order is made in writing, approved by the City, and signed by both parties.

CONTRACTOR and CITY agree that: (a) CONTRACTOR is free from the control and direction of CITY in connection with the performance of the work; (b) CONTRACTOR is providing services directly to CITY; (c) CONTRACTOR has and will maintain at all relevant times a business license; (d) CONTRACTOR maintains a business location that is separate from CITY; (e) CONTRACTOR is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) CONTRACTOR actually contracts with other businesses to provide the same or similar services and maintains a clientele without restrictions from CITY; (g) CONTRACTOR advertises and holds itself out to the public as available to provide the same or similar services; (h) CONTRACTOR provides its own tools, vehicles, and equipment to perform the services; (i) CONTRACTOR has negotiated its own rates; (j) CONTRACTOR set its own hours and location of work in accomplishing CITY's on-call needs; and (k) CONTRACTOR has the right to control the manner and means of accomplishing the result desired and exercises its own expert independent judgement.

The supplier named hereon by the acceptance of this order agrees to the provisions of this document titled "Contract Purchase Agreement" and all accompanying terms, conditions, and attachments.

Roseville Business License No. ____________________________________ Contractor License No. ____________________________________________ DIR Registration No. _______________________________________________ Check mark the applicable company type below:
___________ Corporation
___________ Limited Liability Company
___________ Partnership
___________ Sole Proprietor
6 DocuSign Envelope ID: 0CAD5A4A-8129-4FF6-9E89-3098975811FD

00843124
Contract Purchase Agreement 3003567

City Reserves the right to withhold any payments to contractor in the event of noncompliance with insurance requirements or if required by law.

General T&C
REV 3/21/24 JS

7 DocuSign Envelope ID: 0CAD5A4A-8129-4FF6-9E89-3098975811FD Contract Purchase Agreement 3003567

ATTACHMENT A

HUMAN RESOURCES/RISK MANAGEMENT DIVISION

INSURANCE REQUIREMENTS

Construction:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Design Professional:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Professional Liability:
$2 Million/occurrence
Professional Consultant:____
Professional Liability:
$1 Million/occurrence
IT Services:____
Professional Liability:
$1 Million/occurrence
No auto required
Cyber Liability:
$1 Million/occurrence
Hazardous Materials:____
Pollution Liability:
$1 Million/occurrence
Special Events/Caterers-Vendors:____
No auto required
No workers' comp required
Professional Counseling/ Psychological:____
Professional Liability:
$1 Million/occurrence
No auto required
8 DocuSign Envelope ID: 0CAD5A4A-8129-4FF6-9E89-3098975811FD Contract Purchase Agreement 3003567

Pyrotechnics:____
General Liability:
$5 Million/occurrence
$10 Million aggregate
Auto - $2 Million/occurrence
Chemical/Environmental:_X___
General Liability:
$3 Million/occurrence
$6 Million aggregate
Pollution – $2 Million/Occurrence
Auto - $2 Million/Occurrence
Insurance Submission Process
The City of Roseville Human Resources/Risk Management Department uses a service called EBIX to manage our insurance certificate tracking.

Questions Regarding Insurance Submission: Contact EBIX at (951) 652-4239 Questions Regarding Insurance Requirements Contact Risk Management at (916) 774-5202

9 DocuSign Envelope ID: 0CAD5A4A-8129-4FF6-9E89-3098975811FD Contract Purchase Agreement 3003567

CALIFORNIA AIR RESOURCES BOARD REGULATION COMPLIANCE
Please indicate whether the Contractor is subject to, and/or in compliance with, the following regulations of the California Air Resources Board.

In-Use Off-Road Diesel-Fueled Fleets Regulation
1) Will vehicles subject to Cal. Code Regs., tit. 13, §§ 2449 et seq. be used for the project? This includes, but is not limited to:
a) Vehicles with a diesel-fueled or alternative diesel fueled off-road compression- ignition engine with maximum power (max hp) of 25 horsepower (hp) or greater provided that the vehicle cannot be registered and driven safely on-road or was not designed to be driven on-road, even if it has been modified so that it can be driven safely on-road
b) Workover rigs
c) Certain two-engine vehicles
Yes ____ No ____
2) If you answered "Yes" to 1), you must submit a valid Certificate of Reported Compliance to the City as provided in Cal. Code Regs., tit. 13, § 2449(n).

Advanced Clean Fleets Regulation
Pursuant to Cal. Code Regs., tit. 13, § 2013(i)(1), the Contractor shall submit to the City a document evidencing that it is listed on the CARB Advanced Clean Fleets webpage as a compliant fleet OR a signed statement stating that it is not subject to the High Priority and Federal Fleets regulation of title 13, CCR section 2015 through 2015.6.

The High Priority Fleets regulation applies to, without limitation, entities with more than $50 million in gross annual revenues and/or which own, operate, or direct the operation of 50 or more vehicles in the total fleet.
1) Is the Contractor subject to the High Priority and Federal Fleets regulation of title 13, CCR section 2015 through 2015.6?
Yes ____ No ____
2) If you answered "Yes" to 1), you must submit a document evidencing that you are listed on the CARB Advanced Clean Fleets webpage as a compliant fleet.

Signature: _____________________________
Title: __________________________________
CARB Compliance
Rev 2/15/24 MC

10 DocuSign Envelope ID: 0CAD5A4A-8129-4FF6-9E89-3098975811FD President/CEO
NANA
Yes Yes
Contract Purchase Agreement 3003567

Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ City of Roseville, A Municipal Corporation
Signature:______________________________________________ Print Name: Dominick Casey
Title: City Manager
Date:__________________________________________________ 11 DocuSign Envelope ID: 0CAD5A4A-8129-4FF6-9E89-3098975811FD Executive Secretary
President/CEO
Adam Hill
5/15/2024
Patricia Santana
5/15/2024
DocuSign Envelope ID: 4749B558-6FCA-43A5-91D4-B595639FE9FA

April, 2022

RE: Contractor and Grantee Compliance with Economic Sanctions Imposed in Response to Russia’s Actions in Ukraine

Dear Vendor:

Sincerely,

4/25/2022

Shannon Wiest
City of Roseville
Purchasing and Warehouse Manager
DocuSign Envelope ID: 0CAD5A4A-8129-4FF6-9E89-3098975811FD

COUNCIL COMMUNICATION
CC #:
3385
File #:
0203-03
Title:

Sodium Hydroxide Solution (BACC 12-2024) – Contract Purchase Agreement Contact:

Becky Philipp 916-746-1110 [email protected]

Meeting Date: 6/19/2024
Item #: 7.12.

RECOMMENDATION TO COUNCIL
Staff recommends Council adopt a resolution to approve a contract purchase agreement (3003571) with Univar Solutions USA, LLC dba Univar Solutions USA as the lowest responsive bidder for Bay Area Chemical Consortium (BACC) Bid No. 12-2024 for the supply and delivery of sodium hydroxide solution for the Dry Creek Wastewater Treatment Plant, Pleasant Grove Wastewater Treatment Plant, Barton Road Water Treatment Plant, and the Roseville Energy Park, and authorize the City Manager to execute it on behalf of the City of Roseville.

The bid allowed for three optional renewal years at one-year intervals. Staff requests authorization to continue utilizing the remaining optional renewal years of the bid contract without further Council approvals until the contract expires, a new contract with better pricing becomes available, or until City staff determines that continuing with the same vendor is not in the City's best interest.

BACKGROUND
The wastewater treatment plants, the water treatment plant and the Roseville Energy Park have ongoing requirements for sodium hydroxide solution (caustic soda), which is used in the water treatment purification process to adjust pH and reduce corrosion in the distribution system. The chemical will be purchased as needed throughout the year.

In January 2024, the City participated in a regional chemical bid led by the Bay Area Chemical Consortium (BACC), with the Bay Area Clean Water Agency serving as the coordinating agency.

Combined bid solicitations offer vendors an opportunity to sell greater quantities of their products.

Because more than 50 public agencies are now participating, significant savings for chemical purchases are being passed along to the agencies’ water and wastewater customers.

FISCAL IMPACT
The estimated annual cost is $1,616,000. Funding is included in the Environmental Utilities and Electric Departments’ proposed FY2024-25 budgets.

Spending for future renewals will be
contingent upon Council approval of budgets. Projected spending for the optional renewal years is as follows: FY2025-26, $1,697,000; FY2026-27, $1,782,000; FY2027-28, $1,871,000.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community

Respectfully Submitted,
Becky Philipp, Purchasing Supervisor
Dennis Kauffman, Assistant City Manager/Chief Financial Officer

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-204
Contract Purchase Agreement
RESOLUTION NO. 24-204

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY

OF ROSEVILLE AND UNIVAR SOLUTIONS USA, LLC DBA UNIVAR SOLUTIONS USA,

AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT

ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a contract purchase agreement (3003571) to supply and deliver 25% and 50% sodium hydroxide solution (caustic soda) to various City locations on an as-needed basis, by and between the City of Roseville and Univar Solutions USA, LLC dba Univar Solutions USA, has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is approved and the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

_______________________________
MAYOR

ATTEST:

__________________________
City Clerk

Contract Purchase Agreement 3003571
Supplier Details:

Company Univar Solutions USA LLC dba Univar Solutions USA Contact Jennifer Perras
Address 8201 S 212th St
Kent, WA 98032
Submit your response to:

The following guidelines must be followed for the signature block on the agreement:

Insurance requirements:

The City's insurance requirements are referenced on Attachment A of the agreement. By signing the agreement, you are confirming that your company has the minimum insurance limits required. 1 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 Contract Purchase Agreement 3003571
Agreement 3003571
Agreement Date 22-APR-2024
Change Order 2
Change Order Date 23-APR-2024
Revision 0
Agreement Amount 1,616,000.00 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier Univar Solutions USA LLC dba Univar
Solutions USA
8201 S 212th St
Kent, WA 98032
Phone:

Fax:

Email:
(916) 774-5488
(916) 784-3796
[email protected]
Phone:

Fax:

Email:
(253) 872-5000
()
[email protected]
Description of
Labor,
equipment
and/or materials
Vendor shall supply and deliver 25% and 50% sodium hyrdoxide solution (caustic soda) to various locations in Roseville on an as-needed basis in accordance with all specifications, attachments and terms and condtions of BACC Bid No. 12-2024 and the attached Bay Area Chemical Consortium Standard Agreement . Pricing: 25% sodium hydroxide $871.63 per dry ton, 50% sodium hydroxide $709.44 per dry ton. Deliveries to be made Monday-Friday between the hours of 7am-3pm.

Start Date: Upon Executed Agreement
End Date: 6/30/25
Please contact Jason Fick for Dry Creek WWTP and Pleasant Grove WWTP at 916- 746-1941 or [email protected], Tony Johnson for Roseville Energy Park at 916-746- 1656 or [email protected], Stephen Peterson for Water Treatement Plant at 916-746-1996 or [email protected] for questions regarding this contract.

Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 11543 Net 30 Freight on Board at the destination Destination Best Method Start Date End Date Confirm To
"Becky" Rebecca Philipp Phone 1-916-746-1110
Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office.

2 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 Contract Purchase Agreement 3003571

Contract Terms and Conditions

2. Contractor is an independent contractor, and shall not be considered an officer, agent or employee of the City.

3. Without the written consent of the City, this Agreement is not assignable by Contractor either in whole or in part.

4. Time is of the essence of this Agreement.

5. At any time during the term of this Agreement, the City has the right to terminate this Agreement, provided Contractor is given thirty (30) days written notice. City's termination shall be without further liability to City; however, Contractor shall be entitled to all costs reasonably incurred prior to the date of termination. Contractor acknowledges that City may terminate this Agreement should funds not be appropriated by its governing body to continue services under this Agreement.

6. This Agreement may only be amended or modified in writing. It is integrated and contains the complete understanding of the parties.

7. All equipment, supplies and services sold to the City of Roseville shall conform to the general safety orders of the State of California.

10. Contractor agrees to the below insurance requirements:
a. Unless otherwise specified, the Contractor shall maintain the policies of insurance outlined in Attachment A, incorporated herein by this reference, in full force and effect during the term of this Agreement. The City of Roseville retains sole discretion in determining the types and proper levels of insurance coverage.
b. Form. Contractor shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a claims made basis is subject to the approval of Risk Management 3 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 Contract Purchase Agreement 3003571

11. Contractor shall comply with all federal, state, and local laws and ordinances, including 4 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 Contract Purchase Agreement 3003571

12. In the event that the terms of any attachment or exhibit conflict with any terms of this Agreement, the terms of this Agreement shall control.

13. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e- mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original hereof.

15. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.

17. For purposes of this Agreement, the terms "Contractor," "Consultant," and "Supplier" are used interchangeably.

21. If the project referenced on this agreement is a Public Works project, then the following 5 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 Contract Purchase Agreement 3003571

23. The Levine Act (Govt. Code, Section 84308) requires a Party (and its agent(s), if any) to a Proceeding before the City of Roseville that involves any action or consideration related to their contract, license, permit, or other entitlement for use, to disclose any campaign contributions made to City elected or appointed officers totaling more than $250 within the twelve (12) months prior to the City decision and while a proceeding is pending, and includes certain prohibitions on contribution activity thereafter. If applicable campaign contributions have been made by Contractor and/or its agent(s), Contractor is responsible for compliance, including for its disclosure obligations, if any, as further described at: https://www.roseville.ca.
us/government/departments/city_clerk/transparency/levine_act.

24. This Agreement may be amended via change order, but only if such change order is made in writing, approved by the City, and signed by both parties.

CONTRACTOR and CITY agree that: (a) CONTRACTOR is free from the control and direction of CITY in connection with the performance of the work; (b) CONTRACTOR is providing services directly to CITY; (c) CONTRACTOR has and will maintain at all relevant times a business license; (d) CONTRACTOR maintains a business location that is separate from CITY; (e) CONTRACTOR is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) CONTRACTOR actually contracts with other businesses to provide the same or similar services and maintains a clientele without restrictions from CITY; (g) CONTRACTOR advertises and holds itself out to the public as available to provide the same or similar services; (h) CONTRACTOR provides its own tools, vehicles, and equipment to perform the services; (i) CONTRACTOR has negotiated its own rates; (j) CONTRACTOR set its own hours and location of work in accomplishing CITY's on-call needs; and (k) CONTRACTOR has the right to control the manner and means of accomplishing the result desired and exercises its own expert independent judgement.

The supplier named hereon by the acceptance of this order agrees to the provisions of this document titled "Contract Purchase Agreement" and all accompanying terms, conditions, and attachments.

Roseville Business License No. ____________________________________ Contractor License No. ____________________________________________ DIR Registration No. _______________________________________________ Check mark the applicable company type below:
___________ Corporation
___________ Limited Liability Company
___________ Partnership
___________ Sole Proprietor
6 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 X
n/a
n/a
00826087
Contract Purchase Agreement 3003571

City Reserves the right to withhold any payments to contractor in the event of noncompliance with insurance requirements or if required by law.

General T&C
REV 3/21/24 JS

7 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 Contract Purchase Agreement 3003571

COR Insurance Over Bid Limit

ATTACHMENT A

HUMAN RESOURCES/RISK MANAGEMENT DIVISION

INSURANCE REQUIREMENTS

Construction:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Design Professional:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Professional Liability:
$2 Million/occurrence
Professional Consultant:____
Professional Liability:
$1 Million/occurrence
IT Services:____
Professional Liability:
$1 Million/occurrence
No auto required
Cyber Liability:
$1 Million/occurrence
Hazardous Materials:____
Pollution Liability:
$1 Million/occurrence
Special Events/Caterers-Vendors:____
No auto required
No workers' comp required
Professional Counseling/ Psychological:____
Professional Liability:
$1 Million/occurrence
8 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 Contract Purchase Agreement 3003571

No auto required
Pyrotechnics:____
General Liability:
$5 Million/occurrence
$10 Million aggregate
Auto - $2 Million/occurrence
Chemical/Environmental:_X___
General Liability:
$3 Million/occurrence
$6 Million aggregate
Pollution – $2 Million/Occurrence
Auto - $2 Million/Occurrence
Insurance Submission Process
The City of Roseville Human Resources/Risk Management Department uses a service called EBIX to manage our insurance certificate tracking.

Questions Regarding Insurance Submission: Contact EBIX at (951) 652-4239 Questions Regarding Insurance Requirements Contact Risk Management at (916) 774-5202

9 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 Contract Purchase Agreement 3003571

CALIFORNIA AIR RESOURCES BOARD REGULATION COMPLIANCE
Please indicate whether the Contractor is subject to, and/or in compliance with, the following regulations of the California Air Resources Board.

Signature: _____________________________
Title: __________________________________
CARB Compliance
Rev 2/15/24 MC

10 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 X
Municipal Commercial Manager
No
XNo
Contract Purchase Agreement 3003571

Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ City of Roseville, A Municipal Corporation
Signature:______________________________________________ Print Name: Dominick Casey
Title: City Manager
Date:__________________________________________________ 11 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 Global Vice President
Municipal Commercial Manager
Shawnasey McCarthy
5/15/2024
5/15/2024
Joe Serna
DocuSign Envelope ID: 4749B558-6FCA-43A5-91D4-B595639FE9FA

April, 2022

RE: Contractor and Grantee Compliance with Economic Sanctions Imposed in Response to Russia’s Actions in Ukraine

Dear Vendor:

Sincerely,

4/25/2022

Shannon Wiest
City of Roseville
Purchasing and Warehouse Manager
DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195 DocuSign Envelope ID: 7BF9ABC4-0375-44FE-B46B-778416EB6195

COUNCIL COMMUNICATION
CC #:
3384
File #:
0203-03
Title:

Sodium Hypochlorite (BACC 13-2024) – Contract Purchase Agreement Contact:

Becky Philipp 916-746-1110 [email protected]

Meeting Date: 6/19/2024
Item #: 7.13.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to approve a contract purchase agreement (3003572) with Pioneer Americas, LLC dba Olin Finance Company, LLC as the lowest responsive bidder for Bay Area Chemical Consortium (BACC) Bid No. 13-2024 for the supply and delivery of 12.5% sodium hypochlorite for the Pleasant Grove Wastewater Treatment Plant, Barton Road Water Treatment Plant, Roseville Energy Park, groundwater well sites, West Side Tank and Pump Station and the Johnson Pool, Mike Shellito Pool and Roseville Aquatic Complex, and authorize the City Manager to execute it on behalf of the City of Roseville.

The bid allowed for three optional renewal years at one-year intervals. Staff further requests authorization to continue utilizing the remaining optional renewal years of the bid contract without further Council approval, provided that the applicable budget is approved by the City council each year, until the contract expires or until City staff determines that continuing with the same vendor is not in the City's best interest.

BACKGROUND
The Pleasant Grove Wastewater Treatment Plant, Barton Road Water Treatment Plant, Roseville Energy Park, groundwater well sites, and the Johnson Pool, Mike Shellito Pool and Roseville Aquatic Complex have ongoing requirements for 12.5% sodium hypochlorite (chlorine), which is used to maintain state water quality standards and is required for use as a disinfectant at the plants. This chemical will be purchased as needed throughout the year.

In January 2024, the City participated in a regional chemical bid led by the Bay Area Chemical Consortium (BACC), with the Bay Area Clean Water Agency serving as the coordinating agency.

Combined bid solicitations offer vendors an opportunity to sell greater quantities of their products.

Because more than 50 public agencies are now participating, significant savings for chemical purchases are being passed along to the agencies’ water and wastewater customers.

FISCAL IMPACT
The estimated annual cost is $1,402,000. Funding is included in the Environmental Utilities, Electric Utility, and Parks, Recreation and Libraries Departments’ proposed FY2024-25 budgets.

Spending for future renewal years will be contingent upon Council approval of budgets. Projected spending for the optional renewal years is as follows: FY2025-26, $1,473,000; FY2026-27, $1,547,000; FY2027-28, $1,625,000.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community

Respectfully Submitted,
Becky Philipp, Purchasing Supervisor
Dennis Kauffman, Assistant City Manager/Chief Financial Officer

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-203
Contract Purchase Agreement
RESOLUTION NO. 24-203

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY

OF ROSEVILLE AND PIONEER AMERICAS, LLC DBA OLIN FINANCE COMPANY, LLC,

AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY

OF ROSEVILLE

WHEREAS, a contract purchase agreement (3003572) to supply and deliver 12.5% sodium hypochlorite to various City locations on an as-needed basis, by and between the City of Roseville and Pioneer Americas, LLC dba Olin Finance Company, LLC, has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is approved and the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

_______________________________
MAYOR

ATTEST:

__________________________
City Clerk

Contract Purchase Agreement 3003572
Supplier Details:

Company Pioneer Americas LLC dba Olin Finance Company LLC Contact Patrick Schumacher
Address 490 Stuart Rd NE
Cleveland, TN 37312
Submit your response to:

The following guidelines must be followed for the signature block on the agreement:

Insurance requirements:

The City's insurance requirements are referenced on Attachment A of the agreement. By signing the agreement, you are confirming that your company has the minimum insurance limits required. 1 DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7 Contract Purchase Agreement 3003572
Agreement 3003572
Agreement Date 03-MAY-2024
Revision 0
Agreement Amount 1,402,000.00 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier Pioneer Americas LLC dba Olin Finance
Company LLC
490 Stuart Rd NE
Cleveland, TN 37312
Phone:

Fax:

Email:
(916) 774-5488
(916) 784-3796
[email protected]
Phone:

Fax:

Email:
(423) 336-4421
(423) 336-4682
[email protected]
Description of
Labor,
equipment
and/or materials
Vendor shall provide and delivery 12.5% sodium hypochlorite (bleach) at a cost of $3.25 per gallon to various locations in Roseville in accordance with all specifications, attachments and terms and conditions of BACC Bid No. 13-2024 and the attached "2024 BACC Chemical Bid Specific Deviation" of BACC Bid No.13-2024 - Sodium Hypochlorite". All deliveries must be made Monday - Friday between the hours of 7:00 a. m. and 3:00 p.m. unless otherwise specified.

Start Date: Upon Executed Agreement
End Date: 6/30/25
Contact Jason Fick for DCWWTP and PGWWTP at 916-746-1941 or [email protected]. us, Tony Johnson for REP at 916-746-1656 or [email protected], Stephen Peterson for WTP at 916-746-1996 or [email protected], Brian Castelluccio in Parks at 916-746-1755 or [email protected] and John Tadlock for WST or Wells at 916-223-7529 for questions.
*Total cost listed is an approximation only. The City does not guarantee whatsoever the actual value of this agreement.

Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 15640 Net 30 Freight on Board at the destination Destination Best Method Start Date End Date Confirm To
"Becky" Rebecca Philipp Phone 1-916-746-1110
Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office.

2 DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7 Contract Purchase Agreement 3003572

Contract Terms and Conditions

2. Contractor is an independent contractor, and shall not be considered an officer, agent or employee of the City.

3. Without the written consent of the City, this Agreement is not assignable by Contractor either in whole or in part.

4. Time is of the essence of this Agreement.

5. At any time during the term of this Agreement, the City has the right to terminate this Agreement, provided Contractor is given thirty (30) days written notice. City's termination shall be without further liability to City; however, Contractor shall be entitled to all costs reasonably incurred prior to the date of termination. Contractor acknowledges that City may terminate this Agreement should funds not be appropriated by its governing body to continue services under this Agreement.

6. This Agreement may only be amended or modified in writing. It is integrated and contains the complete understanding of the parties.

7. All equipment, supplies and services sold to the City of Roseville shall conform to the general safety orders of the State of California.

10. Contractor agrees to the below insurance requirements:
a. Unless otherwise specified, the Contractor shall maintain the policies of insurance outlined in Attachment A, incorporated herein by this reference, in full force and effect during the term of this Agreement. The City of Roseville retains sole discretion in determining the types and proper levels of insurance coverage.
b. Form. Contractor shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a claims made basis is subject to the approval of Risk Management 3 DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7 Contract Purchase Agreement 3003572

11. Contractor shall comply with all federal, state and local laws and ordinances, including 4 DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7 Contract Purchase Agreement 3003572

12. In the event that the terms of any attachment or exhibit conflict with any terms of this Agreement, the terms of this Agreement shall control.

13. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e- mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original hereof.

15. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.

17. For purposes of this Agreement, the terms "Contractor," "Consultant," and "Supplier" are used interchangeably.

21. If the project referenced on this agreement is a Public Works project, then the following 5 DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7 Contract Purchase Agreement 3003572

22. Contractor certifies that Contractor, its employees, directors, officers, agents, subcontractors, vendors, and volunteers are not presently debarred, excluded, suspended, declared ineligible, voluntarily excluded, or proposed for debarment, exclusion, suspension or ineligibility by any federal, state, or local department or agency.

23. The Levine Act (Govt. Code, Section 84308) requires a Party (and its agent(s), if any) to a Proceeding before the City of Roseville that involves any action or consideration related to their contract, license, permit, or other entitlement for use, to disclose any campaign contributions made to City elected or appointed officers totaling more than $250 within the twelve (12) months prior to the City decision and while a proceeding is pending, and includes certain prohibitions on contribution activity thereafter. If applicable campaign contributions have been made by Contractor and/or its agent(s), Contractor is responsible for compliance, including for its disclosure obligations, if any, as further described at: https://www.roseville.ca.
us/government/departments/city_clerk/transparency/levine_act.

24. This Agreement may be amended via change order, but only if such change order is made in writing, approved by the City, and signed by both parties.

CONTRACTOR and CITY agree that: (a) CONTRACTOR is free from the control and direction of CITY in connection with the performance of the work; (b) CONTRACTOR is providing services directly to CITY; (c) CONTRACTOR has and will maintain at all relevant times a business license; (d) CONTRACTOR maintains a business location that is separate from CITY; (e) CONTRACTOR is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) CONTRACTOR actually contracts with other businesses to provide the same or similar services and maintains a clientele without restrictions from CITY; (g) CONTRACTOR advertises and holds itself out to the public as available to provide the same or similar services; (h) CONTRACTOR provides its own tools, vehicles, and equipment to perform the services; (i) CONTRACTOR has negotiated its own rates; (j) CONTRACTOR set its own hours and location of work in accomplishing CITY's on-call needs; and (k) CONTRACTOR has the right to control the manner and means of accomplishing the result desired and exercises its own expert independent judgement.

The supplier named hereon by the acceptance of this order agrees to the provisions of this document titled "Contract Purchase Agreement" and all accompanying terms, conditions, and attachments.

Roseville Business License No. ____________________________________ Contractor License No. ____________________________________________ DIR Registration No. _______________________________________________ Check mark the applicable company type below:
___________ Corporation
___________ Limited Liability Company
___________ Partnership
6 DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7 X
N/A
TBD
N/A
Contract Purchase Agreement 3003572

___________ Sole Proprietor
City Reserves the right to withold any payments to contractor in the event of noncompliance with insurance requirements or if required by law.

General T&C
REV 3/21/24 JS

7 DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7 Contract Purchase Agreement 3003572

ATTACHMENT A

HUMAN RESOURCES/RISK MANAGEMENT DIVISION

INSURANCE REQUIREMENTS

Construction:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Design Professional:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Professional Liability:
$2 Million/occurrence
Professional Consultant:____
Professional Liability:
$1 Million/occurrence
IT Services:____
Professional Liability:
$1 Million/occurrence
No auto required
Hazardous Materials:____
Pollution Liability:
$1 Million/occurrence
Special Events/Caterers-Vendors:____
No auto required
No workers' comp required
Professional Counseling/ Psychological:____
Professional Liability:
$1 Million/occurrence
No auto required
8 DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7 Contract Purchase Agreement 3003572

Pyrotechnics:____
General Liability:
$5 Million/occurrence
$10 Million aggregate
Auto - $2 Million/occurrence
Chemical/Environmental:__X__
General Liability:
$3 Million/occurrence
$6 Million aggregate
Pollution – $2 Million/Occurrence
Auto - $2 Million/Occurrence
Insurance Submission Process
The City of Roseville Human Resources/Risk Management Department uses a service called EBIX to manage our insurance certificate tracking.

Questions Regarding Insurance Submission: Contact EBIX at (951) 652-4239 Questions Regarding Insurance Requirements Contact Risk Management at (916) 774-5202

9 DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7 Contract Purchase Agreement 3003572

CALIFORNIA AIR RESOURCES BOARD REGULATION COMPLIANCE
Please indicate whether the Contractor is subject to, and/or in compliance with, the following regulations of the California Air Resources Board.

The High Priority Fleets regulation applies to, without limitation, entities with more than $50 million in gross annual revenues and/or which own, operate, or direct the operation of 50 or more vehicles in the total fleet.
1) Is the Contractor subject to the High Priority and Federal Fleets regulation of title 13, CCR section 2015 through 2015.6?
Yes ____ No ____
2) If you answered "Yes" to 1), you must
submit a document evidencing that you are listed
on the CARB Advanced Clean Fleets webpage as a compliant fleet.

Signature: _____________________________
Title: __________________________________
CARB Compliance
Rev 2/15/24 MC
10 DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7 Bleach Marketing Director
X
X
Contract Purchase Agreement 3003572

Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ City of Roseville, A Municipal Corporation
Signature:______________________________________________ Print Name: Dominick Casey
Title: City Manager
Date:__________________________________________________ 11 DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7 Bleach Marketing Director
5/22/2024
Joy Burris

~1· "ID™ CHLOR ALKALI

PRODUCTS AND VINYLS
April 22, 2024
City of Roseville
Finance Dept. -Purchasing
311 Vernon Street
Roseville, CA 95678
490 Stu21t Road, NE, Cleveland, Tennessee 37312
Phone: ( 423) 336-4838
Internet Address: www.olincbloralkali.com
Re: Signature Authority for Bid Submission of Olin Corporation To whom it may concern:

As Counsel for Olin Corporation's Chlor Alkali Products and Vinyls division ("Olin"), I hereby confirm that Joy Burris - Bleach Marketing Director, has the requisite authority to execute the contract with the City of Roseville for the supply of bleach.

If you have any questions, please do not hesitate to contact me.

Justin W. Clune
Senior Counsel, Olin Chlor Alklali Products and Vinyls
DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7 DocuSign Envelope ID: 4749B558-6FCA-43A5-91D4-B595639FE9FA

April, 2022

RE: Contractor and Grantee Compliance with Economic Sanctions Imposed in Response to Russia’s Actions in Ukraine

Dear Vendor:

Sincerely,

4/25/2022

Shannon Wiest
City of Roseville
Purchasing and Warehouse Manager
DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7

BAY AREA CHEMICAL CONSORTIUM
STANDARD AGREEMENT, PAGE 1 OF 2
BID NO. 13-2024
SUPPLY AND DELIVERY OF SODIUM HYPOCHLORITE 12.5%
I hereby agree to furnish SODIUM HYPOCHLORITE 12.5% identified in the attached bid forms, as solicited by the Bay Area Chemical Consortium (BACC), to one or more of the participating BACC Agencies.

Company: Pioneer Americas LLC is a wholly subsidiary of Olin Corporation Address: 490 Stuart Road, NE
City, State, ZIP: Cleveland, TN 37312
Phone: (423) 336-4421
Email: OWCMarketinb [email protected]
Signature:

Date:

WE ACKNOWLEDGE RECEIVING ADDENDUM/ADDENDA NUMBER __ THROUGH __ SPECIFIC DEVIATIONS:
[[) This box must be checked if bidder has any proposed specific deviations. Per Section 2.12 Proposed Deviations from the Specifications by the Bidder, the absence of a proposed changed in the specifications will hold the bidder strictly accountable to the specifications as described in the bid document, including any addendum.

Describe the specific deviations below. A copy of the proposed specifications must be attached to this Standard Agreement at the time of submission, with bidder's name clearly shown on each document.

See Attached for Specific Deviations
l692799v1
50 DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7

490 Stuart Road, NE, Cleveland, TN 37312
Phone: 423-336-4421 / Fax : 423-336-4682
Internet Address: www.olinchloralkali.com

Form Rev.: Nov. 2014
2024 BACC Chemical Bid Specific Deviation
BACC Bid 13-2024 – Sodium Hypochlorite
Olin is the largest producer/supplier of bulk sodium hypochlorite to municipal water treatment in North America and the state of California. We have successfully serviced the requirements of most of the BACC membership at one time or another in recent years. Olin looks forward to negotiating with individual BACC members to develop mutually agreeable terms and conditions for sale of sodium hypochlorite. We are committed to try to comply with the inclusive intent of this bid and shall continue to make all good faith efforts to mutually work individually with members of the BACC on servicing their unique requirements if recommended for award of their business. Since there are some individual requirements that are undisclosed or we may be unfamiliar with, if recommended for bid award, we will need to review and assess these case by case with individual members as advised in the bid. These may possibly include such things as follow:
• Unattended deliveries at unmanned sites to be deemed safe and mutually agreed upon case by case.
• Delivery requirements at new or unfamiliar remote sites requiring specialized metering or non- standard bulk delivery equipment requirements to be assessed and agreed upon case by case.

Some member sites may not be serviceable by Olin after sites are reviewed and Olin reserves the right to make that determination.
• Product samples, when required for shipments, would need to be mutually agreed upon so as to provide a safe and secure process for samples to be supplied to protect drivers, site attendants and the environment.
• New delivery sites must successfully complete and meet Olin’s minimum safety and security requirements site questionnaire prior to first scheduled deliveries.

In addition, we would request consideration of the following issues:
• We would like to see the product specifications consistently align with meeting limits in current published NSF STD 60 and AWWA B-300-18 standards for 12.5 weight % sodium hypochlorite (including: pH of 12-14 to better align with free alkaline limits as noted in the bid; 12.5% AvCl minimum be revised to 11.9% AvCl (which equates to 12.5% NaOCl wt%); AvCl in gpl be removed or revised to match desired AvCl wt% and NaOCl wt%). Product is produced in a continuous manufacturing process to these quality certifications and making product to individual specifications by individual customer is not reasonably possible for standard operations. Our product specification and ISO lab analysis is included in the bid. • We would request “insoluble matter” be removed from individual COA’s reporting as this component is already managed through the “Filtration Limitations” testing noted on page 22. It cannot be analyzed and reported on the COA for every individual load without interrupting ~ 1·
" IDTM

CHLOR ALKALI

PRODUCTS AND VINYLS
DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7

490 Stuart Road, NE, Cleveland, TN 37312
Phone: 423-336-4421 / Fax : 423-336-4682
Internet Address: www.olinchloralkali.com

Form Rev.: Nov. 2014
processes and timely delivery of orders. We have SPC data on regular sampling available upon request.
• Acceptance of orders delivered with a min. 72 hours ARO as a standard and 24 hours in emergencies.
• Acceptance of Olin corporate insurance coverages.

Note: Olin Pollution coverage is Time Element Sudden and Accidental coverage and would apply to all awarded BACC members.
• We request the right by written notice to review and recover increases in the cost of products to Seller due to significant unanticipated increases in prevailing market energy costs effecting the costs of raw materials or finished product. Seller to provide reasonable explanations and independent public documentation for any requested price adjustments. • Full Truck-load Bulk Shipments – Bid pricing submitted is for bulk full truck-load, one-stop deliveries. Due to significant cost increases in transportation and fuel costs, additional adjustments for carrier charges for less than truck-load or split shipments may apply individually case by case as follows:
o Less than full truck-load shipments – Short shipments < 2,000 gals. may incur a $500 freight adder per shipment to the bulk delivered unit price upon invoice. o Mini-bulk Shipments – Shipments <1,500 gals. may incur a $800 freight adder per shipment to the delivered unit price upon invoice.
▪ Shipments of < 700 gals. may not physically be safely serviceable by Olin’s standard bulk tanker equipment. We can review any case by case. Olin reserves rights for final approval of very small aquatic and remote rural sites like Pt Reyes Station, Oakwood Lake Water well sites , City of Morgan Hill well sites, City of Stockton well sites, City of Turlock well sites, Roseville well sites, City of Morgan Hill well sites, DVC power plant, Contra Costa Water District pump stations, Diablo Water District, Pleasant Hill Aquatic, Yuba City swimming pool, Town of Discovery Bay and Dublin San Ramon Services District Reservoir 1A, 10A and 300B pumpstations. These type deliveries typically require specialized delivery equipment and we cannot safely service and meet min. Olin site safety requirements. If, at Olin’s sole discretion, it’s determined they can be safely serviceable with standard bulk delivery equipment, there will be a $2,200/ shipment freight surcharge plus stop charges added to base unit pricing per shipment for these specific requirements to cover the high-cost labor-intensive service required.
▪ Split shipments involving more than one unloading stop per individual shipment may incur multi-stop carrier charges of $75/unloading stop after one free unloading stop per shipment.

O lin™

CHLOR ALKALI

PRODUCTS AND VINYLS
DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7 /0 /1 /2 /3 /4 /2 /2 /5 /0/i255/i255/i255
/i255
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Pioneer Americas LLC is a wholly subsidiary of Olin Corporation 490 Stuart Road, NE, Cleveland, TN 37312
490 Stuart Road, NE, Cleveland, TN 37312
(423) 336-4421 (423) 336-4682
x
Virginia
06-1420850
Chemtrec
800-424-9300
Olin Customer Service
16290 Katy Freeway, Ste 600, Houston, TX 77094
833-370-3737 866-449-8036
[email protected]
City of Roseville Becky Philipp, Purchasing (916) 746-1110 City of Santa Rosa Jennifer Myles, Sr. Buyer (707) 543-3709 Modesto Irrigation District Daryn Weese, Buyer (209) 526-7685 K2 Pure Solutions
950 Loveridge Road
Pittsburg, CA 94565
12082L Pittsburg, CA
DocuSign Envelope ID: F6B4035A-3FFD-4623-943B-7FEBC9EA77E7

COUNCIL COMMUNICATION
CC #:
3399
File #:
0203-04
Title:

Liquid Cationic Polymer (RFQ 10-3374) – Contract Purchase Agreement Contact:

Becky Philipp 916-746-1110 [email protected]

Meeting Date: 6/19/2024
Item #: 7.14.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to approve a contract purchase agreement (3003736) with Solenis LLC as the lowest responsive bidder for Request for Quotations No. 10-3374 for the supply and delivery of Liquid Cationic Polymer for the Environmental Utilities Department's Pleasant Grove Wastewater Treatment Plant and authorize the City Manager to execute it on behalf of the City of Roseville.

The bid allowed for four optional renewal years at one-year intervals. Staff further requests authorization to continue utilizing the remaining optional renewal years of the bid contract without further Council approval, provided that the applicable budget is approved by the City council each year, until the contract expires, or until City staff determines that continuing with the same vendor is not in the City’s best interest.

BACKGROUND
The Pleasant Grove Wastewater Treatment Plant has an ongoing requirement for liquid cationic polymer. This chemical is used in the “dewatering” of the anaerobically digested biosolids, which reduces the overall weight of the sludge, thus reducing the City’s transport costs to the final disposal sites. This chemical will be purchased by the Environmental Utilities Department as needed.

A formal bid was issued where vendors were required to pre-qualify their product by testing and demonstrating the cost effectiveness and overall efficiency of their product. Two vendors participated in the polymer testing which are listed on the attached bid summary sheet.

FISCAL IMPACT
The estimated total cost through June 30, 2025 is $800,000. Funding is included in the Environmental Utilities Department's proposed FY2024-25 Pleasant Grove Wastewater Treatment Plant budget in the Wastewater Operations Fund. Spending for future renewals will be contingent upon Council approval of budgets. Projected spending for the optional renewal years is as follows: FY2025-26, $840,000; FY2026-27, $882,000; FY2027-28, $927,000; FY2028-29, $974,000.

Hazardous material transport consistent with applicable safety regulations should not result in a significant environmental effect.

Therefore, the proposed Contract Purchase Agreement does not include the potential for significant environmental effect and is not subject to CEQA.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community

Respectfully Submitted,
Becky Philipp, Purchasing Supervisor
Dennis Kauffman, Assistant City Manager/Chief Financial Officer

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-212
Contract Purchase Agreement
Bid Summary
RESOLUTION NO. 24-212

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY

OF ROSEVILLE AND SOLENIS, LLC, AND AUTHORIZING THE CITY MANAGER TO

EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a contract purchase agreement (3003736) for liquid cationic polymer, by and between the City of Roseville and Solenis, LLC, has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is approved and the City Manager is authorized to execute it on behalf of the City of Roseville.

BE IT FURTHER RESOLVED that the City Manager or his designee is authorized to execute four (4) additional one (1) year renewal without further City Council approval, provided that the applicable budget is approved by the City Council each year, or until City staff determines that continuing with the same vendor is not in the City’s best interest.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

_______________________________
MAYOR

ATTEST:

__________________________
City Clerk

Contract Purchase Agreement 3003736
Supplier Details:

Company Solenis LLC
Contact Wendy S Mueller
Address 2475 Pinnacle Dr
Wilmington, DE 19803
Submit your response to:

The following guidelines must be followed for the signature block on the agreement:

Insurance requirements:

The City's insurance requirements are referenced on Attachment A of the agreement. By signing the agreement, you are confirming that your company has the minimum insurance limits required. 1 DocuSign Envelope ID: 8E012A84-4ABE-4F7B-80B0-D9B740DF1F48 Contract Purchase Agreement 3003736
Agreement 3003736
Agreement Date 21-MAY-2024
Revision 0
Agreement Amount 800,000.00 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier Solenis LLC
2475 Pinnacle Dr
Wilmington, DE 19803
Phone:

Fax:

Email:
(916) 774-5488
(916) 784-3796
[email protected]
Phone:

Fax:

Email:
()
()
[email protected]
Description of
Labor,
equipment
and/or materials
VENDOR SHALL SUPPLY AND DELIVER ZETAG 8848FS BULK TO THE PLEASANT

GROVE WASTEWATER TREATMENT PLANT ON AN AS NEEDED BASIS AT A COST OF $1.45 PER POUND IN ACCORDANCE WITH ALL SPECIFICATIONS, ATTACHMENTS, TERMS AND CONDITIONS OF RFQ 10-3374.

CONTACT JASON FICK AT THE PGWWTP AT 916-746-1940 OR
[email protected] FOR QUESTIONS REGARDING THIS CONTRACT. *The total amount listed is an approximation only. The City does not guarantee whatsoever the actual value of this contract.

Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 12291 Net 30 Freight on Board at the destination Destination Best Method Start Date End Date Confirm To
01-Jul-2024 30-Jun-2025 "Becky" Rebecca Philipp Phone 1-916-746-1110 Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office.

2 DocuSign Envelope ID: 8E012A84-4ABE-4F7B-80B0-D9B740DF1F48 Contract Purchase Agreement 3003736

Contract Terms and Conditions

2. Contractor is an independent contractor, and shall not be considered an officer, agent or employee of the City.

3. Without the written consent of the City, this Agreement is not assignable by Contractor either in whole or in part.

4. Time is of the essence of this Agreement.

5. At any time during the term of this Agreement, the City has the right to terminate this Agreement, provided Contractor is given thirty (30) days written notice. City's termination shall be without further liability to City; however, Contractor shall be entitled to all costs reasonably incurred prior to the date of termination. Contractor acknowledges that City may terminate this Agreement should funds not be appropriated by its governing body to continue services under this Agreement.

6. This Agreement may only be amended or modified in writing. It is integrated and contains the complete understanding of the parties.

7. All equipment, supplies and services sold to the City of Roseville shall conform to the general safety orders of the State of California.

10. Contractor agrees to the below insurance requirements:
a. Unless otherwise specified, the Contractor shall maintain the policies of insurance outlined in Attachment A, incorporated herein by this reference, in full force and effect during the term of this Agreement. The City of Roseville retains sole discretion in determining the types and proper levels of insurance coverage.
b. Form. Contractor shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a claims made basis is subject to the approval of Risk Management 3 DocuSign Envelope ID: 8E012A84-4ABE-4F7B-80B0-D9B740DF1F48 Contract Purchase Agreement 3003736

11. Contractor shall comply with all federal, state, and local laws and ordinances, including 4 DocuSign Envelope ID: 8E012A84-4ABE-4F7B-80B0-D9B740DF1F48 Contract Purchase Agreement 3003736

12. In the event that the terms of any attachment or exhibit conflict with any terms of this Agreement, the terms of this Agreement shall control.

13. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e- mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original hereof.

15. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.

17. For purposes of this Agreement, the terms "Contractor," "Consultant," and "Supplier" are used interchangeably.

21. If the project referenced on this agreement is a Public Works project, then the following 5 DocuSign Envelope ID: 8E012A84-4ABE-4F7B-80B0-D9B740DF1F48 Contract Purchase Agreement 3003736

23. The Levine Act (Govt. Code, Section 84308) requires a Party (and its agent(s), if any) to a Proceeding before the City of Roseville that involves any action or consideration related to their contract, license, permit, or other entitlement for use, to disclose any campaign contributions made to City elected or appointed officers totaling more than $250 within the twelve (12) months prior to the City decision and while a proceeding is pending, and includes certain prohibitions on contribution activity thereafter. If applicable campaign contributions have been made by Contractor and/or its agent(s), Contractor is responsible for compliance, including for its disclosure obligations, if any, as further described at: https://www.roseville.ca.
us/government/departments/city_clerk/transparency/levine_act.

24. This Agreement may be amended via change order, but only if such change order is made in writing, approved by the City, and signed by both parties.

CONTRACTOR and CITY agree that: (a) CONTRACTOR is free from the control and direction of CITY in connection with the performance of the work; (b) CONTRACTOR is providing services directly to CITY; (c) CONTRACTOR has and will maintain at all relevant times a business license; (d) CONTRACTOR maintains a business location that is separate from CITY; (e) CONTRACTOR is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) CONTRACTOR actually contracts with other businesses to provide the same or similar services and maintains a clientele without restrictions from CITY; (g) CONTRACTOR advertises and holds itself out to the public as available to provide the same or similar services; (h) CONTRACTOR provides its own tools, vehicles, and equipment to perform the services; (i) CONTRACTOR has negotiated its own rates; (j) CONTRACTOR set its own hours and location of work in accomplishing CITY's on-call needs; and (k) CONTRACTOR has the right to control the manner and means of accomplishing the result desired and exercises its own expert independent judgement.

The supplier named hereon by the acceptance of this order agrees to the provisions of this document titled "Contract Purchase Agreement" and all accompanying terms, conditions, and attachments.

Roseville Business License No. ____________________________________ Contractor License No. ____________________________________________ DIR Registration No. _______________________________________________ Check mark the applicable company type below:
___________ Corporation
___________ Limited Liability Company
___________ Partnership
___________ Sole Proprietor
6 DocuSign Envelope ID: 8E012A84-4ABE-4F7B-80B0-D9B740DF1F48 X
N/A
pending
N/A
Contract Purchase Agreement 3003736

City Reserves the right to withhold any payments to contractor in the event of noncompliance with insurance requirements or if required by law.

General T&C
REV 3/21/24 JS

7 DocuSign Envelope ID: 8E012A84-4ABE-4F7B-80B0-D9B740DF1F48 Contract Purchase Agreement 3003736

ATTACHMENT A

HUMAN RESOURCES/RISK MANAGEMENT DIVISION

INSURANCE REQUIREMENTS

Construction:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Design Professional:____
General Liability:
$2 Million/occurrence
$4 Million aggregate
Professional Liability:
$2 Million/occurrence
Professional Consultant:____
Professional Liability:
$1 Million/occurrence
IT Services:____
Professional Liability:
$1 Million/occurrence
No auto required
Hazardous Materials:____
Pollution Liability:
$1 Million/occurrence
Special Events/Caterers-Vendors:____
No auto required
No workers' comp required
Professional Counseling/ Psychological:____
Professional Liability:
$1 Million/occurrence
No auto required
8 DocuSign Envelope ID: 8E012A84-4ABE-4F7B-80B0-D9B740DF1F48 Contract Purchase Agreement 3003736

Questions Regarding Insurance Submission: Contact EBIX at (951) 652-4239 Questions Regarding Insurance Requirements Contact Risk Management at (916) 774-5202

9 DocuSign Envelope ID: 8E012A84-4ABE-4F7B-80B0-D9B740DF1F48 Contract Purchase Agreement 3003736

CALIFORNIA AIR RESOURCES BOARD REGULATION COMPLIANCE
Please indicate whether the Contractor is subject to, and/or in compliance with, the following regulations of the California Air Resources Board.

Signature: _____________________________
Title: __________________________________
CARB Compliance
Rev 2/15/24 MC

10 DocuSign Envelope ID: 8E012A84-4ABE-4F7B-80B0-D9B740DF1F48 Regional Pricing Director
N/A

N/A N/A
N/A
Contract Purchase Agreement 3003736
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ City of Roseville, A Municipal Corporation
Signature:______________________________________________ Print Name: Dominick Casey
Title: City Manager
Date:__________________________________________________ 11 DocuSign Envelope ID: 8E012A84-4ABE-4F7B-80B0-D9B740DF1F48 Regional Pricing Director
Wendy S Mueller
5/23/2024

solenis.com

Solenis LLC ● 2475 Pinnacle Drive ● Wilmington, DE ● 19803 ● solenis.com

Secretary Certificate

I, Christy Margolin, certify that I am Assistant Secretary of Solenis LLC. I certify that Wendy S. Mueller who signed the bid proposal and / or contract on behalf of Solenis LLC has authority to do so.

IN WITNESS WHEREOF, I have hereunto set my hand this _________.

_________________________
Signed

Christy Margolin
Printed Name

DocuSign Envelope ID: 6AE741D9-8FAB-4061-BD34-38E5063B27AB 3/21/2024
DocuSign Envelope ID: 8E012A84-4ABE-4F7B-80B0-D9B740DF1F48 ExcelFormat Bid Tabulation By Item
Version 1
Bid RFQ #10-3374 - Liquid Cationic Polymer for the Pleasant Grove Wastewater Treatment Plant End Date 2024-05-07 03:00 PM PDT
Item - Price Per Pound
Item Description Enter the Price Per Pound transferred from the Formal Invitation For Bid and Award page.

Qty 1.0
Unit Each
Vendor Name Brand Item Vendor Ref Number Unit Price Total Price Notes Attachments Solenis LLC ZETAG 8848FS 932258 1.45 1.45 ZETAG 8848FS BULK Polydyne Inc. CLARIFLOC WE-2566 1.5 1.5 Polydyne Inc Complete Bid Submittal_City of Roseville CA_RFQ 10-3374.pdf

COUNCIL COMMUNICATION
CC #:
3391
File #:
0203-04
Title:

Hydrofluosilicic Acid (BACC 08-2024) – Contract Purchase Agreement Contact:

Becky Philipp 916-746-1110 [email protected]

Meeting Date: 6/19/2024
Item #: 7.15.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to approve a contract purchase agreement (3003636) with Pencco, Inc. as the lowest responsive bidder for Bay Area Chemical Consortium (BACC) Bid No. 08-2024 for the supply and delivery of Hydrofluosilicic Acid for the Environmental Utilities Department's Barton Road Water Treatment Plant and authorize the City Manager to execute it on behalf of the City.

BACKGROUND
The water treatment plant has an ongoing requirement for hydrofluosilicic acid (fluoride) that is added to the water to prevent dental cavities or tooth decay. This chemical will be purchased as needed throughout the year.

In January 2024, the City participated in a regional chemical bid led by the Bay Area Chemical Consortium (BACC), with the Bay Area Clean Water Agency serving as the coordinating agency.

Combined bid solicitations offer vendors an opportunity to sell greater quantities of their products.

Because more than 50 public agencies are now participating, significant savings for chemical purchases are being passed along to the agencies’ water and wastewater customers.

FISCAL IMPACT
The estimated annual cost is $137,000. Funding is included in the Environmental Utilities Department's proposed FY2024-25 budget in the Water Operations Fund. Projected spending for the optional renewal years is as follows: FY2025-26, $144,000; FY2026-27, $151,200; FY2027-28, $158,800.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community

Respectfully Submitted,
Becky Philipp, Purchasing Supervisor
Dennis Kauffman, Assistant City Manager/Chief Financial Officer

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-207
Contract Purchase Agreement
RESOLUTION NO. 24-207

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND PENCCO, INC., AND AUTHORIZING THE CITY MANAGER TO

EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a contract purchase agreement (3003636) to supply and deliver hydrofluosilicic acid on an as-needed basis, by and between the City of Roseville and Pencco Inc., has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is approved and the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

_______________________________
MAYOR

ATTEST:

__________________________
City Clerk

Bid Sec.

COUNCIL COMMUNICATION
CC #:
3387
File #:
0203-09
Title:

Refuse Bins and Parts (RFQ 10-3384) - Purchase Orders
Contact:

Sue Jessup 916-746-1107 [email protected]

Meeting Date: 6/19/2024
Item #: 7.16.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to authorize open purchase orders with Wastequip, LLC dba Confab Manufacturing Company, LLC as the lowest responsive and responsible bidder for the purchase of refuse bins and parts in response to Request for Quotations No. 10-3384.

The bid allowed for four optional renewal years at one-year intervals. Staff requests authorization to continue utilizing the remaining optional renewal years without further Council approvals, provided that the applicable budget is approved by the City Council each year, until the contract expires or until City staff determines that continuing with the same vendor is not in the City's best interest.

BACKGROUND
The Environmental Utilities Department's Waste Services Division has an ongoing requirement for recycling and refuse bins. These bins are positioned at various sites and businesses throughout the City for solid waste disposal, recycling, material drop-off, and pick-up. They regularly use 2, 3, 4, 5, 6, and 8-yard front-loader refuse containers, 2 and 3-yard rear-loader refuse containers, and 10, 20, 25, 30, and 40-yard roll-off bins. The Waste Services Division will purchase the bins as needed to maintain stock levels.

As the City continues to grow and expand, new businesses are moving in and have different levels of service needs. The actual quantities used in any given year cannot be accurately predicted, so the order total is an estimated value based on previous years' usage and forecasted future requirements.

A formal bid was issued with the following responses:

Bidder

Total

Wastequip, LLC dba Confab Manufacturing Company, LLC

$40,245
Galt, CA

McLaughlin Waste Equipment, Inc.

$43,564
Galt, CA

FISCAL IMPACT
The estimated total annual cost is $200,000 for FY2024-25. Funding is included in the proposed FY2024-25 budgets for the Waste Services Capital Purchase Fund and Waste Services Rehabilitation Fund. Spending for future renewals will be contingent upon Council approval of budgets. Estimated spending for the optional renewal years is as follows: FY2025-26 $225,000; FY2026-27 $253,125; FY2027-28 $284,765.60; FY2028-29 $320,361.30.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. The purchase of refuse bins and parts meet the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Sue Jessup, Buyer
Dennis Kauffman, Assistant City Manager/Chief Financial Officer

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-205

RESOLUTION NO. 24-205

APPROVING PURCHASE ORDERS FOR THE PURCHASE OF

REFUSE BINS AND PARTS

WHEREAS, purchase orders for refuse bins and parts, by and between the City of Roseville and Wastequip, LLC dba Confab Manufacturing Company, LLC, have been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said purchase orders are approved.

BE IT FURTHER RESOLVED that four (4) additional one (1) year renewals are hereby approved without further City Council approval, provided that the applicable budget is approved by the City Council each year, or until City staff determines that continuing with the same vendor is not in the City’s best interest.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR

ATTEST:

City Clerk

COUNCIL COMMUNICATION
CC #:
3380
File #:
0900-02
Title:
2021 Sewer Collection System Cured-In-Place Pipe Rehabilitation Project - Notice of Completion
Contact:

Jonathan Cummings 916-774-5566 [email protected]

Meeting Date: 6/19/2024
Item #: 7.17.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council accept the 2021 Sewer Collection System CIPP Rehabilitation Project as complete and authorize the Director of Environmental Utilities to execute the Notice of Completion.

BACKGROUND
On June 16, 2021, City Council awarded an Agreement to Insituform Technologies, LLC for the 2021 Sewer Collection System CIPP Rehabilitation Project. The locations of the project are shown in the Notice of Completion (Attachment A). The City’s Environmental Utilities Department has completed final inspections and found the project work to be complete. The project is now ready for acceptance. A preliminary notice was routinely filed by Statewide Traffic Safety and Signs, Inc. dba Statewide Safety Systems, to comply with state requirements. However, no stop payment notices have been filed with the City Clerk for the project.

FISCAL IMPACT
A construction contract in the amount of $1,584,796 was awarded to Insituform Technologies, LLC for the 2021 Sewer Collection System CIPP Rehabilitation Project. The total cost to complete construction including all change orders was $1,352,749. The project was funded by the Wastewater Rehabilitation Fund.

The Notice of Completion meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F – Invest in Well-Planned Infrastructure and Growth

Respectfully Submitted,
Jonathan Cummings, Associate Engineer
Richard Plecker, Environmental Utilities Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24--199
Notice Completion
RESOLUTION NO. 24-199

ACCEPTING THE PUBLIC WORK KNOWN AS THE 2021 SEWER COLLECTION

SYSTEM CURED-IN-PLACE PIPE REHABILITATION PROJECT, APPROVING THE “NOTICE OF COMPLETION”, AND AUTHORIZING THE ENVIRONMENTAL UTILITIES

DIRECTOR TO EXECUTE SAID NOTICE ON BEHALF OF THE CITY OF ROSEVILLE

BE IT RESOLVED by the City Council of the City of Roseville as follows:

1. The “Notice of Completion” on file in the City Clerk’s Department relative to that public work known as the 2021 Sewer Collection System Cured- In-Place Pipe Rehabilitation Project, has been approved and the public work accepted.

2. The Environmental Utilities Director is hereby authorized and directed to execute said Notice on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR

ATTEST:

City Clerk

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

CITY
CLERK

CITY OF ROSEVILLE
311 VERNON STREET
ROSEVILLE, CA 95678
Exempt
from recording fees
Pursuant to Gov’t Code §27383
NOT

ICE OF COMPLETION
NOTIC
E IS HEREBY GIVEN that the public work of improvement known as the Pr oject was completed and
accepted by the City of Roseville on . The location is situated in the City of Roseville, County of Placer, State of California and is indicated on the attached map, marked as Exhibit “A” and incorporated herein by this reference. The real property herein described is owned by the City of Roseville, 311 Vernon Street, Roseville CA 95678.

The direct/general contractor on said project was .

The surety on said project was
.
___________________________________
City o
f Roseville
Owner
ATTEST:
________________________________
_
Carmen Avalos, City Clerk

State of California )
County of Placer )

I, , being first duly sworn, depose and say: I am the of the City of Roseville, a municipal corporation 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 Roseville. I have read the Notice of Completion and know its contents and the facts stated therein are true.

___________________________________

City of Roseville

State of California )
County of Placer )
Subscribed and sworn to (or affirmed) before
me on this _ ____
day of ,
20 ___,
proved to me on the basis of satisfactory
evidence to be the person(s) who appeared
before me.

____________________________________
Place Notary Seal and/or Stamp Above Signature of Notary Public 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.

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CIRBY CREEKTRIBUTARY
Exhibit "A"
2021 SEWER COLLECTION SYSTEM

CURED-IN-PLACE PIPE REHABILITATION PROJECT
¯
Wastewater Mains Rehabilitated
City Boundary

COUNCIL COMMUNICATION
CC #:
3394
File #:
0203-09
Title:

Pleasant Grove Wastewater Treatment Plant Ultraviolet Disinfection System Addition Project - Professional Design Services Agreement Amendment Contact:

Jeremy Snyder 916-746-1829 [email protected]

Meeting Date: 6/19/2024
Item #: 7.18.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to approve a Second Amendment to Professional Design Services Agreement with Carollo Engineers, Inc. for the Pleasant Grove Wastewater Treatment Plant Ultraviolet Disinfection System Addition Project to add $298,217 of contract authority, for a total agreement amount of $1,123,430 and authorize the City Manager to execute it on behalf of the City of Roseville.

BACKGROUND
The City of Roseville entered an agreement with Carollo Engineers to provide design services for the expansion of the Pleasant Grove Wastewater Treatment Plant Ultraviolet (UV) disinfection process facility. This project includes the addition of Channel #4 to the existing facility as well as adding a fourth bank to each of the existing three channels.

Two issues arose to cause the need for an increase in cost to the existing professional design services agreement of $825,213:

1. Extension of schedule for design, management and coordination ($77,734):

The City paused the project due to limited staff capacity and introducing a new project manager within the timeframe of late 2020 to early 2022; and

The ultraviolet disinfection equipment submittal review time between Carollo, the City, and the equipment manufacturer (Trojan Technologies) took more time than originally anticipated.

2. Engineering Services During Construction ($220,483):

The original anticipated level of Engineering Services During Construction (ESDC) has increased due to a higher number of submittal reviews, requests for information (RFI’s), and construction meetings, as well as additionally required correspondence with the State Water Resources Control Board – Division of Drinking Water (DDW) and the need to develop an update to the City’s Recycled Water Title 22 Report for project acceptance by DDW.

FISCAL IMPACT
The budget adjustment for the Pleasant Grove Wastewater Treatment Plant Ultraviolet Disinfection Addition Project to accommodate this amendment was approved by the South Placer Water Authority (SPWA) Board on January 25, 2024. The professional design service agreement amendment increases the overall agreement amount by $298,217, to a total contract amount of $1,123,430, and is funded by the SPWA in the PG Ultraviolet Disinfection Addition Project.

ENVIRONMENTAL REVIEW
CEQA compliance for the Pleasant Grove Wastewater Treatment Plant Ultraviolet Disinfection Addition project was accomplished with preparation of the Class 1 Notice of Exemption (NOE) pursuant to Section 15301 of the CEQA guidelines (Adopted: November 4, 2020). This contract amendment does not result in any changes to the project and remains consistent with the project evaluated in the approved NOE. As such, no additional CEQA action is required at this time.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community
Goal E - Deliver exceptional city services
Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Jeremy Snyder, Preventative Maintenance Supervisor
Richard D. Plecker, Environmental Utilities Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-210
PDSA Amendment
CEQA Notice of Exemption
RESOLUTION NO. 24-210

APPROVING A SECOND AMENDMENT TO PROFESSIONAL DESIGN SERVICES

AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND CAROLLO ENGINEERS, INC., AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT

ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a Second Amendment to Professional Design Services Agreement for the Pleasant Grove Wastewater Treatment Plant Ultraviolet Disinfection System Addition project, by and between the City of Roseville and Carollo Engineers, Inc., has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said second amendment is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

______________________________
MAYOR

ATTEST:

________________________
City Clerk

COUNCIL COMMUNICATION
CC #:
3393
File #:
0800-02
Title:

Pleasant Grove Wastewater Treatment Plant Maintenance Administration and Shop Building Design – Sole Source Professional Design Services Agreement Contact:

Trent Johnson 916-746-1837 [email protected]

Meeting Date: 6/19/2024
Item #: 7.19.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution approving the sole source Professional Design Services Agreement with 19six Architects to provide design services for the Pleasant Grove Wastewater Treatment Plant (PGWWTP) Maintenance Administration and Shop Building for a not-to-exceed amount of $885,956 and authorize the City Manager to execute it on behalf of the City of Roseville.

BACKGROUND
PGWWTP’s wastewater flows have increased over the past several years, thus causing the increased need for the Wastewater Utility to efficiently repair and maintain all of the associated infrastructure. When the PGWWTP was constructed and established in 2003, the maintenance shop was integrated within the operations and laboratory building. The limited size and scope of the originally constructed facility provided the ability to perform routine in-house repair and fabrication; however, higher level, more complicated work, required maintenance staff to travel to and from the Dry Creek Wastewater Treatment Plant (DCWWTP) to enable use of the larger, more efficient workspace and equipment. The Ultraviolet Disinfection process equipment was constructed and put in service in 2008. The PGWWTP Expansion and Energy Recovery projects resulted in additional equipment/facilities such as primary clarifiers, digesters, thickening, and energy recovery that were put in service in 2022. Based on this increased quantity of assets and maintenance responsibilities, the onsite maintenance staff and number of spare parts has also grown.

In 2021, a review of the PGWWTP maintenance facility capabilities was initiated, and a needs assessment was performed. On March 5, 2021, the Environmental Utilities Department (EUD) issued Request for Proposals No. 08-079 to seek experienced professional architectural consulting firms to submit proposals for professional design and consulting services for the PGWWTP Maintenance Facilities Assessment and DCWWTP Operations and Lab Building Design. Eight proposals were received for this RFP. After a panel review and evaluation, 19six Architects (formerly Williams + Paddon/Architects + Planners, Inc.) was selected as the candidate that could offer the best value to the City and was recommended for contract approval.

On October 6, 2021, City Council approved a Professional Design Services Agreement (PDSA) with 19six Architects. The scope of work for this agreement included the 10% programmatic design and preliminary cost assessment for the new PGWWTP Maintenance Administration and Shop Building. This 10% design and assessment include development of program requirements/operational needs, site analysis and conceptual design, and schematic design. This portion of the project was funded through Wastewater Rehabilitation Fund (6130), Project no. 500142.

In 2023, South Placer Wastewater Authority (SPWA) approved to proceed with the 100% design of the PGWWTP Maintenance Administration and Shop Building Project. Given that the 10% programmatic design was completed by 19six Architects, it is in the best interest of the City, and therefore recommended by the Environmental Utilities Department, to continue this vendor’s professional services to complete the 100% design of the PGWWTP Maintenance Administration and Shop Building.

FISCAL IMPACT
The Professional Design Services Agreement with 19six Architects is for a not-to-exceed cost of $885,956. This agreement is fully funded by the PGWWTP Maintenance Administration and Shop Building Project budget, which is funded by the South Placer Wastewater Authority.

ENVIRONMENTAL REVIEW
The proposed project would award a sole source PDSA to provide only design services for the PGWWTP Maintenance Administration and Shop Building; it does not authorize construction or renovation of the facility. The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment, which includes professional design services. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines §15061(b)(3)). Once the facility has been designed, additional CEQA evaluation will be prepared.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community
Goal E - Deliver exceptional city services
Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Trent Johnson, Environmental Utilities Maintenance Superintendent Richard D. Plecker, Environmental Utilities Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-209
Professional Design Services Agreement
RESOLUTION NO. 24-209

APPROVING A PROFESSIONAL DESIGN SERVICES AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND 19SIX ARCHITECTS, AND AUTHORIZING THE CITY

MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a professional design services agreement for the Pleasant Grove Wastewater Treatment Plant Maintenance Administration and Shop Building Design, by and between the City of Roseville and 19six Architects, has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

______________________________
MAYOR

ATTEST:

________________________
City Clerk

1 [\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D025\P005\00086379.DOCX;05/07/2024]

PROFESSIONAL DESIGN SERVICES AGREEMENT
Pleasant Grove Wastewater Treatment Plant Maintenance Administration and Shop Building Design

THIS AGREEMENT is made and entered into this ___ day of ________________, 20__, by and between the City of Roseville, a municipal corporation (“CITY”), and 19six Architects, a California corporation (“CONSULTANT”); and

W I T N E S S E T H:

WHEREAS, CITY desires professional design services consisting of design development and specification services for the Pleasant Grove Wastewater Treatment Plant; and WHEREAS, CONSULTANT has prepared a proposal dated April 4, 2024, which describes the scope of work to be performed by CONSULTANT, the budget for the work, and the schedule for performance of the work; and
WHEREAS, CONSULTANT is qualified and experienced to provide such professional design services.

NOW, THEREFORE, the parties agree as follows:

1. Services. CONSULTANT shall perform, at the direction of CITY, the scope of services as described in EXHIBIT “A,” attached hereto and incorporated herein by this reference.
2 [\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D025\P005\00086379.DOCX;05/07/2024]

2. Compensation. For its services provided hereunder, CONSULTANT shall be compensated on a time and expense basis in accordance with the budget estimate as described in EXHIBIT “A.” Total compensation shall not exceed eight hundred eighty-five thousand, nine hundred fifty-six dollars ($885,956).

CONSULTANT shall submit monthly invoices for its services. Such invoices shall be delineated by task, the person performing the services, and the hourly rate, which shall be stated in time increments of not greater than one-tenth (1/10) hours. CITY shall pay invoices within thirty (30) days after receipt, if the services specified in the invoice have been satisfactorily completed.

3. Indemnification. To the fullest extent allowed by law, CONSULTANT agrees to indemnify, including the cost to defend CITY, and its officers, agents, employees and volunteers from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT and its agents in the performance of services under this contract, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by CITY or the agents, servants, or independent contractors who are directly responsible to CITY, or arising from the active negligence of CITY. Notwithstanding any terms of this section, indemnification and defense obligations shall conform to California Civil Code Section 2782.8.

CONSULTANT agrees to defend and indemnify CITY if, despite the parties intent and practice, any venue, agency, or court with competent jurisdiction determines that CONSULTANT and/or any of its agents, officers, employees, volunteers, independent contractors, or subcontractors, are characterized as employee(s) of CITY. 3 [\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D025\P005\00086379.DOCX;05/07/2024] CONSULTANT’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

4. Insurance. CONSULTANT agrees to continuously maintain, in full force and effect, the following minimum policies of insurance during the term of this Agreement.

COVERAGE LIMITS OF LIABILITY

Workers’ Compensation Statutory

Commercial General Liability $2,000,000 each occurrence $4,000,000 aggregate
Personal Injury:
$2,000,000 each occurrence
$4,000,000 aggregate

Automobile Liability $1,000,000 combined single limit

Professional Liability (errors and $2,000,000 per claim omissions) $4,000,000 aggregate

a. Form. CONSULTANT shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a claims made basis is subject to the approval of Risk Management and the City Attorney. b. Additional Insureds. CONSULTANT shall also provide a separate endorsement form or section of the policy showing CITY, its officers, agents, employees and volunteers as additional insureds for each type of coverage, except for Workers’ Compensation and Professional Liability. Such insurance shall specifically cover the contractual liability of CONSULTANT. The additional insured coverage under the CONSULTANT’s policy shall be 4 [\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D025\P005\00086379.DOCX;05/07/2024] primary and noncontributory, as evidenced by a separate endorsement or section of the policy, and shall not seek contribution from CITY’s insurance or self-insurance. In addition, the additional insured coverage shall be at least as broad as the Insurance Services Office (“ISO”) CG 20 01 Endorsement. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds.

Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater. c. Cancellation/Modification. CONSULTANT shall provide ten (10) days written notice to CITY prior to cancellation or modification of any insurance required by this Agreement.
d. Umbrella/Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and excess insurance. Any excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract) before CITY’s own insurance shall be called upon to protect it as a named insured. e. Subcontractors. CONSULTANT agrees to include in its contracts with all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work.

Furthermore, CONSULTANT shall require its subcontractors to agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under this Agreement. Additionally, CONSULTANT shall obligate its subcontractors to comply with these same provisions with respect to any tertiary subcontractor, 5 [\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D025\P005\00086379.DOCX;05/07/2024] regardless of tier. A copy of CITY’s indemnity and insurance provisions will be furnished to the subcontractor or tertiary subcontractor upon request.
f. Self-Insured Retentions. All self-insured retentions (“SIR”) must be disclosed to Risk Management for approval and shall not reduce the limits of liability.

Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.
g. Waiver of Subrogation. CONSULTANT hereby agrees to waive subrogation which any insurer of CONSULTANT may acquire from CONSULTANT by virtue of the payment of any loss under a Workers Compensation, Commercial General Liability or Automobile Liability policy. All Workers Compensation, Commercial General Liability and Automobile Liability policies shall be endorsed with a waiver of subrogation in favor of CITY, its officers, agents, employees and volunteers for all worked performed by CONSULTANT, its employees, agents and subcontractors.
h. Liability/Remedies. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve CONSULTANT of liability in excess of such coverage, nor shall it preclude CITY from taking such other actions as are available to it under any other provisions of this Agreement or law.

5. Records. CONSULTANT and its subcontractors shall maintain all files and records relating to the services performed hereunder during the term of this Agreement and for a period of not less than one (1) year after the date of termination or expiration. Provided, however, that in the event of litigation or settlement of claims arising from the performance of 6 [\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D025\P005\00086379.DOCX;05/07/2024] this Agreement, CONSULTANT and its subcontractors shall maintain all files and records until such litigation, appeals or claims are resolved. Duly authorized representatives of CITY shall have right of access during normal business hours and after reasonable notice to CONSULTANT’s and subcontractors’ files and records relating to the services performed hereunder and may review and copy the files and records at appropriate stages during performance of the services and during the one (1) year period following termination or expiration of this Agreement. CONSULTANT shall include this provision in its contracts with all subcontractors.

6. Time is of the Essence. Time is of the essence of this Agreement.

7. Prevailing Wages. When applicable, for purposes of this Agreement, CONSULTANT and its subcontractors shall comply with all applicable prevailing wage laws, e.g., but not limited to, California Labor Code Sections 1770 et seq. In accordance with said Section 1775, CONSULTANT shall forfeit as a penalty to the City two hundred dollars ($200) for each calendar day or portion thereof for each worker paid less than the prevailing rates for such work or craft in which such worker is employed for any work done on-site under the Agreement by CONSULTANT or by any subcontractor in violation of the provisions of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to said Section 1775, the difference between such stipulated prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the stipulated prevailing wage shall be paid to each worker by CONSULTANT or the applicable subcontractor.

Pursuant to the provisions of California Labor Code Section 1773, the contracting department has identified the source, stated below, of the general prevailing rate of wages 7 [\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D025\P005\00086379.DOCX;05/07/2024] applicable to the site to be done, for straight time, overtime, and holiday work. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining agreement of the particular craft, classification or type of worker concerned. These wage rates may be obtained from the State Department of Industrial Relations and/or the following website address: http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm.

Pursuant to Labor Code Section 1773.2, general prevailing wage rates set forth above, which forms a part of this Agreement, shall be posted by CONSULTANT at a prominent place at the work site. Prevailing wage rates to be posted at the work site will be furnished by the contracting department. The possibility of wage increases is one of the elements to be considered by CONSULTANT in determining its proposal and will not under any circumstances be considered as the basis of a claim against CITY or the Agreement.

8. Contractor Registration. No contractor or subcontractor may work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. During the performance of this Agreement, CONSULTANT and its subcontractors shall have a continuing legal obligation to maintain current registration with the Department of Industrial Relations. CONSULTANT is hereby notified that this Agreement is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

9. Compliance with Laws. CONSULTANT shall comply with all federal, state and local laws, ordinances and policies as may be applicable to the performance of services under this Agreement.

10. Public Contracts: Conflicts of Interest. CONSULTANT’s duties and services under this Agreement shall not include preparing or assisting CITY with any portion of the CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation 8 [\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D025\P005\00086379.DOCX;05/07/2024] regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.

CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Agreement.

11. Ability to Perform. CONSULTANT agrees and represents that it has the time, ability and professional expertise to perform the services required under this Agreement.

12. Governing Agreement. In the event of any conflict between this Agreement and its EXHIBITS, the provisions of this Agreement shall govern. In the event of any conflict between any of the EXHIBITS, the provisions of the first in order of attachment shall govern.

13. Assignment. CONSULTANT is employed to perform unique personal services.

CONSULTANT shall not assign this Agreement without the prior written consent of CITY.

CONSULTANT shall not employ or otherwise incur any obligation to pay other specialists or experts for services in connection with this Agreement, without prior written consent of CITY.

14. Independent Contractor. CONSULTANT, inclusive of its agents, officers, employees, volunteers, independent contractors, and subcontractors, shall act as an independent contractor, and covenants and agrees that it will conduct itself consistent with such status, that it will neither hold itself out as, nor claim to be, an officer or employee of CITY by reason of this Agreement.
9 [\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D025\P005\00086379.DOCX;05/07/2024] CONSULTANT and CITY agree that: (a) CONSULTANT is free from the control and direction of CITY in connection with the performance of the work; (b) CONSULTANT is providing services directly to CITY; (c) CONSULTANT has and will maintain at all relevant times a business license; (d) CONSULTANT maintains a business location that is separate from CITY; (e) CONSULTANT is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) CONSULTANT actually contracts with other businesses to provide the same or similar services and maintains a clientele without restrictions from CITY; (g) CONSULTANT advertises and holds itself out to the public as available to provide the same or similar services; (h) CONSULTANT provides its own tools, vehicles, and equipment to perform the services; (i) CONSULTANT has negotiated its own rates; (j) CONSULTANT set its own hours and location of work in accomplishing CITY’s on-call needs; and (k) CONSULTANT has the right to control the manner and means of accomplishing the result desired and exercises its own expert independent judgement.

15. Representation and Warranties. CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working for CONSULTANT, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to terminate as void this Agreement, without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.
10 [\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D025\P005\00086379.DOCX;05/07/2024]

16. Successors in Interest. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.

17. Copyright, Ownership and Use of Materials. All tangible materials (“Material”) created or delivered pursuant to this Agreement is considered a work made for hire under the Copyright Act. To the extent such Material does not qualify as a work made for hire, CONSULTANT hereby assigns to CITY all right, title, and interest, including but not limited to all copyrights, in all Material created by CONSULTANT in its performance under this Agreement. Material constitutes the scope of work outlined in Exhibit A and attached hereto, and all written and other tangible expressions, including but not limited to, drawings, papers, documents, reports, surveys, renderings, exhibits, sketches, maps, models, prints, paintings or photographs, in any and all media or formats in which such materials have been created or are maintained. All Material furnished by CONSULTANT is, and shall remain, the property of CITY.

CONSULTANT shall execute any documents necessary to effectuate such assignment.

In the event that CONSULTANT uses, employs, designates, or retains any person or entity who is not an employee of CONSULTANT, to perform any work required of it pursuant to this Agreement, CONSULTANT shall require said person or entity to execute an agreement containing the preceding paragraph.

18. Termination of Agreement. The City may terminate this Agreement without cause by giving CONSULTANT ten (10) days advance written notice from the City Manager.

CONSULTANT may terminate this Agreement without cause by giving CITY thirty (30) days advance written notice. In the event of termination through no fault of CONSULTANT, CITY shall compensate CONSULTANT for services performed as of the date of termination, upon the 11 [\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D025\P005\00086379.DOCX;05/07/2024] release to CITY of all Material hereunder, in any and all media or formats in which such materials have been created or are maintained. CITY retains the right to receive and use any Material, notwithstanding any termination or any dispute regarding the amount to be paid.

19. Attorney’s Fees; Venue; Governing Law. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action shall be entitled to recover its reasonable litigation expenses, including but not limited to, court costs, expert witness fees, discovery expenses, and attorneys’ fees. Any action arising out of this Agreement shall be brought in Placer County, California, regardless of where else venue may lie. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

20. Modification. This Agreement and each provision contained herein may be waived, amended, supplemented or eliminated only by mutual written agreement of the parties.

21. Severability. If any of the provisions contained in this Agreement is for any reason held invalid or unenforceable, such holding shall not affect the remaining provisions or the validity and enforceability of the Agreement as a whole.

22. Notices. Any notices to parties required by this Agreement shall be delivered personally or mailed, U.S. first class postage prepaid, addressed as follows:

CITY OF ROSEVILLE CONSULTANT

Trent Johnson Kirill Aleksandrov
EU Maintenance Superintendent Project Architect
1800 Booth Road 2237 Douglas Boulevard, Suite 160
Roseville, CA 95747 Roseville, CA 95661

Either party may amend its address for notice by giving notice to the other party in writing.

23. Integrated Agreement. This is an integrated agreement and contains all of the terms, considerations, understanding and promises of the parties. It shall be read as a whole.

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EXHIBIT “A”

April 4, 2024

Trent Johnson
City of Roseville
311 Vernon Street
Roseville, CA 95678

Project: City of Roseville
Pleasant Grove Wastewater Treatment Plant
PGWWTP – Roseville, CA
19six #: W21015.XX

Dear Mr. Johnson,

Thank you for the opportunity to allow 19six to provide the City of Roseville with professional Architecture and Engineering services. We are pleased to submit this proposal for Design Development through Furniture Design/Specification Services for the Pleasant Grove Wastewater Treatment Plant.

PROJECT DESCRIPTION
The Pleasant Grove Wastewater Treatment Plant Maintenance Facilities Project (PGWWTP) is anticipated to consist of the Construction of a new Plant Maintenance addressing future maintenance functionality including a Maintenance Shop, primarily consisting of Shop and Warehouse Space, Crew Room, Training/Conference Room, Lunchroom Staff/Lockers/Showers, and Restrooms.

SCOPE OF SERVICES
The Scope of Services for this contract will be limited to Architectural, Interior Design, Landscape Architecture, Structural, Mechanical, and Electrical Engineering, Commissioning Agent, and Cost Estimating Consultant for the following phases: Design Development, Construction Documents, Bidding, Construction Administration and Furniture Design/Specification phases as outlined below.

PHASE 1- PROGRAMMING – NOT IN CONTRACT
Service provided and completed under separate Professional Design Service Agreement, October 06, 2021, pursuant to City RFP 08-079, Roseville City Council Resolution 21-413.

PHASE 2 - SITE ANALYSIS / CONCEPTUAL DESIGN – NOT IN CONTRACT Service provided and completed under separate Professional Design Service Agreement, October 06, 2021, pursuant to City RFP 08-079, Roseville City Council Resolution 21-413.

Pleasant Grove Wastewater Treatment Plant
April 4, 2024

Page 2 of 9 ends

Roseville City CouncilJune 19, 2024

Roseville City Council
June 19, 2024