Price adjustments will not be automatic. They must be mutually agreed upon by both the City and the vendor. The City will review the proposed pricing and determine if it is allowable, fair, reasonable, and in the best interest of the City to extend the agreement.
4.0 5.0
ASSURANCE OF DESIGNATED PROJECT TEAM
Proposer shall assure that the designated project team, including sub-consultants or sub-contractors (if any), is used for this project. Departure or reassignment of, or substitution for, any member of the designated project team, sub-consultant(s) or sub-contractor(s) shall not be made without the prior written approval of the City.
PROPOSAL FORMAT REQUIREMENTS
Each response to this RFP shall include the information described in this section. Provide the information in the specified order. Failure to include all of the information specified may be cause for rejection. Additional information may be provided, but should be succinct and relevant to the goals of this RFP. Any additional information that a proposing Consultant wishes to include that is not specifically requested should be included in an appendix to the proposal.
Consultants are encouraged to keep the proposals brief and to the point, but sufficiently detailed to allow evaluation of the project approach. Excessive information will not be considered favorably.
Unauthorized conditions, omissions, limitations or provisions attached to a proposal will render the proposal non-responsive and may cause its rejection.
Proposers are warned against making erasures or alterations of any kind, without initialing each and every such change. Proposals that contain erasures or irregularities of any kind, without such initialing, or omissions, may be rejected.
The proposal should be bound or contained in a loose leaf binder. Document pages shall be 8-1/2 inches by 11 inches in size or folded to such a size. Use section dividers, tabbed in accordance with this section as specified below.
5.1 Cover Letter with the following information:
• Title of this RFP
• Name and Mailing Address of Firm (include physical location if mailing address is a PO Box)
• Contact Person, Telephone Number, Fax Number, and Email Address • A statement that the submitting Consultant will perform the services and adhere to the requirements described in this RFP, including any addenda (reference the addenda by date and/or number).
5.2 Signature Requirements - The attached Proposer’s Certification (Attachment A) shall be executed by an official(s) legally authorized to bind the Consultant which states that the proposal is valid for ninety (90) days. Include the executed copy of the Proposer’s Certification under Tab G. Note: This is ninety (90) days following the closing date for the receipt of all proposals. Proposals submitted on behalf of a Partnership shall be signed in the firm name by a partner or the Attorney-in-Fact. If signed by the Attorney-in-Fact, there shall be attached to the
proposal a Power-of-Attorney evidencing authority to sign proposals, dated the same date as the proposal and executed by all partners of the firm.
Proposals which are submitted on behalf of a Corporation shall have the correct corporate name thereon and the actual signature of the authorized officer of the corporation written (not typed) below the corporate name. The title of the office held by the person signing for the corporation shall appear below the signature of the officer. Proposals which are submitted on behalf of a Limited Liability Company (“LLC”) shall be signed by the person or persons authorized to bind the LLC under the LLC’s articles of organization.
Proposals which are submitted by an Individual Doing Business under a firm name (“dba”) shall be signed in the name of the individual doing business under the proper firm name and style.
5.3 TAB A: Firm’s Qualifications – Describe your firm and provide a statement of your firm's qualifications for performing the requested services. Identify the services which would be completed by your firm's staff and those that would be provided by sub-consultants or subcontractors, if any. Identify any sub-consultants or sub-contractors you propose to utilize to supplement your firm’s staff. Include the firm’s organizational chart, including its constituent parts, and size variation of staffing levels in the past five (5) years.
5.4 TAB B: Experience and References – Provide a summary of your firm’s experience in providing these or similar services. Provide a minimum of three (3) references for projects or services similar in nature and scope that your firm’s team members have completed in the last five (5) years.
Include brief descriptions of the projects, dates, client names and contact persons’ names, addresses and telephone numbers. Public sector references in California are preferred.
5.5 TAB C: Qualifications of Team – Provide a brief summary of the role, qualifications and experience of each team member and designated project manager/lead assigned to this project, including length of service with the firm and the qualifications/experience of any sub-consultant or sub-contractor staff on your project team. A project team organizational diagram and brief resume of each team member and the designated project manager/lead for each applicable category shall be included. The geographic location of the firm and key personnel shall also be identified. Any proposed sub-consultants or sub-contractors shall be listed. Include sub-consultant’s and subcontractor’s assigned task(s) and experience. Full resumes may be included in the appendix.
5.6 TAB D: Project Understanding – Based on the available information, supplemental research, field observations, and experience with similar projects, provide a narrative describing your understanding of the services requested in this RFP, your general approach and any major challenges to achieving the City’s stated goals. Include any issues that you believe will require special consideration for this project. Also identify any unique approaches or strengths that your firm may have related to this project. City staff will assess your understanding of all aspects of the project based on the overview. If you choose to not bid on a specific task, please note explicitly.
5.7 TAB E: Project Plan – Provide a detailed discussion of your firm’s approach to the successful implementation of the tasks as listed in the Scope of Services. Include thorough discussions of methodologies you believe are essential to accomplishing each task. Include a proposed work schedule to accomplish each of the required tasks within the desired timeline. Identify the staff who
would be assigned to each task, including sub-consultants and sub-contractors. List any necessary equipment, training or installation services required.
5.8 TAB F: Cost Proposal – Provide a total cost proposal for all products and services to be delivered, and a breakdown of costs delineated by tasks as described in your project plan for each task defined below. For Task 3 please also include a schedule of pricing for as-needed services (i.e. emergency on-site support). Define any reimbursable expenses requested to be paid by the City.
Bid Items:
Contractor shall provide firm pricing as follows:
Bid Items Total Amount
Payable
Basis of Payment equal or progress
based
Task 1: CAISO Energy Imbalance
Market (EIM) implementation Lump Sum
Equal Monthly Payments over the EIM
Implementation Period (ending on April
1, 2021)
Task 2: On-going MDMA Services Annual Amount Monthly Payments over the Term of the Contract
Task 3: On-going meter Operations
and Maintenance Annual Amount Monthly Payments over the Term of the Contract
5.9 TAB G: Required Statements/Documents – Include statements of assurance regarding the following requirements in the proposal:
Non-substitution for the designated members of the team without approval by City staff (Section 4.0)
The absence of a conflict of interest (Section 9.4)
Indicate your ability and agreement to fulfill the indemnification and insurance requirements contained in the sample contract (Section 9.7). (Please note that actual certificates of insurance are not required as part of your submittal.)
A statement that nothing contained in the submitted proposal will be proprietary. (Section
9.22)
Submit the following documents with proposal:
Executed copy of Proposer’s Certification (Attachment A)
5.10 TAB H: Exceptions – Describe any and all proposed exceptions, alterations or amendments to the Scope of Services or other requirements of this RFP, including the Sample Contract (Attachment B). The nature and scope of your proposed exceptions may negatively affect the evaluation of your submittal and the City’s determination of whether it is possible to successfully negotiate a contract with your firm.
5.11 TAB I: Competency of Proposers – The City wants to ensure that the successful Consultants has the necessary facilities, ability, experience, and financial resources to provide the services specified herein in a satisfactory and timely manner. Please list and explain any pending bankruptcies, liens, stop payment notices, judgments, lawsuits, arbitrations, mediations, foreclosures, and any similar actions filed or resolved in the past seven (7) years. Please indicate whether a client has ever terminated a contract with your firm for breach, and if so, please explain. Also, furnish a statement of financial resources demonstrating that the Consultant has the ability to maintain a staff of regular employees, sub-consultants or sub-contractors adequate to insure continuous performance of work, and demonstrating that the equipment for the work contemplated is sufficient, adequate and suitable.
6.0 SUBMITTAL INSTRUCTIONS
6.1 6.2
Proposals shall be submitted not later than the time and date indicated on the cover page of this RFP. All submittals shall be emailed to [email protected] with the title of the RFP and “Sealed Proposal” in the subject line and the body of the email.
Proposals shall be submitted via electronic mail to:
6.3 6.4
6.5 6.6
6.7 Faxed or hand delivered proposals will not be accepted.
The City shall not be responsible for proposals delivered to a person or location other than that specified herein.
Postmarks will not be accepted and proposals received after the deadline date and time will not be accepted or considered. No exceptions.
The City reserves the right to waive minor defects and/or irregularities in proposals, and shall be the sole judge of the materiality of any such defect or irregularity.
All costs associated with proposal preparation shall be borne by the proposer.
7.0 EVALUATION CRITERIA
The following evaluation criteria and rating schedule will be used to determine the most highly qualified firm(s).
8.0 SELECTION PROCESS
8.1 Award of the RFP shall be made to the responsible proposer whose proposal is determined, through a formal evaluation panel process, to be the most advantageous to the City after the evaluation panel has taken into consideration the evaluation factors set forth in the RFP. A master averaged score sheet shall be created based on the evaluation panel’s initial evaluation.
Proposals shall be scored according to the criteria stated in the RFP.
8.2 Proposals submitted will be reviewed by a selection committee. Consultants that have submitted the best and most complete proposals may be invited to an interview. The number of Consultants invited to an interview may vary depending upon the number of proposals submitted.
8.3 Should the City elect to conduct interviews with any proposers, the following criteria shall be considered and each proposer ranked by the evaluation panel during the interview process: a) Quality of presentation, b) Ability to meet the City’s business goals, c) Communication style.
8.4 The City reserves the right to make a selection after review of the proposals without oral interviews; therefore, the proposal should be submitted initially on the most favorable terms that the Consultant might propose.
8.5 A contract will be negotiated with the Consultant considered best meeting the City’s need for this project. In the event a mutually satisfactory contract cannot be negotiated with the City’s first choice, negotiations may be terminated and commenced with the Consultant considered next best in meeting the City’s needs for this particular project.
8.6 The selected Consultant will be required to execute a City prepared contract. The contract may further refine the scope of services and will provide for the terms and conditions of employment.
8.7 The award of any contract is expressly contingent upon City Council approval and the availability of funds. City staff may not legally bind the City to a contract.
8.8 The City reserves the right to reject any or all proposals, or to waive minor irregularities in said proposals, or to negotiate minor deviations with the successful Consultant(s). In the case of differences between written words and figures in a proposal, the amount stated in written words Evaluation Criteria
Maximum
Points Possible
A. Experience and qualifications of firm and proposed
staff/sub-consultants/sub-contractors
(per Sections 5.3 - 5.5)
35 B. Understanding of the Project – Proposed Project Plan (per Section 5.6 – 5.7) 35
C. Proposed Cost
(per Section 5.8) 30
Total Possible Points: 100
shall govern. In the case of a difference in unit price versus the extended figure, the unit price shall govern.
8.9 The City reserves the right to seek clarification on any or all proposal submittals to ensure the RFP specifications are met. Proposals may be rejected from any proposer who does not comply with the City’s request for clarification.
8.10 Once a decision has been made to award the contract, then a formal notice of the intent to award to the recommended proposer(s) shall be made by the Department.
8.11 A City of Roseville business license as well as all applicable permits, licenses and certifications required by local, state or federal law are required before the award of contract.
9.0 GENERAL TERMS & CONDITIONS
9.1 Standard Contract. Upon completion of the evaluation and recommendation for award, the selected Consultant will be required to execute an agreement prepared by the City, a sample which is included in Attachment B.
9.2 Independent Contractor. At all times the Consultant shall represent himself/herself to be an independent contractor offering such services to the general public and shall not represent himself/herself, or his/her employees, to be an employee of the City. Therefore, the Consultant shall assume all legal and financial responsibility for taxes, FICA, employee fringe benefits, workers’ compensation, employee insurance, minimum wage requirements, overtime, etc., and agrees to indemnify, save, and hold the City, its officers, agents, and employees, harmless from and against, any and all loss, cost (including attorneys’ fees), and damage of any kind related to such matters.
9.3 Non-Appropriation. The City may terminate any resulting contract at the end of any fiscal year, June 30th, without further liability other than payment of debt incurred during such fiscal year, should funds not be appropriated by its governing body to continue services for which the contract was intended.
9.4 Conflict of Interest. The Consultant shall warrant that no official or employee of the City has an interest, has been employed or retained to solicit or aid in the procuring of the resulting contract, nor that any such person will be employed in the performance of such contract without immediate divulgence of such fact to the City. Consultants submitting a proposal in response to this RFP must disclose any actual, apparent, direct, indirect, or potential conflicts of interest that may exist with respect to the Consultant or the Consultant’s management or employees relative to the services to be provided to the City. Conflict of interest issues may require consultation with legal counsel. If a Consultant has no conflicts of interest, a statement to that effect must be included in the proposal. Violation of this section shall be a material breach of the contract entitling the City to any and all remedies by law or in equity.
9.5 Undue Influence. The Consultant shall warrant via an executed Proposer’s Certification (Attachment A) that no undue influence or pressure is used against or in concert with any officer or employee of the City in connection with the award or terms of the contract that will be executed as a result of this RFP, including any method of coercion, confidential financial
arrangement or financial inducement. No officer or employee of the City shall receive compensation, directly or indirectly, from the Consultant, or from any officer, employee or agent of the Consultant, in connection with the award of the contract or any work to be conducted as a result of this RFP. Violation of this section shall be a material breach of the contract entitling the City to any and all remedies by law or in equity.
9.6 Non-Collusion. Consultant submitting proposals shall warrant via an executed Proposer’s Certification (Attachment A) that their offer is made without any previous understanding, agreement or connection with any person, firm or corporation submitting a separate proposal for the same project and is in all respects fair, without outside control, collusion, fraud or otherwise illegal action. This condition shall not apply to proposals which are submitted by firms who have partnered with others to submit a cooperative proposal that clearly identifies a primary consultant and the associated sub-consultants or sub-contractors.
9.7 Indemnification & Insurance Requirements. The City’s standard indemnification and insurance requirements are provided in the sample contract, included in Attachment B. All costs of complying with the insurance requirements shall be as included in your pricing. The selected Consultant shall provide complete and valid insurance certificates within ten (10) days of the City’s written request. Failure to provide the documents within the time stated may result in rejection of the Consultant’s proposal. Alterations to the terms and conditions shall not be allowed.
9.8 Cost of Preparing Proposal. The City will not pay any costs incurred by any Consultant in preparing or submitting a proposal in response to this RFP.
9.9 Proposals Property of the City. All documents or materials submitted with or in conjunction with any proposal, including but not limited to electronic files, shall become the property of the City after the proposal submission deadline. No submission documents will be returned. During negotiations, the scope of services may be amended by the City and negotiated based upon ideas provided by other proposers or any other source.
9.10 Proposals are Public Records. All proposals submitted are subject to the public disclosure requirements under the laws of the State of California, unless the City identifies and exercises a right or obligation to exempt any record from public disclosure. However, proposals will not be disclosed until negotiations are complete and a recommendation for selection and award is made.
9.11 Protests.
(a) Protest Requirements
(1) Any proposer who is aggrieved in connection with the solicitation or award of a contract may file a protest with the City Clerk’s office. The protest must be received in writing by the City Clerk’s office within seven (7) calendar days after such aggrieved proposer 1) knows or should have known of the facts giving rise thereto or 2) the date of the notice of intent to award, whichever is sooner. In no event shall a protest be allowed after an award has been made by City Council. If the seventh calendar day falls on a weekend or City holiday, the protesting party may submit the protest prior to close of business on the first business day following such weekend or holiday. Failure to submit a timely protest shall bar consideration of a protest.
(b) Grounds for Protest
(1) The alleged grounds for protest shall be limited to the following: (a) computation errors, (b) violations of local, state, or federal law, or (c) the City failed to follow the procedures specified in this Policy.
(2) The protest shall state all grounds claimed for the protest and include supporting documentation. Failure to clearly state the grounds for the protest and provide supporting documentation shall be deemed a waiver of all protest rights. (c) Administrative Review
Upon receipt of the protest and after determining the protest was properly filed, the Department Director shall provide a copy of the protest to other proposers who might become aggrieved as a result of the protest and issue a written decision within fourteen (14) calendar days after receipt of the protest. The protest will be evaluated by the Department Director, the City Attorney’s Office, and the Purchasing Manager. The protesting proposer shall promptly provide any information requested by City staff as part of such investigation. The decision shall either deny or uphold the protest and include reasons for the decision. The written decision shall be final. (d) Stay of Action During a Protest
In the event a protest is filed under Section 10.11, the City shall not proceed further with the award of the contract until the protest is resolved, unless:
(1) The Director of Central Services makes a determination that the award of the contract without delay is necessary to protect a substantial interest of the City, or (2) The City decides to reject all proposals and issue a new RFP.
9.12 Rejection of RFP. The City reserves the right to reject any or all proposals, to waive defects or irregularities in any proposal or in the RFP process, and to offer to negotiate or contract with any Consultant in response to any RFP. This RFP does not constitute any form of offer to contract.
9.13 Multiple Award. The City reserves the right to award the contract to multiple contractors when applicable.
9.14 Increasing/Decreasing Portions of RFP. The City reserves the right to increase or decrease the amount of any portions of the work represented in the RFP and/or to omit portions of said work, as may be deemed necessary by the City.
9.15 Rejection as Non-Responsive. Proposals may be rejected as non-responsive at the City’s sole discretion if there are alterations of form, the proposal is conditional or the proposal is incomplete.
9.16 Modifying RFP. The City reserves the right to modify any portion of, or to postpone or cancel this RFP at any time, and/or reject any and all submissions without indicating any reason.
9.17 If no proposal is accepted, the City may elect to have the services performed in some other manner.
9.18 Rejecting Team Members, Firms or Sub-consultants. The City reserves the right to reject individual team members, firms, sub-consultants or sub-contractors and request substitution prior to contract award.
9.19 Local Business, Small Business, Minority and Women Owned Business. Although no preferences will be given, the City highly encourages submission of proposals by local businesses, by small business owners, and by minority and women-owned businesses.
9.20 Withdrawal of Proposals. Proposals may be withdrawn prior to the date and time specified for proposal submission with a formal written notice by an authorized representative of the proposer delivered to the City Clerk’s Office. Proposals submitted will become property of the City after the proposal submission deadline.
Proposals may not be withdrawn for ninety (90) days after the due date unless the City enters into a contract with another Consultant prior to the expiration of that ninety (90) day period.
9.21 Proposal Postponement and Amendment. The City reserves the right to revise or amend the RFP or specifications up to the time set for opening of the proposals. Such revisions and amendments, if any, shall be announced by amendments to this RFP through the City’s web site.
Copies of such amendments shall be furnished to all prospective proposers. Prospective proposers are defined as those proposers who have registered and are on the City’s RFP list for this service. If revisions and amendments require changes in quantities, prices or scope of services, the date set for opening of the proposals may be postponed by such number of days as in the opinion of the City shall enable proposers to revise their proposals. Proposals which fail to acknowledge a substantive addendum to the RFP, as determined by the City Attorney’s Office, on the City supplied addendum form will be rejected as non-responsive. Any revisions or amendments to the RFP will become incorporated into any contract awarded pursuant to the RFP.
9.22 Proprietary Information. Proposers submitting a proposal in response to this RFP must provide a statement that nothing contained in the submitted proposal will be proprietary.
However, if a proposer desires to claim a privilege against public disclosure for a trade secret or other proprietary information, such information must be submitted with the proposal in a separate envelope marked “confidential.” The City Attorney’s Office will determine if the information is in fact proprietary, based on state and federal law. Note that under California law, a price proposal to a public agency is not a trade secret. The Consultant shall defend, indemnify and hold harmless the City regarding any claim by any third party for the public disclosure of the “confidential” portion of the proposal.
9.23 Right to Request Additional Information. During the evaluation process, the City reserves the right, where it may serve the best interests of the City, to request additional information and clarifications from proposers. Such information will be requested in writing to the specific proposer. This information will become a part of the original proposal submitted by the specific proposer and will be used by the City in evaluating the proposal and will not be shared with other proposers during the evaluation and negotiation process.
9.24 Modification of Proposals. Modification of a proposal already received will be considered only if the modification is received prior to the deadline date for receiving proposals. All modifications shall be made in writing, executed, and submitted in the same form and manner as the original proposal.
9.25 Examination of Contract Documents. Each proposer shall thoroughly examine and be familiar with the terms of this RFP, the sample contract attached as Attachment B, legal and procedural documents, general conditions, specifications, and addenda (if any), which will constitute the contract documents. Submission of a proposal shall constitute acknowledgement, upon which the City may rely, that the proposer has thoroughly examined and is familiar with the contract documents. Failure or neglect of a proposer to receive or examine any of the contract documents shall in no way relieve the proposer of any obligation with respect to their proposal or to the contract. No claim for additional compensation will be allowed which is based upon lack of knowledge of any contract document.
9.26 Non-Discrimination. The City maintains various policies related to contractual service providers. Among these is an anti-discrimination policy, which requires that the City’s contractors not discriminate in hiring on the basis of gender, race, religion, sexual orientation, medical condition, and all other categories protected by law. Upon acceptance of a proposal, the City may request that the selected Consultant sign a statement affirming its compliance with this policy.
9.27 No Assignment or Modifications. This awarded contract is to be binding on the successors and assigns of the parties hereto. The services called for herein are deemed unique and except as provided herein Consultant shall not assign, transfer, subcontract, or otherwise substitute its interest in the agreement or any of its obligations herein without the written consent of the City.
The Agreement may be modified only by a written amendment signed by the parties.
9.28 Bankruptcy. Upon filing for any bankruptcy or insolvency proceeding whether voluntary or involuntary, or upon the appointment of a receiver, trustee, or assignee for the benefit of creditors, the Consultant must notify the City immediately. Upon learning the actions herein identified, the City reserves the right, at its sole discretion, to cancel the contract.
Attachment A
PROPOSER’S CERTIFICATION
I hereby propose to furnish the goods or services specified in the Request for Proposals (“RFP”). I agree that my proposal will remain firm for a period of up to ninety (90) days in order to allow the City of Roseville (“City”) adequate time to evaluate the qualifications submitted.
I have carefully examined the Request for Proposals and any other documents accompanying or made a part of this RFP. The information contained in this proposal is true and correct to the best of my knowledge and is signed under penalty of perjury under the laws of the State of California. I further certify that I am duly authorized to submit this proposal on behalf of the firm as its authorized agent and that the firm is ready, willing and able to perform if awarded the contract.
I further certify that this proposal is made without prior understanding, agreement, connection, discussion, or conspiracy with any other person, firm or corporation submitting a proposal for the same product or service; that this proposal is fair and made without outside control, collusion, fraud or illegal action; that no officer, employee or agent of the City or any other proposer is financially interested in said proposal; that no undue influence or pressure was used against or in concert with any officer, employee or agent of the City in connection with the award or terms of the contract that will be executed as a result of this RFP; and that the undersigned executed this Proposer’s Certification with full knowledge and understanding of the matters therein contained and was duly authorized to do so.
_________________________________________________
NAME OF BUSINESS
_________________________________________________
SIGNATURE
_________________________________________________
NAME & TITLE, TYPED OR PRINTED
_________________________________________________
MAILING ADDRESS
_________________________________________________
TELEPHONE NUMBER
_________________________________________________
EMAIL
Type of Organization:
____ Sole Proprietorship ____ Corporation _____ State of Incorporation ____ Partnership ____ Limited Liability Company
ATTACHMENT B
SAMPLE CONTRACT
[E:\agreement\form agreements\professional svcs council.docx;08/09/2018]
PROFESSIONAL SERVICES AGREEMENT
Project: _____________________
THIS AGREEMENT is made and entered into this ___ day of ________________, 20__, by and between the City of Roseville, a municipal corporation (“CITY”), and ____________________________., a _____________________ (“CONSULTANT”); and W I T N E S S E T H:
WHEREAS, CITY desires professional services consisting of _____________________ ___________________________________________; and
WHEREAS, CONSULTANT has prepared a proposal dated __________________, 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 professional services related to _______________________________________________________.
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. 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
[E:\agreement\form agreements\professional svcs council.docx;08/09/2018] 2 EXHIBIT “B,” attached hereto and incorporated herein by this reference. Total compensation shall not exceed __________________________________________ dollars ($____________).
CONSULTANT shall submit one monthly invoice 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 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 CONSULTANT'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.
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.
[E:\agreement\form agreements\professional svcs council.docx;08/09/2018] 3 COVERAGE LIMITS OF LIABILITY
Workers’ Compensation Statutory
Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate
Personal Injury:
$1,000,000 each occurrence
$2,000,000 aggregate
Automobile Liability $1,000,000 combined single limit
Professional Liability (errors and $1,000,000 per claim omissions) $2,000,000 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 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
[E:\agreement\form agreements\professional svcs council.docx;08/09/2018] 4 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, 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
[E:\agreement\form agreements\professional svcs council.docx;08/09/2018] 5 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 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
[E:\agreement\form agreements\professional svcs council.docx;08/09/2018] 6 expiration of this Agreement. CONSULTANT shall include this provisions in its contracts with all subcontractors.
6. Time is of the Essence. Time is of the essence of this Agreement.
7. 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.
8. Ability to Perform. CONSULTANT agrees and represents that it has the time, ability and professional expertise to perform the services required under this Agreement.
9. 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.
10. 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.
11. Independent Contractor. CONSULTANT 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.
12. Representations 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
[E:\agreement\form agreements\professional svcs council.docx;08/09/2018] 7 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.
13. Successors in Interest. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.
14. Copyright, Ownership and Use of Materials. All tangible material (“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 (including computer aided 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.
[E:\agreement\form agreements\professional svcs council.docx;08/09/2018] 8 15. 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 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.
16. 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 hereof, 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 attorney’s 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.
17. Modification. This Agreement and each provision contained herein may be waived, amended, supplemented or eliminated only by mutual written agreement of the parties.
18. Severability. 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.
19. Notices. Any notices to parties required by this Agreement shall be delivered personally or mailed, U.S. first class postage prepaid, addressed as follows:
[E:\agreement\form agreements\professional svcs council.docx;08/09/2018] 9 CITY OF ROSEVILLE CONSULTANT
________________________________ ___________________________________ ________________________________ ___________________________________ ________________________________ ___________________________________ ________________________________ ___________________________________ Either party may amend its address for notice by giving notice to the other party in writing.
20. 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.
IN WITNESS WHEREOF, the City of Roseville, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attested to by its City Clerk under the authority of Resolution No. ______, adopted by the Council of the City of Roseville on the ___ day of ____________, 20__, and CONSULTANT has caused this Agreement to be executed.
CITY OF ROSEVILLE, a _____________________________
municipal corporation _____________________________
BY:__________________________ BY: __________________________ DOMINICK CASEY its: __________________________
City Manager
and
ATTEST:
BY: __________________________
its: __________________________
BY:__________________________
SONIA OROZCO
City Clerk
APPROVED AS TO FORM:
[E:\agreement\form agreements\professional svcs council.docx;08/09/2018] 10 BY: __________________________
ROBERT R. SCHMITT
City Attorney
APPROVED AS TO SUBSTANCE:
BY: __________________________
[E:\agreement\form agreements\professional svcs council.docx;08/09/2018] EXHIBIT “A”
ADDITIONAL ATTACHMENTS
City Council
Communication
Meeting Date: 5/6/2026
Item #: VI.7
File #: 0716
Item ID: 2026-265
Title: Downtown Library Vision Plan - Professional Design Services Agreement Contact: Tara Gee 916-774-5253 [email protected]
SUMMARY
Staff recommends approval of a professional design services agreement with Group 4 Architecture Research + Planning, Inc. in the amount of $124,329 to provide architectural services to develop a Downtown Library Vision Plan. Funding is included in the Facilities Rehabilitation Fund approved in the FY2024-25 Capital Improvement Program budget and amended in FY2025-26.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve a professional design service agreement with Group 4 Architecture Research + Planning, Inc. for the Downtown Library Vision Plan and authorize the City Manager to execute it on behalf of the City of Roseville.
BACKGROUND
Funding for this project was originally approved as a front desk relocation at the Downtown Library. It was approved during the FY2024-25 CIP budget process.
It was subsequently determined that the library, as currently used, is not effectively being utilized to its fullest potential. This project will re-imagine the Downtown Library, creating a destination place that feels safe and welcoming. This aged facility provides many unique opportunities for more programming, events, additional computer workstations and more. The request to redirect the approved funds from the front desk relocation to hire a Consultant to create a vision plan for the Downtown Library was approved in March 2025. The Downtown Library Vision Plan will incorporate recommendations from the risk assessment and assist in prioritizing building renovation needs, including the costs associated with the recommended renovations. It is anticipated that the vision plan will create a ten-year plan, identifying priorities based on feedback and costs as well as identifying alternative funding sources.
A Request for Proposals (RFP) was issued in October 2025. Eight firms responded to the RFP. The top three ranked were interviewed in January 2026 and the top selection, Group 4 Architecture Research + Planning, Inc. is recommended for award.
FISCAL IMPACT
Funding for the original front desk relocation project was approved in FY2024-25 through the Facilities Rehabilitation Fund. Approval to redirect these funds to the Downtown Library Vision Plan was provided in March 2025. There will be no additional General Fund impact to develop this Plan.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. 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)).
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
4. Invest in well-planned infrastructure and growth
6. Deliver exceptional City services
Respectfully Submitted,
Tara Gee, Park Planning and Development Manager
Jill Geller, Parks Recreation and Libraries Director
ATTACHMENTS:
1. Resolution 26-103
2. PDSA - Downtown Library Vision Plan-signed by Group 4 REVIEWERS:
Tara Gee, Parks, Recreation, and Libraries Department - Park Development Created/Initiated - 3/23/2026 Tara Gee, Parks, Recreation, and Libraries Department - Park Development Approved - 3/23/2026 Jill Geller, Parks, Recreation, and Libraries - All Approved - 3/23/2026 Kelly Aye, City Attorney Department Approved - 4/14/2026 Katrina Six, City Clerk Department Approved - 4/15/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 4/15/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 4/20/2026 Michelle Sheidenberger, City Attorney Department Approved - 4/23/2026 Dominick Casey, City Manager Department - City Manager Approved - 4/23/2026 Katrina Six, City Clerk Department Final Approval - 4/23/2026
RESOLUTION NO. 26-103
APPROVING A PROFESSIONAL DESIGN SERVICES AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND GROUP 4 ARCHITECTURE RESEARCH + PLANNING, INC., AND AUTHORIZING THE CITY MANAGER TO EXECUTE
IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a Professional Design Services Agreement for the Downtown Library Vision Plan project, by and between the City of Roseville and Group 4 Architecture Research + Planning, 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 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 ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
1 [B:\City Attorney\corres\Melissa\Contracts 2026\Group 4 Architecture, Research + Planning, Inc. PDSA.docx;04/07/2026]
PROFESSIONAL DESIGN SERVICES AGREEMENT
Downtown Library Vision Plan
THIS AGREEMENT is made and entered into this ___ day of ________________, 20__, by and between the City of Roseville, a municipal corporation (“CITY”), and Group 4 Architecture Research + Planning, Inc., a California corporation(“CONSULTANT”); and W I T N E S S E T H:
WHEREAS, CITY desires professional design services consisting of architectural services assessing the current conditions of the Downtown Library and creating a vision plan to maximize the use of the building or library services, special event and more; and WHEREAS, CONSULTANT has prepared a proposal dated October 16, 2025, 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 [B:\City Attorney\corres\Melissa\Contracts 2026\Group 4 Architecture, Research + Planning, Inc. PDSA.docx;04/07/2026]
2. Compensation. For its services provided hereunder, CONSULTANT shall be compensated in accordance with the budget estimate as described in EXHIBIT “B,” attached hereto and incorporated herein by this reference. Total compensation shall not exceed one hundred and twenty-four thousand, three hundred and twenty dollars ($124,320).
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 [B:\City Attorney\corres\Melissa\Contracts 2026\Group 4 Architecture, Research + Planning, Inc. PDSA.docx;04/07/2026] 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 [B:\City Attorney\corres\Melissa\Contracts 2026\Group 4 Architecture, Research + Planning, Inc. PDSA.docx;04/07/2026] 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 [B:\City Attorney\corres\Melissa\Contracts 2026\Group 4 Architecture, Research + Planning, Inc. PDSA.docx;04/07/2026] 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 of Professional Liability polity. All Workers Compensation 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 this Agreement, CONSULTANT and its subcontractors shall maintain all files and records until
6 [B:\City Attorney\corres\Melissa\Contracts 2026\Group 4 Architecture, Research + Planning, Inc. PDSA.docx;04/07/2026] 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. Consultant’s services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the work
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 [B:\City Attorney\corres\Melissa\Contracts 2026\Group 4 Architecture, Research + Planning, Inc. PDSA.docx;04/07/2026] 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. Compliance with Laws. CONSULTANT shall use due professional care to comply with all federal, state and local laws, ordinances and policies as may be applicable to the performance of services under this Agreement.
9. 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 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
8 [B:\City Attorney\corres\Melissa\Contracts 2026\Group 4 Architecture, Research + Planning, Inc. PDSA.docx;04/07/2026] 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.
10. Ability to Perform. CONSULTANT agrees and represents that it has the time, ability and professional expertise to perform the services required under this Agreement.
11. 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.
12. 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.
13. 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.
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
9 [B:\City Attorney\corres\Melissa\Contracts 2026\Group 4 Architecture, Research + Planning, Inc. PDSA.docx;04/07/2026] 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.
14. 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.
15. Successors in Interest. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.
16. 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
10 [B:\City Attorney\corres\Melissa\Contracts 2026\Group 4 Architecture, Research + Planning, Inc. PDSA.docx;04/07/2026] 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.
17. 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 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.
18. Attorney’s Fees; Venue; Governing Law. Any action arising out of this Agreement shall be brought in Placer County, California, regardless of where else venue may lie.
11 [B:\City Attorney\corres\Melissa\Contracts 2026\Group 4 Architecture, Research + Planning, Inc. PDSA.docx;04/07/2026] This Agreement shall be governed by and construed in accordance with the laws of the State of California.
19. Modification. This Agreement and each provision contained herein may be waived, amended, supplemented or eliminated only by mutual written agreement of the parties.
20. 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.
21. 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
Parks, Recreation & Libraries Department Group 4 Architecture, Research + Planning, Attn: Tara Gee Inc.
316 Vernon Street, Suite 400 Attn: Andrea Gifford
Roseville, CA 95678 211 Linden Avenue
South San Francisco, CA 94080
Either party may amend its address for notice by giving notice to the other party in writing.
22. 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.
IN WITNESS WHEREOF, the City of Roseville, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attested to by its City Clerk under the authority of Resolution No. ______, adopted by the Council of the City of Roseville on the ___ day of ____________, 20__, and CONSULTANT has caused this Agreement to be executed.
12 [B:\City Attorney\corres\Melissa\Contracts 2026\Group 4 Architecture, Research + Planning, Inc. PDSA.docx;04/07/2026] CITY OF ROSEVILLE, a GROUP 4 ARCHITECTURE, RESEARCH
municipal corporation + PLANNING, INC., a California
corporation
BY: _______________________________ BY: _______________________________ DOMINICK CASEY its: _______________________________
City Manager
and
ATTEST:
BY: _______________________________
its: _______________________________
BY: _______________________________
CARMEN AVALOS
City Clerk
APPROVED AS TO FORM:
BY: _______________________________
MICHELLE SHEIDENBERGER
City Attorney
APPROVED AS TO SUBSTANCE:
BY: _______________________________
JILL GELLER
Parks, Recreation & Libraries Director
President
Secretary
Andrea Gifford
Jill Eyres
[B:\City Attorney\corres\Melissa\Contracts 2026\Group 4 Architecture, Research + Planning, Inc. PDSA.docx;04/07/2026] EXHIBIT “A”
32 GROUP 4 ARCHITECTURE RESEARCH + PLANNING INC. C. QUALIFICATIONS OF TEAM D. PROJECT UNDERSTANDING
33 GROUP 4 ARCHITECTURE RESEARCH + PLANNING INC. C. QUALIFICATIONS OF TEAM
PROJECT UNDERSTANDING
The City of Roseville seeks to reimagine its 1974 Downtown Library as a civic destination that revitalizes both community and downtown vitality. At roughly 31,600 square feet, this uniquely octagonal facility is a beloved landmark but faces challenges in space efficiency, accessibility, and operations. Currently attracting 120,000 annual visitors within a system serving 151,000 residents, the library provides a strong foundation for growth yet lacks the energy and mix of adaptable spaces and robust programming that define successful modern destination branches.
This Vision Plan offers the opportunity to transform the Downtown Library into a dynamic cultural and learning hub—one that supports Roseville’s evolving population, embraces the City’s Cultural Arts Division, and strengthens connections between library, arts, and public life. Key goals will include optimizing space for children, teens, and adults; creating flexible gathering and event areas; improving public and staff circulation; and exploring activation of the underused ground floor and outdoor areas for arts, gallery, and community use.
34 GROUP 4 ARCHITECTURE RESEARCH + PLANNING INC. C. QUALIFICATIONS OF TEAM The planning process will integrate building assessment (including ADA and mechanical systems), community engagement, and concept-level cost and phasing strategies. Grounded in data and outreach, the Vision Plan will reflect the City’s broader downtown reinvestment goals and its aspiration to provide safe, welcoming, inclusive, and efficient civic spaces. The outcome will be an implementable, community-backed roadmap that celebrates Roseville’s heritage while positioning its Downtown Library to meet future needs through innovation, collaboration, and cultural expression.
GROUP 4 ARCHITECTURE RESEARCH + PLANNING INC. 35 E. PROJECT PLAN E. PROJECT PLAN
GROUP 4 ARCHITECTURE RESEARCH + PLANNING INC. 36 E. PROJECT PLAN
LIBRARY VISION PLAN (LVP)
The Roseville Downtown Library Vision Plan will:
▪ Evaluate current use of space, demographics collections, staffing and resources. ▪ Identify future space needs.
▪ Develop options for service model and space program
▪ Evaluate space needs relative to existing site and building constraints. ▪ Develop vision plan options.
▪ Identify projected capital needs for preferred vision option ▪ A draft and final Library Vision Plan with recommended phasing plan and costs estimates.
The LVP will be a key driver in the City’s downtown revitalization efforts
GROUP 4 ARCHITECTURE RESEARCH + PLANNING INC. 37 E. PROJECT PLAN The LVP process will progress through three phases:
UNDERSTAND > EXPLORE > PLAN
The key to successful vision planning is to understand, explore and plan using our judgment and substantial experience to explore solutions that are right for you. We drill down to get at the core issues, achieved through a comprehensive engagement strategy with the community, Library management, the Board and stakeholders. We then present these core findings to your team.
Group 4 has the skill, capacity, and demonstrated experience to develop a participation plan that will build consensus, advocacy, and a project poised for implementation. We recommend establishing the following participation groups:
▪ A Library Vision Committee (LVC) will consist of senior staff representatives from the Library plus members of the Friends of the Library, the Library Board, Cultural Arts Team, Blue Line Arts, Teen Advisory Board, and the consultant team. This committee could also include families, children or other key users of the library. This group will be the primary sounding board that will interface with the consultant enabling its members to focus on offering perspectives and feedback on the plan analysis and recommendations throughout the process. The LVC will meet at least twice during the early stages of the project. ▪ A Project Management Team (PMT) will be a nimble group composed of key City and Library staff leadership to meet with Group 4 regularly to review day-to-day project communications and coordination. We will meet with the PMT at approximately three-to-four-week intervals. We will work closely with the PMT during project initiation to refine and confirm the project tasks, work flow, engagement strategies, time frame, communication channels, and collaboration methods. We will review project progress, including the status of deliverables and the project timeline, at each PMT meeting.
GROUP 4 ARCHITECTURE RESEARCH + PLANNING INC. 38 E. PROJECT PLAN ▪ Community Engagement. The LVP process will utilize a variety of engagement activities for the vision plan and include topics, information, and input opportunities related to facility improvement directions. For the general public we have found a “love, change, add” exercise to be both fun and effective dialog prompt to solicit input on existing conditions and future opportunities. We often share wonderful images or videos that bring to life some of the other current and emerging library trends of which the public may not be aware. Engagement strategies we will review and confirm with the PMT include:
» a community survey, in multiple languages as appropriate, to learn more about needs, priorities, and desires. » pop-up events in community locations across Roseville (e.g., farmers markets, parks, festivals) with goals and content comparable to the community survey. The Group 4 team will design the pop-up event and provide training to library staff on how to conduct this fun and effective methodology. » one or two community meetings to share ideas on the roles that the Roseville Library currently plays in the community and how those roles might or should change in the future and/or to solicit feedback on program concepts and potential building options.
GROUP 4 ARCHITECTURE RESEARCH + PLANNING INC. 39 E. PROJECT PLAN PROPOSED WORK PLAN – BASIC SERVICES
We have developed our proposed work plan based on our understanding of the proposed Roseville Library Vision Plan project and our experience working with other communities on similar projects. Our proposed work plan has not yet had the benefit of the City’s or Library’s input. We look forward to working with you to tailor our scope and work plan to meet your project needs and budget requirements.
TASK 1: UNDERSTAND
▪ Data Collection and Analysis. We will gather existing data that will include demographics, projections, and other available relevant community data provided through sources such as the City’s Planning Departments and the US Census, etc.
▪ Internal Assessment. The project team will tour the Roseville Library, guided by staff familiar with the building and its operations, to observe how effectively they align with the Library’s vision, supports emerging library service trends, and meets customer expectations. We will observe service-related issues such as layout, allocations of space, materials flow, customer experience, etc. We will review trends and leading practices in public libraries and benchmark the Library relative to other comparable facilities serving similar-sized populations.
Dec.
Roseville Library Vision Plan
PROPOSED WORK PLAN
LIBARARY VISION PLAN
WORKPLAN
PROJECT MANAGEMENT
& OVERSIGHT ENGAGEMENT
Jan. Feb. March April May June July August
2025-10-14 draft
• Vision and goals
• Data collection + analysis
• Internal assessment
• Trends
• Benchmarking
• Library tour
• Site and facility analysis
COMMUNITY ROUND 1
survey; pop-up events;
Library Vision Committee workshop
COMMUNITY ROUND 2
community meeting/ listening
session; Library Vision
Committee workshop
• Sounding board + community ambassadors
• Budget model
• Implementation planning
• Site + building diagrams
• Draft + final Library Vision Plan
• Service level targets
• Program targets
• Improvement diagrams
Project Management Team (PMT) Meetings
Library Vision Committee (LVC) Meetings
UNDERSTAND EXPLORE PLAN
Library Board
Presentation
• Day to day project coordination / communication
GROUP 4 ARCHITECTURE RESEARCH + PLANNING INC. 40 E. PROJECT PLAN ▪ Site and Facility Analysis. We will review architectural plans, historic to recent. Utilizing CAD, BIM (Building Information Model – e.g. Revit), or PDF source files provided by the City, we will prepare illustrative base site plan and floor plans. We will assess existing site parameters, conditions, and opportunities, such as zoning information, development capacity, vehicular/ pedestrian/ transit access, solar/ climatic orientation, views to/from the site, functional relationships with neighboring amenities, etc.
Task 1 Deliverables:
▪ Meeting agendas, exhibits, and summary notes
▪ Online survey
▪ Pop-up event exhibits and facilitation training
▪ Summary analysis of data collection, assessment, and site and facility analysis Task 1 Meetings/Engagement:
▪ Project Management Team (PMT) meetings #1, 2, 3
▪ Library Vision Committee meeting #1
▪ Community survey – digital, pop-up
GROUP 4 ARCHITECTURE RESEARCH + PLANNING INC. 41 E. PROJECT PLAN TASK 2: EXPLORE
▪ Service Level Targets. We will work with Library staff to develop targets for key service components, including shelving for general and special collections (e.g., genealogy and local history), seating, computers/ technology, and program space capacity. These targets will incorporate the community’s priorities from the online survey. They will form the basis for developing and evaluating different program options for the library. ▪ Program Concepts. We will synthesize the information into preliminary program options. With Library staff and the LVC, we will explore program concepts for public service areas in the library as well as opportunities for outdoor uses, such as children’s outdoor program space. We will also work with Library staff to review program concepts and space needs for staff and support areas, including service desks on the public floor as well as back-of-house work space. High-level concepts can be brought to the community through pop-up events and/or community workshop if desired. ▪ Library Facility Improvement Options. We will prepare and present at least two bubble diagrams for different organizational strategies for the existing building for consideration. These will be illustrated with photograph annotated plan diagrams and other information. We will work with the City and the Library to evaluate the options from multiple perspectives, including library service and operations, anticipated project costs, potential funding strategies, and stakeholder and community priorities.
Task 2 Deliverables:
▪ Meeting agendas, exhibits, and summary notes
▪ Service level target and program concepts
▪ Site and building layout diagrams
Task 2 Meetings/Engagement:
▪ Project Management Team (PMT) meetings #4, 5, 6
▪ Library Vision Committee meeting #2
▪ Community meeting/ workshop
GROUP 4 ARCHITECTURE RESEARCH + PLANNING INC. 42 E. PROJECT PLAN TASK 3: PLAN
▪ Project Budgeting. We will initiate the development of our project cost model, including site and building construction costs, FF&E, shelving, library technology, public art, temporary facilities, moving costs, and other elements of the budget. We will incorporate available information about deferred and projected maintenance needs, as available. ▪ Library Vision Plan. In our final work product, we will prepare a Library Vision Plan. We will prepare a draft report for review by the PMT and will incorporate review comments into a final report document. We will present the recommendations to the Library Board at the conclusion of the project.
Task 3 Deliverables:
▪ Meeting agendas, exhibits, and summary notes
▪ Draft and final Library Vision Plan – site and building diagrams; project budget; preliminary implementation planning Task 3 Meetings/Engagement:
▪ Project Management Team (PMT) meetings #7, 8
▪ Library Board Presentation
The cross-section view of the revitalized Moody Wing shows how its spaces are envisioned to be refreshed, reconnected, and made more resilient. The renovated wing will feel both familiar and renewed. More natural light will be brought into its central spaces through the extension of the existing atrium and addition of a skylight that evokes the Historic Rosenberg Wing skylights. Spaces for patron enjoyment, including seating areas, meeting rooms, and study rooms, will be clustered around the atrium with the Library’s materials collections shelving concentrated at the wing’s western end. New open staircases (not visible in this view) will allow easier exploration. A multi-level bridge located near the Moody Wing’s connection to the Historic Rosenberg Wing will provide the link to the new Rosenberg Modern Wing.
Extended central
atrium connecting
all levels
New reinforced-glass skylight
for natural lighting, protected
by a deployable storm shield
Connections to the new
Rosenberg Modern and
Historic Rosenberg Wings
Materials
collection
shelving
Plentiful seating
in and around the
atrium
Meeting and
study spaces
CROSS-SECTION OF RENOVATED MOODY WING
3 2
M
1 G
No essential
spaces on the
flood-vulnerable
ground floor
Staff
space
46 Rosenberg Library & Museum Vision Plan
GROUP 4 ARCHITECTURE RESEARCH + PLANNING INC. 43 E. PROJECT PLAN
ADDITIONAL SERVICES
Our proposed work plan and associated fee proposal includes the services of Group 4 and our cost consultant. At the City’s request, we can provide a range of additional services to enhance the feasibility study and/or move the project into subsequent design phases. Options include a Facility Condition Assessment, an ADA Title II Accessibility Study, and/or other optional services listed in this section.
OPTIONAL FACILITY CONDITION ASSESSMENT
Bureau Veritas (BVTA) can provide a technical facility condition assessment (FCA) of the existing site and building. BVTA will review Cityprovided information about the facility, including maintenance records, and conduct a thorough walk-through of the building. Based on their observations and information review, they will produce a detailed report for the facility with detailed description of its current condition; estimated life expectancy of building systems and components; identification, prioritization, and recommended corrections for current deficiencies; and recommended renewal and replacement costs and timeline. The recommended projects, timeframe, and cost data can also be provided as a data file suitable for importing into the City’s management system.
As part of the FCA, BVTA will provide a general statement of the property’s conformity to Title III of the Americans with Disabilities Act (ADA), based upon limited visual observation during the walk-through survey of a limited sample of areas. This will not constitute a full ADA survey, but will help identify exposure to issues and rough order of magnitude budgets to address barriers to access in the site and building.
OPTIONAL ADA TITLE II ACCESSIBILITY STUDY
For BVTA can also develop an ADA Title II Accessibility Study. An assessor will visit the property to observe the exterior areas and interior common areas to assess the existing property improvements’ compliance with the Americans with Disabilities Act and its implementing regulations for Title II entities (28 C.F.R Part 35), the 2010 ADA Standards for Accessible Design, and applicable state and local accessibility codes.
BVTA will produce a report which identifies the facility’s compliance with accessibility requirements and identifies specific barriers, with resolutions for barrier removal, and corresponding preliminary order of magnitude cost estimates.
All City-controlled features of the property will be subject to observation, including but not be limited to parking lots, sidewalks, ramps, curb ramps, stairs, and restrooms. All exterior elements and elements within the interior areas, which are subject to accessibility regulation, will be observed.
CENTRAL LIBRARY BUREAU VERITAS PROJECT: 142143.21R000-001.017 6 www.us.bureauveritas.com | p 800.733.0660
Key Findings
Sidewalk in Poor condition.
Concrete, Large Areas
Central Library Site
Uniformat Code: G2030
Recommendation: Replace in 2022
Priority Score: 94.9
Plan Type: Safety
Cost Estimate: $43,100
$$$$
Significant unevenness, trip hazards - AssetCALC ID: 3421484 Roofing in Poor condition.
Modified Bitumen
Central Library Roof
Uniformat Code: B3010
Recommendation: Replace in 2023
Priority Score: 88.8
Plan Type:
Performance/Integrity
Cost Estimate: $16,000
$$$$
Evidence of leakage - AssetCALC ID: 3421443
Switchboard in Poor condition.
120/208 V, 400 AMP
Central Library Basement
Uniformat Code: D5020
Recommendation: Replace in 2023
Priority Score: 87.8
Plan Type:
Performance/Integrity
Cost Estimate: $63,800
$$$$
Exceedingly aged and antiquated. - AssetCALC ID: 3421538 Switchboard in Poor condition.
120/208 V, 600 AMP
Central Library Boiler room
Uniformat Code: D5020
Recommendation: Replace in 2023
Priority Score: 87.8
Plan Type:
Performance/Integrity
Cost Estimate: $143,600
$$$$
Exceedingly aged and antiquated. - AssetCALC ID: 3421471 CENTRAL LIBRARY BUREAU VERITAS PROJECT: 142143.21R000-001.017 9 www.us.bureauveritas.com | p 800.733.0660
Plan Types
Each line item in the cost database is assigned a Plan Type, which is the primary reason or rationale for the recommended replacement, repair, or other corrective action. This is the “why” part of the equation. A cost or line item may commonly have more than one applicable Plan Type; however, only one Plan Type will be assigned based on the “best” fit, typically the one with the greatest significance.
Plan Type Descriptions
Safety An observed or reported unsafe condition that if left unaddressed could result in injury; a system or component that presents potential liability risk.
Performance/Integrity Component or system has failed, is almost failing, performs unreliably, does not perform as intended, and/or poses risk to overall system stability.
Accessibility Does not meet ADA, UFAS, and/or other accessibility requirements.
Environmental Improvements to air or water quality, including removal of hazardous materials from the building or site.
Retrofit/Adaptation Components, systems, or spaces recommended for upgrades in in order to meet current standards, facility usage, or client/occupant needs.
Lifecycle/Renewal Any component or system that is not currently deficient or problematic but for which future replacement or repair is anticipated and budgeted.
Samples from BVTA’s Facility Condition Assessments for
the Sonoma County Library Facilities Master Plan
GROUP 4 ARCHITECTURE RESEARCH + PLANNING INC. 44 E. PROJECT PLAN
OTHER OPTIONAL ADDITIONAL SERVICES
Group 4 is a full-service planning and architectural practice and can provide a range of services beyond those requested in the RFP, including without limitation:
▪ Additional meetings, presentations, and engagement strategies beyond those identified in Basic Services.
▪ Civil engineering
▪ Parking/traffic studies
▪ Other engineering or specialty consultants
▪ Environmental studies
▪ Computer modeling/animation
▪ Physical scale models
▪ Renderings
▪ Design and construction-phase services
Sunnyvale Main Library Concept Options
2 [B:\City Attorney\corres\Melissa\Contracts 2026\Group 4 Architecture, Research + Planning, Inc. PDSA.docx;04/07/2026] “EXHIBIT B”
m:\proposals\2025\165 roseville downtown library vision plan\fees\l21-165 roseville downtown library vision plan tab f fees.docx
G R O U P 4
ARCHITECTURE
RESEARCH +
PLANNING, INC
211 LINDEN AVENUE
SO. SAN FRANCISCO
CA 94080 USA
6 5 0 . 8 7 1 . 0 7 0 9
www . g4arch . com
JILL EYRES
ARCHITEC T
ANDREA GIFFORD
ARCHITECT
JONATHAN HARTMAN
ARCHITECT
DAWN E. MERKES
ARCHITECT
DAVID SCHNEE
ARCHITECT
CAROLYN CARLBERG
ARCHITECT
DANIEL LAROSSA
ARCHITECT
TERESA ROM
ARCHITECT
NICOLE GHISELLI
ARCHITECT
WILLIAM LIM
ARCHITECT
16 October 2025
Tara Gee, Park Planning & Development Manager
CITY OF ROSEVILLE
via Email
Re: DOWNTOWN LIBRARY VISION PLAN: RFP #13-174
Dear Ms. Gee and Members of the Selection Committee:
Group 4 is proposing the fees below associated with the basic services scope, work plan, and project schedule described in our proposal. These fees include Group 4’s work as well as the services of our cost consultant. Our schedule of hourly rates is enclosed with this letter.
Basic Services Fee Expenses Allowance Total NTE
Task 1 Understand $ 49,100
Task 2 Explore $ 44,300
Task 3 Plan $ 25,000
Basic Services: $ 118,400 $ 5,920 $ 124,320
At the City’s option, we can also add Bureau Veritas Technical Services to the team for Facility Condition Assessment ($7,700.00) and/or ADA Title II Assessment ($6,600.00) services.
We look forward to the opportunity to review our proposed approach, timeline, and fees with the City to meet your project and budget needs. Please do not hesitate to contact me with questions. ‘ Sincerely,
GROUP 4 ARCHITECTURE, RESEARCH + PLANNING, INC
Andrea Gifford RA LEEDAP
Principal-in-Charge
[email protected]
415.531.4456
G:\_Project Resources\Y-Contract\Client\Exhibit B Compensation\_Project Specific Rates\Group 4 Rate Table 2024-
25.docx
G R O U P 4
ARCHITECTURE
RESEARCH +
PLANNING, INC
211 LINDEN AVENUE
SO. SAN FRANCISCO
CA 94080 USA
T : 6 5 0 8 7 1 0 7 0 9
F:650 871 7911
www.g4arch.com
JILL EYRES
ARCHITECT
ANDREA GIFFORD
ARCHITECT
JONATHAN HARTMAN
ARCHITECT
DAWN E. MERKES
ARCHITECT
DAVID SCHNEE
ARCHITECT
CAROLYN CARLBERG
ARCHITECT
GARY CHING
ARCHITECT
HARDING DOWELL
ARCHITECT
DANIEL LAROSSA
ARCHITECT
WILLIAM LIM
ARCHITECT
TERESA ROM
ARCHITECT
SCHEDULE OF PROFESSIONAL SERVICES
Effective through December 31, 2025
Hourly Rate
Principal in Charge $280.00
Principal $270.00
Associate $250.00
Project Manager $215.00
Architect III $210.00
Architect II $200.00
Architect I $195.00
Architectural Staff III $185.00
Architectural Staff II $175.00
Architectural Staff I $165.00
Interior Designer II / Planner II $175.00
Interior Designer I / Planner I $165.00
Project Support $140.00 -$250.00
Consulting Principal $345.00
Consultants to the Architect will be billed at 1.15 times direct cost.
Reimbursable expenses related to the project, whether for in-house, consultant or client use, will be billed at 1.15 times direct cost. Such expenses include, but are not necessarily limited to:
Plotting of check sets and presentation drawings.
Outside service scanning, printing, copying of drawings and documents of any size. In-house project-related printing/copying (black/white and color), including draft and final reports, specifications, and drawings.
Outside telephone conferencing services.
Postage, delivery and messenger service.
Overtime expenses with prior client approval.
Architectural renderings, physical and digital scale models and animations. Videos, web services, opinion surveys.
Travel expenses, including mileage, tolls, lodging and meals. Sub-consultant costs.
Presentation boards.
Facilitation tools.
Workshop accessories and facilitation materials.
Software purchase and licensure on behalf of the client.
The above-listed rates are adjusted annually. The next adjustment will be 1 January 2026.
2025 Hourly Rates
Team Role Hourly Rate ($)
Project Executive $190.00
Program Manager $140.00
Project Manager I / Assessor $120.00
Project Manager II / Assessor / CASp $130.00
Quality Control Manager $135.00
Technical Report Reviewer $115.00
Administrative $80.00
Project Management | Construction Cost Management
more value, less risk
Fee Schedule 2025 - 2030
2063Grant Road
Los Altos
CA 94024
Phone 415 981-9430
[email protected]
Job Titles 2025 2026 2027 2028 2029 2030
Principal $275.00 $285.00 $295.00 $305.00 $315.00 $325.00 Project Manager $245.00 $255.00 $265.00 $275.00 $285.00 $295.00 Senior Estimator / MEP Estimator $245.00 $255.00 $265.00 $275.00 $285.00 $295.00 Senior Project Controller $245.00 $255.00 $265.00 $275.00 $285.00 $295.00 Senior Scheduler $245.00 $255.00 $265.00 $275.00 $285.00 $299.00 Estimator / Scheduler / Project Controller $235.00 $245.00 $255.00 $265.00 $275.00 $285.00 Assistant Estimator / Assistant Project
Controller
$195.00 $200.00 $205.00 $210.00 $215.00 $220.00
Administrative / Technical Support $115.00 $120.00 $125.00 $130.00 $135.00 $140.00 Travel
Above rates include travel costs within the San Francisco Bay Area, any travel required outside the San Francisco Bay Area is excluded and will be billed at cost plus 10%.
Reimbursable Expenses
The above rates include for production and distribution of all requested documentation.
Expenses such as drawing reproduction, courier services, special mailing services (Federal Express, Express Mail etc.), and other abnormal costs are excluded and will be billed at cost plus 10% administration.
Group 4 Architecture, Research + Planning, Inc.
211 Linden Avenue, South San Francisco CA
(650) 871-0709
www.g4arch.com
2025-10-16
City Council
Communication
Meeting Date: 5/6/2026
Item #: VI.8
File #: 0704-01
Item ID: 2026-295
Title: Maidu Park Outfield Renovation - Contract Purchase Agreement Contact: Brian Castelluccio 916-746-1755 [email protected]
SUMMARY
Staff recommends approval of a contract purchase agreement with Zuckerman Heritage Inc. dba Delta Bluegrass Company, in the amount of $167,790 for the renovation of Maidu Ballfield #4 outfield turf.
Funding will come from the Parks, Recreation & Libraries FY2025-26 operating budget in the General Fund.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute a Contract Purchase Agreement with Zuckerman Heritage Inc. dba Delta Bluegrass Company to perform the outfield turf renovation on field #4 at Maidu Park.
BACKGROUND
In November and December 2025, the outfield of Maidu Field #4 was significantly vandalized due to multiple incidents involving individuals driving trucks onto the saturated field and performing “donuts” following storm events. These actions caused extensive damage, including deep ruts and the loss of large sections of turf. One individual was apprehended by the Roseville Police Department in connection with two of the incidents, and the case has been referred to the Placer County District Attorney for prosecution.
The extent of the damage rendered the field unsafe and unplayable for permitted use. Maidu Field #4 is regularly utilized by a variety of internal and external user groups, and the loss of this field has had a considerable impact. All City athletic fields are fully allocated, leaving no alternative locations to accommodate displaced users. Additionally, these fields generate revenue through rentals, youth league allocations, and hosting regional and national tournaments.
Given these factors, it was critical to proceed with repairs as quickly as possible to minimize disruption to user groups and to ensure installation of new sod during the optimal growing season, prior to rising temperatures. Accordingly, the City entered into a contract with Zuckerman Heritage Inc., doing business as Delta Bluegrass, with City Manager approval due to its immediate need. This item is now being brought forward to City Council for formal approval.
FISCAL IMPACT
The service agreement has a not-to-exceed amount of $167,790 for the total contract, which includes a 10% contingency. Funding will come from the Parks, Recreation & Libraries FY2025-26 operating budget in the General Fund.
ENVIRONMENTAL REVIEW
The proposed project involves the repair and maintenance of exiting facilities. 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
1. Ensure a safe and healthy community
6. Deliver exceptional City services
Respectfully Submitted,
Brian Castelluccio, Parks Recreation and Libraries Manager Jill Geller, Parks Recreation and Libraries Director
ATTACHMENTS:
1. Resolution 26-109
2. Contract Purchase Agreement
3. Class 1 Exemption
REVIEWERS:
Brian Castelluccio, Parks, Recreation, and Libraries Department - Park Maintenance
Created/Initiated -
4/3/2026
Brian Castelluccio, Parks, Recreation, and Libraries Department - Park Maintenance
Approved - 4/3/2026
Jill Geller, Parks, Recreation, and Libraries - All Approved - 4/15/2026 Kelly Aye, City Attorney Department Approved - 4/15/2026 Katrina Six, City Clerk Department Approved - 4/16/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 4/16/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 4/20/2026 Michelle Sheidenberger, City Attorney Department Approved - 4/23/2026 Dominick Casey, City Manager Department - City Manager Approved - 4/24/2026 Katrina Six, City Clerk Department Final Approval -
4/24/2026
RESOLUTION NO. 26-109
APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND ZUCKERMAN HERITAGE INC. DBA DELTA BLUEGRASS
COMPANY, AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON
BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a Contract Purchase Agreement (3005202) for the Maidu Park Outfield Renovation project, by and between the City of Roseville and Zuckerman Heritage Inc. dba Delta Bluegrass 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 hereby 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 ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
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: Maidu Ballfield #4 Renovation
Project Location(s): 1550 Maidu Drive (APN 469-020-004), Roseville CA 95661 Project Description: The Parks, Recreation and Libraries Department proposes to repair the outfield of Maidu Field #4 at Maidu Park. This includes repairing deep ruts and the installation of new sod during the optimal growing season. The field was significantly vandalized in November and December 2025, making the field unsafe for play and unusable. Field #4 is highly and regularly used by a variety of internal and external user groups, and the loss of this field has had a considerable impact on services and the ability to generate revenue through field rentals. The project would restore the field to its previous condition and would not result in an increase of its use or capacity.
Public Agency Approving Project: Roseville City Council Agency/Individual Carrying Out Project: City of Roseville Parks, Recreation and Libraries Department
Reason why this Project is Exempt: This project qualifies for a Class 1 Exemption as described in Section 15301 of the California Environmental Quality Act (CEQA) guidelines which states:
“Class 1 consists of the...repair…of existing public or private…facilities...involving negligible or no expansion of existing or former use…”
The project would repair and restore Field #4 to its previous condition and would not expand its use beyond existing levels. Furthermore, no environmentally sensitive resources are located within the project site; and therefore the Class 1 Exemption is applicable to the proposed project.
Lead Agency Contact Person: Brian Castelluccio, Parks, Recreation and Libraries Department, 316 Vernon Street, Roseville, CA 95678. (916) 746-1755.
Signature: Date: 4/1/2026
Jessica Lynch, Environmental Coordinator
City of Roseville
City Council
Communication
Meeting Date: 5/6/2026
Item #: VI.9
File #: 0704-01
Item ID: 2026-304
Title: Woodbridge Pickleball and Tennis Court Renovation Project - Award of Contract Contact: Josh Cervantes 916-746-1233 [email protected]
SUMMARY
Staff recommends approval of an agreement with Saenz Landscape Construction Company in the amount of $286,615 for renovation of the tennis courts at Woodbridge Park, and requests that Council authorize staff to approve change orders in an amount not-to-exceed 10% of the contract amount. Funding is approved in the FY2024-25 Parks Recreation & Library Capital Projects Fund.
RECOMMENDATION
Staff recommends that the City Council:
1. Adopt a resolution to approve an Agreement with Saenz Landscape Construction Company in the amount of $286,615 and authorize the City Manager to execute it on behalf of the City of Roseville; and
2. Authorize the City Manager or his designee to approve change orders for the project, consistent with the contract terms, provided that the net cost of all change orders do not exceed ten percent (10%) of the contract amount.
BACKGROUND
Location and Size
Woodbridge Park is a 7.2-acre neighborhood park located at 415 Sierra Blvd in Roseville, California. This park features a variety of recreational amenities, including a covered picnic area, playgrounds, a half basketball court, two bocce ball courts, two tennis courts, and restrooms. The foundation of the park’s existing tennis courts, which included a striping overlay for pickleball, have aged significantly and are due for renovation.
The scope of work for this project includes renovating the entire court foundation, reestablishing one of the two tennis courts, maintaining the pickleball striping overlay on the one tennis court, converting the second tennis court into two pickleball-only courts, and adding a new shaded seating area for the pickleball courts.
The base bid includes replacing the foundation slab, installing new striping and equipment, color-coat resurfacing the court area, upgrading entrances to ensure ADA compliance, adding new benches, and the installation of a new shaded seating area.
Add alternatives were also identified as follows:
1. Installation of protective windscreens around the perimeter of the existing tennis/pickleball court;
2. Removal and installation of new bark mulch along the Landscape Frontage of Mariposa
Street and;
3. Noise reducing fabric along the tennis/pickleball fence frontage along Mariposa Street.
Bidding Timeline
Council initially approved the plans and specifications and authorized staff to bid the project at the March 19, 2025, Council Meeting.
This first bid resulted in a rejection of all bids and staff received an authorization to re-bid at the May 21, 2025, Council Meeting.
The project was re-bid in June 2025 and received three prospective bidders. After thorough review, it was determined that the two lowest bids received were deemed as unresponsive, while the third bid came in over budget. Therefore, staff received approval at the August 8, 2025, Council Meeting for the rejection of all bids with the plan to re-bid the project in early 2026.
Bid Summary (Early 2026)
The project was re-bid in February 2026 with bids opened on March 10, 2026. The bid results and engineers estimate are as follows:
Bidder: Total Lump Sum Bid:
Saenz Landscape Construction Co. $286,615.00
Engineers Estimate $270,000.00
Staff recommends award of the base bid and all add alternates, for a total contract award amount of $286,615.00 to Saenz Landscape Construction Company.
FISCAL IMPACT
Funding for this Project was approved in the Parks Recreation & Library Capital Projects Fund in the FY2024-25 budget process. The recommended project award is within the approved budget.
ENVIRONMENTAL REVIEW
The proposed project involves the minor alterations 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. The project would improve the existing tennis court and add a new tennis court and two new pickleball courts at Woodbridge Park. This would not result in expansion of use beyond existing levels. Furthermore, no environmentally sensitive resources are located within the project sites; therefore, the Class 1 Exemption is applicable to the proposed project.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
4. Invest in well-planned infrastructure and growth
5. Support community engagement and advocacy
6. Deliver exceptional City services
Respectfully Submitted,
Josh Cervantes, Park Development Project Manager
Jill Geller, Parks Recreation and Libraries Director
ATTACHMENTS:
1. Vicinity Map
2. Resolution 26-110
3. Agreement
4. Bid Summary Sheet IFB #13-183 Woodbridge Park TEnnis and Pickleball Court Renovation Project (Re-Bid)
5. Class 1 Exemption
REVIEWERS:
Josh Cervantes, Parks, Recreation, and Libraries Department - Park Development
Created/Initiated -
4/8/2026
Tara Gee, Parks, Recreation, and Libraries Department - Park Development Approved - 4/14/2026 Jill Geller, Parks, Recreation, and Libraries - All Approved - 4/15/2026 Kelly Aye, City Attorney Department Approved - 4/15/2026 Katrina Six, City Clerk Department Approved - 4/16/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 4/16/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 4/20/2026 Michelle Sheidenberger, City Attorney Department Approved - 4/23/2026 Dominick Casey, City Manager Department - City Manager Approved - 4/24/2026 Katrina Six, City Clerk Department Final Approval - 4/27/2026
Woodbridge Park
Vicinity Map
RESOLUTION NO. 26-110
APPROVING AN AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND
SAENZ LANDSCAPE CONSTRUCTION COMPANY, AND AUTHORIZING THE CITY
MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, an Agreement for the Woodbridge Pickleball and Tennis Court Renovation Project, by and between the City of Roseville and Saenz Landscape Construction 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 hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
BE IT FURTHER RESOLVED by the City Council of the City of Roseville that the City Manager or his designee is authorized to approve change orders for the project, consistent with the contract terms, provided that the net cost of all change orders shall not exceed ten percent (10%) of the contract amount.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
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: Woodbridge Park Tennis and Pickleball Courts Project Location(s): Woodbridge Park, 415 Sierra Boulevard, Roseville, CA 95678 (APN 011-170-004-000)
Project Description: The project would approve an authorization to bid for improvements at Woodbridge Park. The improvements would include: asphalt court removal and new installation, as well as installation of two new pickleball courts with striping and equipment, one new tennis court with striping and equipment, two new court entrances via chainlink swing gate, new surface mount benches, and a new covered shading seating area. All work will occur within the existing park, and there are no environmentally sensitive resources located onsite. The improvements would not result in expansion of use.
Public Agency Approving Project: Roseville City Council Agency/Individual Carrying Out Project: City of Roseville Parks, Recreation and Libraries Department
Reason why this Project is Exempt: This project qualifies for a Class 1 Exemption as described in Section 15301 of the California Environmental Quality Act (CEQA) guidelines which states:
“Class 1 consists of the….minor alteration of existing public or private structures, facilities… involving negligible or no expansion of existing or former use…” The project would improve the existing tennis court and add a new tennis court and two new pickleball courts at Woodbridge Park. This would not result in expansion of use beyond existing levels. Furthermore, no environmentally sensitive resources are located within the project sites; therefore, the Class 1 Exemption is applicable to the proposed project.
Lead Agency Contact Person: Josh Cervantes, Parks, Recreation and Libraries Department, 316 Vernon Street, Roseville, CA 95678. (916) 746-1233 Signature: Date: 1/29/2025
Jessica Lynch, Environmental Coordinator
City of Roseville
City Council
Communication
Meeting Date: 5/6/2026
Item #: VI.10
File #: 0704 & 0201-01
Item ID: 2026-319
Title: JM-51 Park Project - Award of Contract and Budget Adjustment Contact: Joel De Jong 916-774-5924 [email protected]
SUMMARY
Staff recommends approval of an agreement with Brightview Landscape Development, Inc. in the amount of $1,060,700 for the JM-51 Park Project and a budget adjustment in the amount of $278,373 to increase the budget for the JM-51 Park Project. Funding will be reallocated from savings on the Weber Park Renovation Project and the KT-52 School Park Project, as costs for those projects were lower than anticipated. Funding for construction of this park was included in the FY2025-26 capital improvement project (CIP) budget in the Neighborhood Park - Sierra Vista Fund.
RECOMMENDATION
Staff recommends that the City Council award the JM-51 Park Project to Brightview Landscape Development, Inc., adopt a resolution to authorize the City Manager to execute an agreement and authorize staff to approve change order requests in an amount not to exceed 10% of the contracted amount.
Staff also recommends that the City Council adopt an ordinance to approve a budget adjustment of $278,373 to increase the budget for the JM-51 Park Project. Funding will be reallocated from savings on the Weber Park Renovation Project and the KT-52 School Park Project, as costs for those projects were lower than anticipated.
BACKGROUND
JM-51 Park is a 2.6-acre neighborhood park located off at Shimmer Falls Drive and Lakehaven Drive in Sierra Vista. Amenities planned for the park include a playground, shaded picnic area, walking paths, turf area, planting and irrigation. Add alternates were identified for budget purposes to allow for “menu style” bidding, and include a half-court basketball court, additional turf and irrigation, sod in lieu of seeded turf, and additional concrete pathways.
City Council approved the plans and specifications and authorized the call for bids at the March 4, 2026, meeting. Bids were opened on March 24, 2026, and staff received five bids for the project. The bid results, including all add alternates, are as follows:
Bidder Grand Total Bid Price
Brightview Landscape Development, Inc. $1,122,100
PBM Construction $1,165,947
Saenz Landscape $1,187,477
Procida Landscape $1,206,810
TJR Resources $1,233,429
Engineers’ Estimate $890,396
Staff recommends awarding the base bid plus add alternates #1 (additional grass area) and #4 (half-court basketball) for a total contract award amount of $1,060,700 to Brightview Landscape Development, Inc.
The selected add alternates were chosen based on resident feedback collected during the initial public outreach meetings and two-week write-in period prior to master plan approval. Additional grass and a halfcourt basketball court were identified as priorities.
CONTINGENCY
During the course of a construction project, it is common to encounter unanticipated or changed conditions in the field which necessitate additions or other changes to the project and the contract. Due to the complexity of this project, staff requests authorization to approve change order requests in an amount not to exceed 10% of the contract price in accordance with the terms and conditions of the contract.
FISCAL IMPACT
Funding for construction of this park was included in the FY2025-26 capital improvement project (CIP) budget in the Neighborhood Park - Sierra Vista Fund. Maintenance costs will be approximately $16,000/acre/year and will be funded by the Sierra Vista Community Facilities District No. 2 (Public Services). The recommended budget adjustment in the amount of $278,373 will increase the budget for the JM-51 Park Project, fully funding the project. Funding will be reallocated from savings on the Weber Park Renovation Project and the KT-52 School Park Project, as costs for those projects were lower than anticipated.
ENVIRONMENTAL REVIEW
Development of the JM-51 Neighborhood Park master plan was previously evaluated in the Sierra Vista Specific Plan EIR (certified May 5, 2010, SCH No. 2008032115) and identified in the associated Sierra Vista Specific Plan. As proposed, construction of the JM-51 Park is within the scope of the project covered by the SVSP Final EIR. As discussed in the Specific Plan EIR, the EIR provides environmental analyses of community infrastructure and facilities, including parks, pedestrian bridges, and bike trails, to the extent applicable. Because the project is consistent with the SVSP Final EIR and Specific Plan, no new effects would be expected to occur and all applicable mitigation measures from the SVSP EIR will be implemented during the design and construction of the JM-51 Park. The proposed project meets the requirements identified in Section 15183 of the State CEQA Guidelines, therefore, no additional CEQA review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
4. Invest in well-planned infrastructure and growth
6. Deliver exceptional City services
Respectfully Submitted,
Joel De Jong, Park Development Project Manager
Jill Geller, Parks Recreation and Libraries Director
ATTACHMENTS:
1. VICINITY MAP
2. Resolution 26-111
3. Agreement_JM-51
4. Ordinance 7066
REVIEWERS:
Joel De Jong, Parks, Recreation, and Libraries Department - Park Development
Created/Initiated -
4/14/2026
Tara Gee, Parks, Recreation, and Libraries Department - Park Development Approved - 4/14/2026 Jill Geller, Parks, Recreation, and Libraries - All Approved - 4/15/2026 Kelly Aye, City Attorney Department Approved - 4/16/2026 Katrina Six, City Clerk Department Approved - 4/16/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 4/16/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 4/20/2026 Michelle Sheidenberger, City Attorney Department Approved - 4/22/2026 Dominick Casey, City Manager Department - City Manager Approved - 4/22/2026 Katrina Six, City Clerk Department Final Approval - 4/22/2026
RESOLUTION NO. 26-111
APPROVING AN AGREEMENT FOR THE JM-51 PARK PROJECT, BY AND BETWEEN THE CITY OF ROSEVILLE AND BRIGHTVIEW LANDSCAPE DEVELOPMENT, INC.,
AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON BEHALF OF
THE CITY OF ROSEVILLE
WHEREAS, an Agreement for the JM-51 Park Project, by and between the City of Roseville and Brightview Landscape Development, 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 hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
BE IT FURTHER RESOLVED by the City Council of the City of Roseville that the City Manager or his designee is authorized to approve change orders for the project, consistent with the contract terms, provided that the net cost of all change orders shall not exceed ten percent (10%) of the contract amount.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
ORDINANCE NO. 7066
ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCAL YEAR 2025-26
BUDGET AND DECLARING THIS ORDINANCE TO BE IMMEDIATELY
EFFECTIVE AS AN APPROPRIATION MEASURE
THE CITY OF ROSEVILLE ORDAINS:
SECTION 1. The City of Roseville Annual Budget, Fiscal Year 2025-26, is hereby amended as listed on the attached budget adjustment for the JM-51 Park Project.
SECTION 2. This ordinance is hereby declared to be an appropriation measure, immediately effective pursuant to the provisions of Section 5.03 of the Charter.
SECTION 3. The City Clerk is hereby authorized and directed to post a true copy of the foregoing ordinance in each of three (3) conspicuous locations in the City and she shall immediately after such posting enter in the ordinance book, under the record of the ordinance, a certificate under her hand stating the time and place of such publication by posting.
PASSED AND ADOPTED by the Council of the City of Roseville, this day of , 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
MAYOR
ATTEST:
City Clerk
REQUEST FOR BUDGET ADJUSTMENT
Updated 11/19/2025
Please complete the cells highlighted in yellow.
REQUESTER NAME & TITLE: FISCAL YEAR:
PREPARER NAME & TITLE: ORDINANCE: 7066
DEPARTMENT/DIVISION:
EXPENDITURES/EXPENSES/TRANSFERS OUT
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
3319 6587 84001 500241 (150,000) Reallocate from project 500241 to 500289 1001 6587 84001 500246 (128,373) Reallocate from project 500246 to 500289 3319 6587 84001 500289 150,000 Reallocate from project 500241 to 500289 1001 6587 84001 500289 128,373 Reallocate from project 500246 to 500289
EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL -
REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
REVENUES/TRANSFERS IN TOTAL
NET ADJUSTMENT -
FUND BALANCE
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL -
Justification for Budget Adjustment:
The Parks, Recreation & Libraries Department (PRL) is requesting a budget adjustment of $278,373 to increase the budget for JM-51 Neighborhood Park Project (500289) to fully fund its construction. Its new total budget will be $1,510,076. Funding will be reallocated from General Fund savings ($128,373) on the Weber Park Renovation Project (500246) and from Neiborhood Park- Sierra Vista Fund savings($150,000) on the KT-52 School Park Project (500241) due to costs coming in lower than anticipated. There is no net impact on either fund.
Joel De Jong, Park Development Project Manager 2025-26
Lisa Saunders, Management Analyst
Parks, Recreation & Libraries/Park Development
City Council
Communication
Meeting Date: 5/6/2026
Item #: VI.11
File #: 0704 & 0201-01
Item ID: 2026-324
Title: JM-52 Park - Award of Contract and Budget Adjustment Contact: Josh Cervantes 916-746-1233 [email protected]
SUMMARY
Staff recommends approval of an agreement with PBM Landscape Construction, Inc., in the amount of $741,147 for the JM-52 Neighborhood Park Project. Staff also recommends approval of a budget adjustment in the amount of $264,262 to increase the budget for the JM-52 Neighborhood Park Project.
Funding will be reallocated from savings on the Weber Park Renovation Project as costs for that project were lower than anticipated. Funding for construction of this park was included in the FY2025-26 capital improvement project budget in the Neighborhood Park - Sierra Vista Fund.
RECOMMENDATION
Staff recommends that the City Council:
1. Award an Agreement to PBM Construction Inc. as the lowest responsive bidder for the JM-52 Park project; and
2. Adopt a resolution authorizing the City Manager to execute the agreement on behalf of the City of Roseville and authorize the City Manager or his designee to approve change orders for the project, consistent with the contract terms, provided that the net cost of all change orders shall not exceed ten percent (10%) of the contract amount; and
3. Adopt an ordinance to approve a budget adjustment in the amount of $264,262.00 for the project.
BACKGROUND
JM-52 Park is a 1.5-acre neighborhood park located at Bright Star Rd. and Misty Ridge Dr. in Sierra Vista. This park backs up to an open space area. The master plan for this park was approved by the City Council on May 21, 2025. Amenities planned for the park include a playground, paved and natural walking paths, picnic area and seating, turf area, planting and irrigation. Add alternates have been identified, which include a shade structure and a bark mulch buffer separating the park and adjacent open space area.
Council approved the plans and specifications and authorized staff to bid the project at the March 4, 2026 Council meeting.
BID SUMMARY
The bids were opened on March 25, 2026. The bid results and engineer's estimate are as follows:
Bidder: *Total Lump Sum Bid:
TJR Resources Inc. $831,408.00
Saenz Landscape Construction Company $677,466.00
Brightview Landscape Development, Inc. $828,001.00
PBM Construction Inc. $824,800.00
Engineers Estimate $475,000.00
*Total lump sum bid includes the base bid and six (6) add alternates.
The apparent low bidder, Saenz Landscape Construction Company, withdrew their bid, thereby making PBM Construction, Inc., the new low bidder.
Staff recommends awarding the project to PBM Construction, Inc., in the amount of $741,147, which includes the base bid and add alternates for the shade structure at the picnic area and a bark mulch buffer separating the park from the adjacent open space area.
CONTINGENCY
During the course of a construction project, it is common to encounter unanticipated or changed conditions in the field which necessitate additions or other changes to the project and the contract. Due to the complexity of this project, staff requests authorization to approve change order requests in an amount not to exceed 10% of the contract price in accordance with the terms and conditions of the contract.
FISCAL IMPACT
Funding for construction of this park was included in the FY2025-26 capital improvement project budget in the Neighborhood Park - Sierra Vista Fund. Maintenance costs will be approximately $16,000/acre/year and will be funded by the Sierra Vista Community Facilities District No. 2 (Public Services). This requested budget adjustment in the amount of $264,262 will increase the budget for the JM-52 Neighborhood Park Project, fully funding its construction.
Funding will be reallocated from savings on the Weber Park Renovation project as costs for the project were lower than anticipated.
ENVIRONMENTAL REVIEW
Development of the JM-52 Neighborhood Park master plan was previously evaluated in the Sierra Vista Specific Plan EIR (certified May 5, 2010, SCH No. 2008032115) and identified in the associated Sierra Vista Specific Plan. As proposed, construction of the JM-52 Park is within the scope of the project covered by the SVSP Final EIR. As discussed in the Specific Plan EIR, the EIR provides environmental analyses of community infrastructure and facilities, including parks, pedestrian bridges, and bike trails, to the extent applicable. Because the project is consistent with the SVSP Final EIR and Specific Plan, no new effects would be expected to occur and all applicable mitigation measures from the SVSP EIR will be implemented during the design and construction of the JM-51 Park. The proposed project meets the requirements identified in Section 15183 of the State CEQA Guidelines, therefore, no additional CEQA review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
4. Invest in well-planned infrastructure and growth
5. Support community engagement and advocacy
6. Deliver exceptional City services
Respectfully Submitted,
Josh Cervantes, Park Development Project Manager
Jill Geller, Parks Recreation and Libraries Director
ATTACHMENTS:
1. JM-52 - Vicinity Map
2. Resolution 26-112
3. JM-52 Park_Agreement
4. Ordinance 7067
REVIEWERS:
Josh Cervantes, Parks, Recreation, and Libraries Department - Park Development
Created/Initiated -
4/14/2026
Tara Gee, Parks, Recreation, and Libraries Department - Park Development Approved - 4/15/2026 Jill Geller, Parks, Recreation, and Libraries - All Approved - 4/15/2026 Kelly Aye, City Attorney Department Approved - 4/16/2026 Katrina Six, City Clerk Department Approved - 4/17/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 4/21/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 4/22/2026 Michelle Sheidenberger, City Attorney Department Approved - 4/22/2026 Dominick Casey, City Manager Department - City Manager Approved - 4/22/2026 Katrina Six, City Clerk Department Final Approval - 4/22/2026
Swallowtail Dr
Sea Cliff Ct
Gossamer St
vd
Vista Grande Blvd
Swallowtail Dr
Market St
Orange Tip Way
Longmire
White Sands
Market
Canyonland
Gunnison
Summerville
Longmire
Market
Acadia
Brooksleigh
Canyonland
Melars
Market
Pavilion
Skipperling St
Sea Cliff Ct Sea Cliff Rd
Gossamer St
Checkerspot St
Whirlabout St
Skipperling St
Vista Grande Blvd
Vista Grande Blvd
Swallowtail Dr
Checkerspot St
Whirlabout St
Orange Tip Way
Longmire
Mena
Cherry Hill
Mangrove
Tortugas
Arches
Glacier Bay
Gunnison
Brooksleigh
Canyonland
Arches
Glacier Bay
Curry Creek
Pavilion
Sea Cliff Rd
Meta ml ark St Gossamer St
Monarch Grove St
Riding Paths Dr
Meta ml ark St
Vista Grande Blvd
Swallowtail Dr
Marine Blue Ct
Bramblewood Way
Daggerwing Ct
Monarch Grove St
Feezer
Ivory Gables St
Bright Star Rd
Scotch Pine Dr
Bramblewood Way
Longmire
Wind Cave
Bright St ar Rd
Brooksleigh
Pavilion
Vista Grande Blvd
Shimmer Falls Dr
Upland Dr
Vista Grande Blvd
Vista Grande Blvd
Riding Paths Dr
Upland Dr
Swallowtail Dr
Scotch Pine Dr
Misty Ridge Dr
Curry Creek Upland Dr
Scotch Pine Dr
Misty Ridge Dr
Arbor Ridge Dr
Upland Dr Upland Upland
Vista Grande Blvd
Shimmer Falls Dr
Concord View Way
King Mountain Dr
Yorktown Dr
Hudson Cove Dr
Arbor Ridge Dr
Sag Harbor Dr
Yorktown Dr
Shasta Daisy Cir
Bee Balm Ct
Vista Grande Blvd
Vista Grande Blvd
Concord View Way
Fiddyment Rd
Fiddyment Rd
Sag Harbor Dr
King Mountain Dr
Concord View Way
Hudson Cove Dr
Fiddyment Rd
Fiddyment Rd
Arbor Ridge Dr
Goldbloom Pl
Shasta Daisy Cir
Blue Pond Dr
Fiddyment Rd
Fiddyment Rd
Meadow Bloom Ct
Shasta Daisy Cir
Fiddyment Rd
Fiddyment Rd
Fiddyment Rd
Fiddyment Rd
Sources: Esri, TomTom, Garm
JM-52
JM-52 Park
Vicinity Map
RESOLUTION NO. 26-112
APPROVING AN AGREEMENT FOR THE JM-52 PARK PROJECT, BY AND BETWEEN THE CITY OF ROSEVILLE AND PBM CONSTRUCTION, INC., AND AUTHORIZING THE
CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, an Agreement for the JM-52 Park Project, by and between the City of Roseville and PBM Construction, 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 hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
BE IT FURTHER RESOLVED by the City Council of the City of Roseville that the City Manager or his designee is authorized to approve change orders for the project, consistent with the contract terms, provided that the net cost of all change orders shall not exceed ten percent (10%) of the contract amount.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
Ο
ORDINANCE NO. 7067
ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCAL YEAR 2025-26
BUDGET AND DECLARING THIS ORDINANCE TO BE IMMEDIATELY
EFFECTIVE AS AN APPROPRIATION MEASURE
THE CITY OF ROSEVILLE ORDAINS:
SECTION 1. The City of Roseville Annual Budget, Fiscal Year 2025-26, is hereby amended as listed on the attached budget adjustment for the JM-52 Park project.
SECTION 2. This ordinance is hereby declared to be an appropriation measure, immediately effective pursuant to the provisions of Section 5.03 of the Charter.
SECTION 3. The City Clerk is hereby authorized and directed to post a true copy of the foregoing ordinance in each of three (3) conspicuous locations in the City and she shall immediately after such posting enter in the ordinance book, under the record of the ordinance, a certificate under her hand stating the time and place of such publication by posting.
PASSED AND ADOPTED by the Council of the City of Roseville, this day of , 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
MAYOR
ATTEST:
City Clerk
REQUEST FOR BUDGET ADJUSTMENT
Updated 11/19/2025
Please complete the cells highlighted in yellow.
REQUESTER NAME & TITLE: FISCAL YEAR:
PREPARER NAME & TITLE: ORDINANCE: 7067
DEPARTMENT/DIVISION:
EXPENDITURES/EXPENSES/TRANSFERS OUT
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
1001 6587 84001 500246 (264,262) Reallocate from project 500246 to 500290 1001 6587 84001 500290 264,262 Reallocate from project 500246 to 500290
EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL -
REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
REVENUES/TRANSFERS IN TOTAL
NET ADJUSTMENT -
FUND BALANCE
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment DESCRIPTION
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL -
Justification for Budget Adjustment:
The Parks, Recreation & Libraries Department (PRL) is requesting a budget adjustment of $264,262 to increase the budget for JM-52 Neighborhood Park Project (500298) to fully fund its construction. Funding will be reallocated from General Fund savings on the Weber Park Renovation Project (500246) due to costs coming in lower than anticipated. There is no net impact on the General Fund.
Joshua Cervantes, Park Development Project Manager 2025-26 Lisa Saunders, Management Analyst
Parks, Recreation & Libraries/Park Development
City Council
Communication
Meeting Date: 5/6/2026
Item #: VI.12
File #: 0200
Item ID: 2026-279
Title: Second Reading - Roseville Municipal Code Amendments - Purchasing System Contact: Shannon Wiest 916-746-1112 [email protected]
SUMMARY
Staff recommends approval of an ordinance for second reading amending Sections 4.12.090, 4.12.095,
4.12.105, and 4.12.110 of Title 4 of the Roseville Municipal Code related to purchasing procedures, cooperative purchasing, and the disposition of real property. The proposed updates are administrative in nature and make minor modifications to align the Municipal Code with City Charter publication requirements, ensure consistency with the Surplus Land Act, clarify that cooperative purchasing agreements may be used for terms of up to five years (including amendments), and provide additional examples of available cooperative purchasing agreements.
RECOMMENDATION
Staff recommends approval and adoption of an ordinance for second reading amending Sections
4.12.090, 4.12.095, 4.12.105, and 4.12.110 of Chapter 4.12 of Title 4 of the Roseville Municipal Code related to purchasing procedures, cooperative purchasing, and real property disposition.
BACKGROUND
Chapter 4.12 of the Roseville Municipal Code outlines the City’s purchasing and contracting requirements, including formal bidding procedures for supplies, public works, and services, the use of cooperative purchasing agreements, and the sale or disposition of surplus real property.
Staff is proposing a limited set of updates to these sections to improve clarity and consistency, align with City Charter publication requirements, and ensure compliance with applicable state law, including the Surplus Land Act. The proposed amendments include:
Sections 4.12.090 and 4.12.095 (Formal Bidding): Update publication requirements to allow for the use of the City’s website, consistent with City Charter provisions.
Section 4.12.105 (Cooperative Purchasing): Clarify and expand the use of cooperative purchasing agreements, including allowing agreements to be used for up to five years (including agreements entered into or amended within that timeframe), and providing additional examples of eligible cooperative purchasing programs.
Section 4.12.110 (Real Property): Update language to ensure the sale or disposition of surplus real property complies with applicable laws, including the Surplus Land Act.
These changes are administrative in nature and are intended to improve clarity, efficiency, and compliance while maintaining appropriate purchasing oversight.
FISCAL IMPACT
The recommended Municipal Code changes have no impact on the City’s budget, including the General Fund.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. 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 environment (CEQA Guidelines §15061(b)(3)).
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
6. Deliver exceptional City services
Respectfully Submitted,
Shannon Wiest, Purchasing and Warehouse Manager
Scott Pettingell, Finance Director
ATTACHMENTS:
1. Ordinance 7068
REVIEWERS:
Katrina Six, City Clerk Department Created/Initiated - 4/16/2026 Scott Pettingell, Finance Department Approved - 4/20/2026 Kelly Aye, City Attorney Department Approved - 4/20/2026 Katrina Six, City Clerk Department Approved - 4/20/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 4/20/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 4/21/2026 Michelle Sheidenberger, City Attorney Department Approved - 4/22/2026 Dominick Casey, City Manager Department - City Manager Approved - 4/23/2026 Katrina Six, City Clerk Department Final Approval - 4/23/2026
ORDINANCE NO. 7068
ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE AMENDING SECTIONS
4.12.090, 4.12.095, 4.12.105 AND 4.12.110 OF CHAPTER 4.12 OF TITLE 4 OF THE
ROSEVILLE MUNICIPAL CODE REGARDING PURCHASING SYSTEM
THE CITY OF ROSEVILLE ORDAINS:
SECTION 1. The sections of the Roseville Municipal code listed above are hereby amended to read as shown on Attachment “A”
SECTION 2. This ordinance shall be effective at the expiration of thirty (30) days from the date of adoption.
SECTION 3. The City Clerk is hereby directed to cause this ordinance to be published in full at least once within fourteen (14) days after it is adopted in a newspaper of general circulation in the City, or shall within fourteen (14) days after its adoption cause this ordinance to be posted in full in at least three (3) public places in the City and enter in the Ordinance Book a certificate stating the time and place of said publication by posting.
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
Attachment “A”
§ 4.12.090. Purchasing of supplies—Formal bidding procedure.
A. Purchase of supplies or equipment of an estimated value equal to or greater than the bid amount established in the City Charter, shall be by written purchase order with the lowest responsible bidder in accordance with this section.
B. Notice to Bidders. The purchasing officer shall prepare and send to prospective bidders a notice inviting bids and detailed specifications of the supplies or equipment.
1. Published Notice. The notice inviting bids shall be published at least five working days before the date of bid opening. For purposes of this section, “working days” means Monday through Friday, except federal holidays. The notice shall be published at least once in a newspaper of general circulation in the city and/or on the City's website, and shall include a general description of the articles to be purchased. The notice shall state where bid specifications may be obtained.
2. Bidders List. The purchasing officer shall also solicit bids from all responsible persons whose names are on the bidders list (see Section 4.12.030(J)) or who have requested their names to be added to the bidders list.
C. Bidders Security. The purchasing officer may, in his or her discretion, demand as security a deposit or bid bond from each bidder in an amount which shall be specified in the call for bids. The security of the successful bidder shall be held to secure the capacity, readiness, and willingness of the successful bidder to execute the purchase order. The successful bidder shall forfeit the security upon refusal or failure to execute the purchase order within 15 calendar days after the notice of award of purchase order has been mailed, unless the city is responsible for the delay. The city council may, on refusal or failure of the successful bidder to execute the purchase order, award the purchase order to the next lowest responsible bidder; the amount of the successful bidder’s security shall be applied by the city to the difference between the successful bid and the next lowest responsible bid; and the surplus, if any, shall be returned to the successful bidder that refused or failed to execute the purchase order. The securities of unsuccessful bidders shall be returned following the execution of the purchase order by the successful bidder.
D. Bid Opening. All bids shall be submitted to the city clerk, and shall be opened by the person and at the time and place stated in the published notice. Bids shall be identified as bids on the envelope. Bids shall be reviewed by the purchasing officer in consultation with the using department, if any, and a recommendation submitted to the city council for award. A tabulation of all bids received shall be made available for public inspection.
E. Rejection of Bids. At its discretion, the city council may reject any and all bids presented or may request that the notice inviting bids be readvertised.
F. Award of Bids. Bids shall be awarded by the city council, and a purchase order issued by the purchasing officer, to the lowest responsible bidder except as otherwise provided herein.
G. Tie Bids. If two or more bids received are for the same total amount or unit price, quality and service being equal, the city council may, in its discretion, either accept the one it chooses, or accept the lowest bid made by negotiation with the tie bidders.
H. Bid Irregularity. Relief from bidder’s errors may be granted in the sole discretion of the city council as provided in the specifications of a particular bid.
I. Standardization. Where the purchasing officer has determined that it is required by the health, safety or welfare of the people of the city, or by the effectiveness and efficiency of city operations, standardization of supplies or equipment with existing supplies or equipment, or with supplies or equipment needed for regional task forces or partnerships, is permitted and the specifications may limit the purchase to a single brand or trade name. The factors that shall be considered in determining to standardize on a single brand or trade name include:
1. Repair and maintenance costs would be minimized.
2. User personnel training would be facilitated.
3. Supplies or spare parts would be minimized.
4. Modifications to existing equipment would be minimized or made unnecessary.
5. Training requirements for repair and maintenance personnel would be minimized.
6. Proper operation of a function or program requires single brand or trade name supplies or equipment to be compatible with existing supplies or equipment.
7. Overall purchase or operational costs would be minimized. § 4.12.095. Public works and services—Formal bidding and contract procedure.
A. Contracts for public works or services estimated to have a value equal to or greater than, or to cost equal to or greater than, the bid amount established in the City Charter, shall be awarded to the lowest responsible bidder after receipt of sealed formal bids in accordance with this section.
B. Notice to Bidders. The using department shall prepare and send to prospective bidders a notice inviting bids and detailed plans and specifications of the public works or service being bid. The plans and specifications shall be approved by the city council prior to requesting bids.
1. Published Notice. The notice to bidders shall be published at least five working days before the date of bid opening. The notice shall be published at least once in a newspaper of general circulation in the city and/or on the City's website, and shall include a general description of the public work or services. The notice shall state where bid specifications may be secured, and the time and place for bid opening.
2. Bidders List. The using department shall also solicit bids from all responsible persons whose names are on a bidders list or who have requested their names to be added thereto.
C. Bids for public works shall require a bidder’s bond or security in the amount of 10 percent of the amount of the bid. The security of the successful bidder shall be held to secure the capacity, readiness, and willingness of the successful bidder to execute the contract. The successful bidder shall forfeit the security upon refusal or failure to execute the contract within 15 calendar days after the notice of award of contract has been mailed, unless the city is responsible for the delay. The city council may, on refusal or failure of the successful bidder to execute the contract, award the contract to the next lowest responsible bidder. If the city council awards the contract to the next lowest responsible bidder, the amount of the successful bidder’s security shall be applied by the city to the difference between the successful bid and the next lowest responsible bid, and the surplus, if any, shall be returned to the successful bidder that refused or failed to execute the contract. The deposits shall be returned to the unsuccessful bidders following the execution of the contract by the successful bidder.
D. Bid Opening. All bids shall be submitted to the city clerk, and shall be opened by the person and at the time and place stated in the published notice. Bids shall be identified as bids on the envelope. Bids shall be reviewed by the using department, and a recommendation submitted to the city council for award. A tabulation of all bids received shall be made available for public inspection.
E. Rejection of Bids. At its discretion, the city council may reject any and all bids presented or may request that bids be readvertised.
F. Award of Contracts. Contracts shall be awarded by the city council to the lowest responsible bidder except as otherwise provided herein.
G. Tie Bids. If two or more bids received are for the same total amount or unit price, quality and service being equal, if the public interest will not permit the delay of readvertising for the bids, the city council may accept the one it chooses or accept the lowest bid made by negotiation with the tie bidders.
H. Bid Irregularity. Relief from bidder’s errors may be granted in the sole discretion of the city council as provided in the specifications of a particular bid.
I. Use of City Employees. In lieu of the bidding and contract procedures set forth in this section, public works and services may be performed by city employees at the discretion of the city manager.
§ 4.12.105. Cooperative purchasing.
A. Local Agencies. The purchasing officer may purchase services, supplies and equipment without complying with the bidding requirements of this chapter, if such purchases are made under an agreement or cooperative purchasing program entered into by any local governmental jurisdiction or public agency, regardless of whether the city is a named party to the agreement or an actual participant in such a program. However, the provisions of this subsection may be utilized only if: (1) the agreement or cooperative purchasing program was
entered into pursuant to a bidding or request for proposal (RFP) process which substantially conforms to the city’s competitive bidding or RFP requirements; and (2) the agreement or cooperative purchasing program is still in full force and effect, but was not entered into or amended by the local governmental jurisdiction or public agency more than five (5) years prior to the city’s approval of a binding obligation to purchase services, supplies, or equipment.
B. State and Federal Government. The purchasing officer may purchase services, supplies and equipment without complying with the bidding or RFP requirements of the city, if such purchases are based on any master agreement, cooperative agreement, or other types of agreements entered into by any state or the United States of America that would offer the city the benefits of those entities’ buying power, regardless of whether the city is a named party to such agreements. Examples include, but are not limited to, National Association of State Procurement Officials Value Point (NASPO Value Point), Sourcewell, Houston-Galveston Area Council (H-GAC), National Purchasing Partners (NPP), or Omnia Partners Contracts.
C. Multiple-Award Schedules. The purchasing officer may purchase services, supplies and equipment without complying with the bidding or RFP requirements of the city, if such purchases are based on any multiple-award schedules developed through a competitive process, regardless of whether the city is a named party to such schedules. Examples include, but are not limited to, California Multiple Award Schedules (CMAS) and the Federal General Services Administration (GSA).
When purchasing pursuant to subsection B or C above, the city should select the best value vendor. In determining best value, the city shall consider the following factors:
1. Price, including any additional price reductions offered;
2. Past performance;
3. Special features of the services, supplies or equipment required for effective performance;
4. Trade-in considerations;
5. Probable life of the item selected when compared with that of a comparable item;
6. Warranty considerations;
7. Maintenance availability and expense;
8. Environmental and energy efficiency considerations;
9. Delivery terms;
10. Location of the vendor.
D. Best Interests. Prior to purchasing any services, supplies or equipment under this section, the purchasing officer must determine that the procurement is in the best interests of the city.
E. Price. Any services, supplies or equipment purchased under this section must be purchased at the same or lower price as the local, state or federal governmental jurisdiction, or public agency, except that the city may approve variation in price of not more than 15 percent for
customizing the order or for modifications or variations in the city’s best interests. In the event the agreement, cooperative agreement, or multiple award schedule offers a list of services, supplies or equipment for the local, state or federal governmental jurisdiction, or public agency to choose from, the city may select any of the offered services, supplies or equipment, so long as the services, supplies or equipment are offered at the same or lower price as the services, supplies or equipment offered to the local, state or federal governmental jurisdiction, or public agency.
§ 4.12.110. Real property—City council responsible for sale or other disposition.
A. After following all applicable laws, including the Surplus Land Act as may be amended from time to time, real property found to be surplus to the needs of the city by the city council shall be sold by sealed bids. The terms and conditions of each such sale shall be established by council resolution.
B. The provisions of subsection A of this section notwithstanding, excess real property determined by the council to be unusable except by the owner of adjoining privately owned real property, or real property needed by another public entity, public utility, or a nonprofit public benefit corporation which has its principal place of business in the city, may be offered for sale to such adjoining landowner, or to such public entity, public utility, or nonprofit public benefit corporation which has its principal place of business in the city, at a price determined by the city council to be equitable to the purchaser and the city. Additionally, any interest in real property may be sold or otherwise disposed of pursuant to a finding by the city council that such disposition is in the city’s best interest. Provided, however, that notice of the terms and conditions of such proposed sale or disposition pursuant to this subsection and the date of confirmation thereof shall be published in a newspaper of general circulation in the city and/or on the City's website at least 10 days prior to final approval and confirmation of the proposed sale or disposition. Such sales and dispositions shall be confirmed and approved upon a four-fifths’ affirmative vote of the city council.
City Council
Communication
Meeting Date: 5/6/2026
Item #: VI.13
File #: 0203-09 & 0203-13
& 0201-01
Item ID: 2026-260
Title: Compressed Natural Gas Fleet Repair Bay (RFQ 10-3432) – Contract Purchase Agreement & Budget Adjustment
Contact: Tiffany Valdez 916-746-1109 [email protected]
SUMMARY
Staff recommends approval of a contract purchase agreement with TriVel Construction Inc. as the lowest responsive and responsible bidder for Request for Quotations No. 10-3432 Compressed Natural Gas Fleet Repair Bay. The cost of the Agreement is $276,192. Additionally, adopt a resolution authorizing the City Manager to sign the contract purchase agreement and authorizing the Public Works Director or designee to approve change order requests for this project up to 10% ($27,619) as a construction contingency, for a grand total of $303,811. Staff also recommends approval of a budget adjustment of $230,000 in the Fleet Services Fund and Waste Services Rehabilitation Fund to fully fund the project. This adjustment will increase the total project budget to $480,000. Funding for the project will come from the Waste Services Rehabilitation Fund and the Fleet Services Fund, and this action has no direct impact on the General Fund.
RECOMMENDATION
Staff recommends that the City Council:
1. Adopt a resolution approving Contract Purchase Agreement #3005248 with TriVel Construction Inc., as the lowest responsive and responsible bidder, for Request for Quotations No. 10-3432 Compressed Natural Gas (CNG) Fleet Repair Bay and authorize the City Manager to execute the agreement on behalf of the City of Roseville.
2. Authorize the City Manager or his designee to approve change orders, consistent with the contract terms, provided that the net cost of all change orders shall not exceed ten percent (10%) of the contract price.
3. Adopt an ordinance approving a budget adjustment of $230,000 in the Fleet Services and Waste Services Rehabilitation Funds for the Fleet - Construction of Compressed Natural Gas Fleet Repair Bay Project.
BACKGROUND
Fleet and Environmental Utilities currently operate 15 compressed natural gas (CNG) refuse trucks, with an additional 31 units on order. This project necessitates the development of a dedicated, compliant CNG service bay to support full fleet maintenance operations. The proposed project will retrofit and reconstruct the existing diesel repair bay at the Corporation Yard to meet applicable safety and ventilation standards required for servicing CNG vehicles.
In addition, improvements to the Corporation Yard Fleet Services Building will ensure compliance with
ADA accessibility requirements, including upgrades to the path of travel and parking areas.
A formal bid was issued with the following vendor responses:
Bidder Total Price
TriVel Construction Inc. $276,192
Elk Grove, CA
PRIDE Industries $310,000
Rocklin, CA
ICOR, Inc. $389,000
Nevada City, CA
Kaler General Contractors Inc $395,000
Rancho Cordova, CA
Nicosia Consulting International, LLC $554,961
Cape Coral, FL
FISCAL IMPACT
The cost of the Agreement is $276,192. Authorized change orders, on an as-needed basis up to 10% ($27,619), will serve as a construction contingency and bring the total contract authority amount to $303,811.
The recommended budget adjustment appropriates additional resources in the Waste Services Rehabilitation Fund and Fleet Services Fund. This adjustment increases the total project budget from $250,000 to $480,000 to cover the contract purchase agreement with TriVel Construction Inc., internal staff labor costs, and construction bids that came in higher than originally estimated.
The Fleet - Construction of Compressed Natural Gas Fleet Repair Bay Project is currently funded solely by the Waste Services Rehabilitation Fund. Fleet Services Fund resources are being added to reflect shared use of the repair bays for non-solid waste compressed natural gas (CNG) heavy-duty vehicles, as needed.
Funding will be reallocated from existing Fleet Services Fund projects where costs have come in below budget and will not impact the scope or delivery of those projects. This action has no direct impact on the General Fund.
ENVIRONMENTAL REVIEW
The proposed project involves the minor alteration 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
1. Ensure a safe and healthy community
6. Deliver exceptional City services
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
Tiffany Valdez, Buyer
Scott Pettingell, Finance Director
ATTACHMENTS:
1. Resolution 26-146
2. Contract Purchase Agreement 3005248_TriVel Construction Inc
3. Ordinance 7069
4. CEQA Notice of Exemption
REVIEWERS:
Tiffany Valdez, Finance Department - Purchasing Created/Initiated - 4/20/2026 Shannon Wiest, City Clerk Department Approved - 4/20/2026 Scott Pettingell, Finance Department Approved - 4/21/2026 Kelly Aye, City Attorney Department Approved - 4/22/2026 Katrina Six, City Clerk Department Approved - 4/22/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 4/23/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 4/23/2026 Michelle Sheidenberger, City Attorney Department Approved - 4/24/2026 Dominick Casey, City Manager Department - City Manager Approved - 4/24/2026 Katrina Six, City Clerk Department Final Approval - 4/27/2026
RESOLUTION NO. 26-146
APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND TRIVEL CONSTRUCTION INC., AND AUTHORIZING THE
CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE WHEREAS, a Contract Purchase Agreement (3005248) for the Compressed Natural Gas Fleet Repair Bay Project, by and between the City of Roseville and TriVel Construction 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 hereby 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 approve change orders, consistent with the contract terms, provided that the net cost of all change orders shall not exceed ten percent (10%) of the contract price.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
Docusign Envelope ID: CE267911-BC8F-4AA4-8AC3-85EB632F927A
Docusign Envelope ID: CE267911-BC8F-4AA4-8AC3-85EB632F927A
Docusign Envelope ID: CE267911-BC8F-4AA4-8AC3-85EB632F927A
Docusign Envelope ID: CE267911-BC8F-4AA4-8AC3-85EB632F927A
Docusign Envelope ID: CE267911-BC8F-4AA4-8AC3-85EB632F927A
Docusign Envelope ID: CE267911-BC8F-4AA4-8AC3-85EB632F927A
Docusign Envelope ID: CE267911-BC8F-4AA4-8AC3-85EB632F927A
Docusign Envelope ID: CE267911-BC8F-4AA4-8AC3-85EB632F927A
Docusign Envelope ID: CE267911-BC8F-4AA4-8AC3-85EB632F927A
Docusign Envelope ID: CE267911-BC8F-4AA4-8AC3-85EB632F927A
Docusign Envelope ID: CE267911-BC8F-4AA4-8AC3-85EB632F927A CFO
Silviano Velazquez
3/20/2026
Docusign Envelope ID: CE267911-BC8F-4AA4-8AC3-85EB632F927A
ORDINANCE NO. 7069
ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCAL YEAR 2025-26
BUDGET AND DECLARING THIS ORDINANCE TO BE IMMEDIATELY
EFFECTIVE AS AN APPROPRIATION MEASURE
THE CITY OF ROSEVILLE ORDAINS:
SECTION 1. The City of Roseville Annual Budget, Fiscal Year 2025-26, is hereby amended as listed on the attached budget adjustment for the Compressed Natural Gas Fleet Repair Bay project.
SECTION 2. This ordinance is hereby declared to be an appropriation measure, immediately effective pursuant to the provisions of Section 5.03 of the Charter.
SECTION 3. The City Clerk is hereby authorized and directed to post a true copy of the foregoing ordinance in each of three (3) conspicuous locations in the City and she shall immediately after such posting enter in the ordinance book, under the record of the ordinance, a certificate under her hand stating the time and place of such publication by posting.
PASSED AND ADOPTED by the Council of the City of Roseville, this day of , 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
MAYOR
ATTEST:
City Clerk
REQUEST FOR BUDGET ADJUSTMENT
Updated 11/19/2025
Please complete the cells highlighted in yellow.
REQUESTER NAME & TITLE:
PREPARER NAME & TITLE:
DEPARTMENT/DIVISION:
EXPENDITURES/EXPENSES/TRANSFERS OUT
FISCAL YEAR:
ORDINANCE: 7069
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment
DESCRIPTION
4001 6587 84001 500474 (67,800) Reallocate budget from project 500474 to 500473 4001 5433 84001 500402 (39,600) Reallocate budget from project 500402 to 500473 4001 5433 84001 500401 (22,600) Reallocate budget from project 500401 to 500473 4001 5080 84001 500473 20,000 Increase Internal Project Labor budget 4001 6587 84001 500473 110,000 Increase Capital Outlay - CIP Projects budget 6330 5080 84001 500473 10,000 Increase Internal Project Labor budget 6330 6587 84001 500473 90,000 Increase Capital Outlay - CIP Projects budget EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL 100,000
REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment
DESCRIPTION
REVENUES/TRANSFERS IN TOTAL -
NET ADJUSTMENT 100,000
FUND BALANCE
ACCOUNT STRING BUDGET ($)
Fund Account Center Project Adjustment
DESCRIPTION
6330 3601 00000 000000 (100,000) Decrease EU Waste Services Fund Balance 3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL (100,000)
Justification for Budget Adjustment:
Public Works is requesting an additional $230,000 for Project 500473 – Fleet: Construction of a Compressed Natural Gas (CNG) Fleet Repair Bay due to construction bids coming in higher than originally estimated.
To fully fund the project, existing appropriations will be reallocated from Fleet Services Fund (4001) projects where costs have come in below budget. The funding sources are as follows:
500474 – Fleet Project: Light Duty Lift Installation: $67,800 500402 – Fleet Project: Parts Room Rehabilitation: $39,600 500401 – Fleet Project: Facility Rehabilitation: $22,600 The reallocation of these funds will not impact the scope or delivery of the contributing projects.
Project 500473 is currently funded solely by the Waste Services Rehabilitation Fund. Fleet Operations funding is being added to reflect shared use of the repair bays for non-solid waste CNG heavy-duty vehicles, as needed.
The current project budget is $250,000. With this adjustment, the revised project budget will total $480,000.
Rebecca McCoy, Project Coordinator 2025-26
Daniel Leonardich, Management Analyst
Facilities Services, Public Works
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: Compressed Natural Gas (CNG) Fleet Repair Bay Project Location(s): 2005, 2025, 2075, 2080, and 2090 Hilltop Circle, Roseville, California 95678 (APNs 473-110-007, 008, 009, 010, -011, -012, -013, -014, -015, -021 -022).
Project Description: This project would retrofit and reconstruct an existing diesel repair bay at the Corporation Yard to provide a repair bay for maintaining City fleet vehicles operated by Compressed Natural Gas (CNG). The CNG repair bay would meet safety and ventilation requirements, and the project would provide path of travel and parking upgrades to ensure compliance with accessibility requirements per the Americans with Disabilities Act (ADA) standards and local building codes. There would be no expansion of use.
Public Agency Approving Project: Roseville City Council Agency/Individual Carrying Out Project: City of Roseville Finance Department Reason why this Project is Exempt: This project qualifies for a Class 1 Exemption as described in Section 15301 of the California Environmental Quality Act (CEQA) guidelines which states:
“Class 1 consists of the …minor alteration of existing public…structures, facilities, [or] mechanical equipment…involving negligible or no expansion of existing or former use… The project is located entirely within the Corporation Yard and converts an existing repair bay for dieseloperated fleet vehicles to one that can provide service for CNG-operated fleet vehicles. The project would not result in expansion of use, and no environmentally sensitive resources are located within or near the property; therefore the Class 1 exemption is applicable to the proposed project.
Lead Agency Contact Person: Tiffany Valdez, Finance Department - Purchasing, (916) 746-1109.
Signature: Date: 3/23/2026
Jessica Lynch, Environmental Coordinator,
City of Roseville
City Council
Communication
Meeting Date: 5/6/2026
Item #: VI.14
File #: 0324
Item ID: 2026-283
Title: Fire Department Incident Reporting, Electronic Record and Patient Care Management System - Contract Purchase Agreement Amendment
Contact: Jamie Pepin 916-774-5400 [email protected]
SUMMARY
Staff recommends approval of an amendment to extend for one year the existing contract purchase agreement with ImageTrend, LLC for the fire department incident reporting, electronic record and patient care management system. The current system is compliant with the National Emergency Response Information System and the National Fire Incident Reporting System, and can integrate with over 50 computer-aided dispatch system vendors, including the one currently used by the City. The total estimated cost of the amended agreement is $221,226.85, with an estimated cost of $97,943.85 for the period of January 15, 2026, to January 14, 2027.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve Amendment #1 to Contract Purchase Agreement (3004184) with ImageTrend, LLC for the Fire Department’s incident reporting, electronic record and patient care management system, and authorize the City Manager to execute it on behalf of the City of Roseville.
Additionally, staff requests authority for the City Manager or his designee to execute three (3), one (1) year renewals without further Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with the same vendor is not in the best interest of the City.
BACKGROUND
The Roseville Fire Department has statutory requirements for incident reporting, electronic record keeping and patient care management. The ImageTrend system provides the efficiencies of single entry and allows for integration with the community’s ground ambulance transport provider. ImageTrend Elite Rescue seamlessly connects patient care reporting and fire records management. The current system is NERIS and NFIRS compliant, and can integrate with over 50 CAD vendors, including the current one used by the City.
FISCAL IMPACT
The total estimated cost of the amended agreement is $221,226.85, with an estimated cost of $97,943.85 for the period of January 15, 2026, to January 14, 2027. Moving forward, the estimated annual spend for renewals may include an increase not to exceed 7% and will be contingent upon Council approval of the budget. Funding for this reporting system is included in the Fire Department's FY 2025-26 General Fund budget and will be recommended for approval in future 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 § 15060M(3) and § 15378. The contract purchase order amendment meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
6. Deliver exceptional City services
Respectfully Submitted,
Jamie Pepin, Fire Division Chief
Ryan Harrigan, Fire Chief
ATTACHMENTS:
1. Resolution 26-108
2. Amendment #1
REVIEWERS:
Jenean Alden, Fire Department Created/Initiated - 4/14/2026 Deanna Schondelmayer, Fire Department Approved - 4/15/2026 Ryan Harrigan, Fire Department Approved - 4/15/2026
Kelly Aye, City Attorney Department Approved - 4/16/2026 Katrina Six, City Clerk Department Approved - 4/16/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 4/16/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 4/20/2026 Michelle Sheidenberger, City Attorney Department Approved - 4/23/2026 Dominick Casey, City Manager Department - City Manager Approved - 4/23/2026 Katrina Six, City Clerk Department Final Approval - 4/23/2026
RESOLUTION NO. 26-108
APPROVING AMENDMENT #1 TO CONTRACT PURCHASE AGREEMENT, BY AND
BETWEEN THE CITY OF ROSEVILLE AND IMAGETREND, LLC, AND AUTHORIZING
THE CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE WHEREAS, Amendment #1 to Contract Purchase Agreement (3004184) for the Fire Department’s incident reporting, electronic record and patient care management system, by and between the City of Roseville and ImageTrend, LLC, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said amendment is hereby 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 or her 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, or until staff determines that continuing with the same vendor is not in the best interest of the City.
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 3004184
Supplier Details:
Company ImageTrend LLC
Contact Mike Tamasi
Address 1305 Corporate Center Dr Ste 500
Eagan, MN 55121
Submit your response to:
Company City of Roseville
Contact Erica Kaminski
Address Purchasing Division
311 Vernon St
Roseville, CA 95678
Phone (916) 746-1108
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: D360363B-0F0A-8111-8032-C5FAF0C94B2E
Contract Purchase Agreement 3004184
Agreement 3004184
Agreement Date 11-SEP-2024
Change Order 4
Change Order Date 15-APR-2026
Revision 4
Agreement Amount 221,266.85 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier ImageTrend LLC
1305 Corporate Center Dr Ste 500
Eagan, MN 55121
Phone:
Fax:
Email:
(916) 774-5488
(916) 784-3796
[email protected]
Phone:
Fax:
Email:
()
()
[email protected]
Description of
Labor,
equipment
and/or materials
AMENDMENT #1
CONTRACT PURCHASE AGREEMENT 3004184 ("AGREEMENT"), WHICH WAS EXECUTED ON 1/15/25, IS HEREBY MODIFIED TO EXTEND THE CONTRACT END DATE FROM 1/14/26 TO 1/14/27 AND INCREASE THE AGREEMENT AMOUNT FROM $123,323 TO $221,266.85. THE PURPOSE OF THIS MODIFICATION IS TO
ALLOW FOR ADDITIONAL ACCESS TO THE IMAGETREND ELITE AND
CONTINUUM SOFTWARE PACKAGES IN ACCORDANCE WITH THE ATTACHED IMAGETREND LLC "AMENDMENT TO CONTRACT PURCHASE AGREEMENT 3004184" AND "ATTACHMENT C-1 ORDER FORM Q-18697V3" DATED 3/26/26.
PLEASE CONTACT JENEAN ALDEN IN THE FIRE DEPARTMENT AT 916-774-5847 OR [email protected] FOR ANY QUESTIONS REGARDING THIS AGREEMENT.
*ALL OTHER PROVISIONS OF THE AGREEMENT SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT.
Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 16213 Net 30 Freight on Board at the destination Destination Best Method Start Date End Date Confirm To
15-Jan-2025 14-Jan-2027 Erica Kaminski Phone 1-916-746-1108 Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office. 2 Docusign Envelope ID: D360363B-0F0A-8111-8032-C5FAF0C94B2E
Contract Purchase Agreement 3004184
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:__________________________________________________ 3 Docusign Envelope ID: D360363B-0F0A-8111-8032-C5FAF0C94B2E CFO
4/16/2026
John Wolfenden
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Docusign Envelope ID: D360363B-0F0A-8111-8032-C5FAF0C94B2E
1/4 Business Private
AMENDMENT TO CONTRACT PURCHASE AGREEMENT 3004184
This Agreement (hereinafter referred to as this “Agreement”) is made as of the date executed by the last of the parties named below:
BETWEEN: ImageTrend, LLC, Minnesota corporation (hereinafter “Consultant”) AND: City of Roseville (hereinafter “City”).
The City and Consultant mutually agree to the following changes to the Original Contract between the City of Roseville and ImageTrend, LLC.
1. The purpose of this Amendment is for City to amend the following:
2. The term of the Original Contract is hereby extended through January 14, 2027. Upon expiration of this term, the City has three (3) twelve (12) month options to renew the Agreement under the same terms and conditions. If City does not intend to renew the Agreement, City must provide no less than sixty (60) days’ notice prior to the end of the current Subscription Term.
3. Provision Number 5 of the Original Contract shall be deleted in its entirety and replaced with the following:
5. Termination for Cause. A Party may terminate this Agreement for cause (a) upon written notice to the other Party of a material breach by the other Party if such breach remains materially uncured after thirty (30) days from the date of receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
Consultant will refund any prepaid fees covering the remainder of the Subscription Term as of the effective date of termination if this Agreement is terminated by City in accordance with this Section for Consultant’s uncured material breach.
City must pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Service Order if Consultant terminates this Agreement for City’s material breach in accordance with this Section. In no event will Consultant’s termination for cause relieve City of its obligation to pay any fees payable to Consultant for the period prior to termination.
Non-Appropriation. In the event City does not receive sufficient funds from the legislature that appropriates its budget, City will provide Consultant with written notice of such non-appropriation. In such event, the Agreement and any applicable Order Forms and Statements of Work will be terminated at the end of the then-existing Term. Consultant will be entitled to payment for Service(s) and any implementation services or Professional Services provided through the date of notification or a date determined by such legislature, whichever is later.
4. Attachment C of the Original Contract is hereby replaced with the attached Attachment C-1.
5. All other terms and conditions remain the same.
Docusign Envelope ID: D360363B-0F0A-8111-8032-C5FAF0C94B2E
2/4 Business Private
IN WITNESS WHEREOF: the undersigned parties, each having authority to bind their respective organizations, hereby agree.
Client ImageTrend
Signature:{{*Sig1_es_:signer1:signature}} Signature: {{*Sig2_es_:signer2:signature:prefill}} Print Name: {{*N1_es_:signer1:fullname}} Print Name: {{*N2_es_:signer2:fullname:prefill}} Title: {{*Ttl1_es_:signer1:title}} Title: {{*Ttl2_es_:signer2:title:prefill}} Date: {{*Dte1_es_:signer1:date}} Date: {{*Dte1_es_:signer2:date:prefill}} Docusign Envelope ID: D360363B-0F0A-8111-8032-C5FAF0C94B2E
3/4 Business Private
ATTACHMENT C-1 ORDER FORM
Prepared For: Bill To:
Jamie Pepin
City of Roseville Fire Department (CA)
Roseville, California, United States
[email protected]
City of Roseville Fire Department (CA)
316 Vernon St, Roseville, California, United States, 95678 Salesperson Quote Number Order Form
Date
Daniel Schultz
Senior Customer Success Manager
Q-18697v3 03-26-2026
Contract Effective Date Contract Term (Months)
01-15-2026 12
Description Qty Fee Type Unit Price Subscription
Start Date
Subscription
End Date Total
Continuum® EMS
Content Package
1 Recurring $7,301.68 01-15-2026 01-14-2027 $7,301.68
Continuum® 1 Recurring $16,743.36 01-15-2026 01-14-2027 $16,743.36 Standard Direct
Messaging - Hospital
1 Recurring $2,969.25 01-15-2026 01-14-2027 $2,969.25
Elite™ Site to Site
Transfers
2 Recurring $525.00 1-15-2026 1-14-2027 $1,050.00
CAD Distribution 1 Recurring $3,210.00 01-15-2026 01-14-2027 $3,210.00 Elite™ Rescue - SaaS 1 Recurring $59,367.88 01-15-2026 01-14-2027 $59,367.88 Continuum® Fire
Content Package
1 Recurring $7,301.68 01-15-2026 01-14-2027 $7,301.68
Total Net Price $97,943.85
Total Recurring: $97,943.85
Docusign Envelope ID: D360363B-0F0A-8111-8032-C5FAF0C94B2E
Business Private
Incident Volume
Category Incidents
Elite 19,000
This Order Form is subject to the terms of the Contract Purchase Agreement between City of Roseville and ImageTrend dated January 15, 2025.
This proposal is valid for 90 days from the date listed above.
Additional Terms:
• Recurring fees will be invoiced annually in advance, beginning on the Effective Date. • Payments terms are Net 30, due after receipt of an invoice. • Recurring fees will escalate in price annually by 7%. • Any terms not defined herein shall have the same meaning as defined in the Contract Purchase Agreement.
• The Subscription Term for any Services added by Customer after the beginning of the then-current Subscription Term will be coterminous with the then-current Subscription Term for existing Services.
ImageTrend
Name
Title
Signature
Date
City of Roseville Fire Department (CA)
Name
Title
Signature
Date
Docusign Envelope ID: D360363B-0F0A-8111-8032-C5FAF0C94B2E
City Council
Communication
Meeting Date: 5/6/2026
Item #: VI.15
File #: 0203-12
Item ID: 2026-315
Title: Personal Protective Equipment - Purchase Order
Contact: Jamie Pepin 916-774-5400 [email protected]
SUMMARY
Staff recommends approval of a purchase order with AllStar Fire Equipment Co., a Lion Corporation authorized reseller, for the purchase of personal protective equipment based upon the Master Price Agreement for the remainder of the initial term of four years with an optional one-year renewal term as a qualified government member of National Purchasing Partners. The total estimated cost is $800,000 for the remainder of the 48-month term of the contract, from February 26, 2026 to February 25, 2030 and $200,000 for the extension year from February 26, 2030 to February 25, 2031. The current year's funding is included in the Fire Department's FY2025-26 General Fund budget and will be recommended for approval in future year budgets.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve a purchase order with Allstar Fire Equipment Co. to obtain personal protective equipment utilizing the League of Oregon Cities contract number PS26210 through National Purchasing Partners (NPPGov).
Additionally, staff requests that the City Manager or his designee be authorized to approve an additional one (1) year renewal without further City Council approval, upon verification of the approved optional renewal year on the piggyback contract, provided that the applicable budget is approved, until the contract expires or until staff determines that continuing with this vendor is not in the City's best interest.
BACKGROUND
The Fire Department has an ongoing requirement to maintain proper personal protective equipment (PPE) for the operational staff. The PPE requirements and recommendations are outlined in the guidelines from the National Fire Protection Association and Occupational Safety Health Administration regulations. This includes a life span of ten years for structural turnout clothing. The structural turnout clothing (PPE) is used by fire and rescue personnel when fighting fires, responding to vehicles, and when incidents such as gas leaks occur. The clothing provides protection from heat, steam, blood borne pathogens, falling objects, and provides for visibility/identification. It is imperative that this equipment is in good working order at all times.
Every firefighter is assigned two sets of structural turnout clothing (PPE) to allow for cleaning, inspections, repair and if necessary replacement. As new staff are hired, new sets need to be purchased for those individuals.
FISCAL IMPACT
The total estimated cost for Fire Department personal protective equipment with AllStar Fire EquipmentLion Brand is $800,000 for the remainder of the initial 48-month term of the contract, from February 26, 2026 to February 25, 2030, and $200,000 for the extension year from February 26, 2030 to February 25, 2031. The current year's funding is included in the Fire Department's FY2025-26 General Fund budget and
will be recommended for approval in future year 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 order for firefighter equipment meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
6. Deliver exceptional City services
Respectfully Submitted,
Jamie Pepin, Fire Division Chief
Ryan Harrigan, Fire Chief
ATTACHMENTS:
1. Resolution 26-102
2. LION-Master-Price-Agreement
REVIEWERS:
Jenean Alden, Fire Department Created/Initiated - 4/10/2026 Deanna Schondelmayer, Fire Department Approved - 4/13/2026 Ryan Harrigan, Fire Department Approved - 4/13/2026
Kelly Aye, City Attorney Department Approved - 4/14/2026 Katrina Six, City Clerk Department Approved - 4/14/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 4/14/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 4/14/2026 Michelle Sheidenberger, City Attorney Department Approved - 4/23/2026 Dominick Casey, City Manager Department - City Manager Approved - 4/24/2026 Katrina Six, City Clerk Department Final Approval - 4/27/2026
RESOLUTION NO. 26-102
APPROVING A PURCHASE ORDER FOR PERSONAL PROTECTIVE EQUIPMENT
WHEREAS, a purchase order for personal protective equipment, by and between the City of Roseville and AllStar Fire Equipment Co., utilizing the League of Oregon Cities contract number PS26210 through National Purchasing Partners (NPPGov), has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said purchase order is approved.
BE IT FURTHER RESOLVED, that the City Manager or his designee is authorized to approve an additional one (1) year renewal without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this vendor is not in the best interest of the City.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
_______________________________
MAYOR
ATTEST:
__________________________
City Clerk
Contract Number: PS26210
LEAGUE OF OREGON CITIES
MASTER PRICE AGREEMENT
This Master Price Agreement is effective as of the date of the last signature below (the “Effective Date”) by and between the LEAGUE OF OREGON CITIES, an Oregon public corporation under ORS Chapter 190 (“LOC” or “Purchaser”) and LION First Responders PPE, Inc (“Vendor”).
RECITALS
WHEREAS, the Vendor is in the business of selling certain Fire Fighting Equipment, SCBA, and Protective Gear, as further described herein; and
WHEREAS, the Vendor desires to sell and the Purchaser desires to purchase certain products and related services all upon and subject to the terms and conditions set forth herein; and WHEREAS, through a solicitation for Fire Fighting Equipment, SCBA, and Protective Gear, the Vendor was awarded the opportunity to complete a Master Price Agreement with the LEAGUE OF OREGON CITIES as a result of its response to Request for Proposal No. 2555 for Fire Fighting Equipment, SCBA, and Protective Gear; and
WHEREAS, the LEAGUE OF OREGON CITIES asserts that the solicitation and Request for Proposal meet Oregon public contracting requirements (ORS 279, 279A, 279B and 279C et. seq.); and WHEREAS, Purchaser and Vendor desire to extend the terms of this Master Price Agreement to benefit other qualified government members of National Purchasing Partners, LLC dba Public Safety GPO, dba First Responder GPO, dba Law Enforcement GPO and dba NPPGov; NOW, THEREFORE, Vendor and Purchaser, intending to be legally bound, hereby agree as follows:
ARTICLE 1 – CERTAIN DEFINITIONS
1.1 “Agreement” shall mean this Master Price Agreement, including the main body of this Agreement and Attachments A-G attached hereto and by this reference incorporated herein, including Purchaser’s Request for Proposal No. 2555 (herein “RFP”) and Vendor’s Proposal submitted in response to the RFP (herein “Vendor’s Proposal”) as referenced and incorporated herein as though fully set forth (sometimes referred to collectively as the “Contract Documents”).
1.2 “Applicable Law(s)” shall mean all applicable federal, state, tribal, and local laws, statutes, ordinances, codes, rules, regulations, standards, orders and other governmental requirements of any kind.
1.3 “Employee Taxes” shall mean all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state, tribal or local law.
1.4 “Purchaser’s Destination” shall mean such delivery location(s) or destination(s) as Purchaser may prescribe from time to time.
Docusign Envelope ID: B731A01D-FCA3-492C-BFE2-9E5003B76948
1.5 “Products and Services” shall mean the products and/or services to be sold by Vendor hereunder as identified and described on Attachment A hereto and incorporated herein, as may be updated from time to time by Vendor to reflect products and/or services offered by Vendor generally to its customers.
1.6 “Purchase Order” shall mean any authorized written order for Products and Services sent by Purchaser to Vendor via mail, courier, overnight delivery service, email, fax and/or other mode of transmission as Purchaser and Vendor may from time to time agree.
1.7 “Unemployment Insurance” shall mean the contribution required of Vendor, as an employer, in respect of, and measured by, the wages of its employees (or subcontractors) as required by any applicable federal, state or local unemployment insurance law or regulation.
1.8 “National Purchasing Partners” or “(NPP)” is a subsidiary of two nonprofit health care systems.
The Government Division of NPP, hereinafter referred to as “NPPGov”, provides group purchasing marketing and administrative support for governmental entities within the membership. NPPGov’s membership includes participating public entities across North America.
1.9 “Lead Contracting Agency” shall mean the LEAGUE OF OREGON CITIES, which is the governmental entity that issued the Request for Proposal and awarded this resulting Master Price Agreement.
1.10 “Participating Agencies” shall mean members of National Purchasing Partners for which Vendor has agreed to extend the terms of this Master Price Agreement pursuant to Article 2.6 and Attachment C herein. For purposes of cooperative procurement, “Participating Agency” shall be considered “Purchaser” under the terms of this Agreement.
1.11 “Party” and “Parties” shall mean the Purchaser and Vendor individually and collectively as applicable.
ARTICLE 2 – AGREEMENT TO SELL
2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement.
2.2 Vendor may add additional products and services to the contract provided that any additions reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to the percentage discount for other similar products. Vendor may provide a web-link with current product listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement.
Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products may be added to avoid competitive procurement requirements. LOC may reject any additions without cause.
2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to meet the Purchaser or Vendor contract requirements.
Docusign Envelope ID: B731A01D-FCA3-492C-BFE2-9E5003B76948
2.4 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting Agency shall have no obligation to order or purchase any Products and Services hereunder and the placement of any Purchase Order shall be in the sole discretion of the Participating Agencies. This Agreement is not exclusive. Vendor expressly acknowledges and agrees that Purchaser may purchase at its sole discretion, Products and Services that are identical or similar to the Products and Services described in this Agreement from any third party.
2.5 In case of any conflict or inconsistency between any of the Contract Documents, the documents shall prevail and apply in the following order of priority:
(i) This Agreement;
(ii) The RFP;
(iii) Vendor’s Proposal;
2.6 Extension of contract terms to Participating Agencies:
2.6.1 Vendor agrees to extend the same terms, covenants and conditions available to Purchaser under this Agreement to Participating Agencies, that have executed an Intergovernmental Cooperative Purchasing Agreement (“IGA”) as may be required by each Participating Agency’s local laws and regulations, in accordance with Attachment C. Each Participating Agency will be exclusively responsible for and deal directly with Vendor on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment for Products and Services in accordance with the terms and conditions of this Agreement as if it were “Purchaser” hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly between them under and in accordance with the laws of the State in which the Participating Agency exists.
Pursuant to the IGA, the Lead Contracting Agency shall not incur any liability as a result of the access and utilization of this Agreement by other Participating Agencies.
2.6.2 This Solicitation meets the public contracting requirements of the Lead Contracting Agency and may not be appropriate under or meet Participating Agencies’ procurement laws. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local, tribal, and state solicitation requirements.
2.6.3 Vendor acknowledges execution of the Vendor Administration Fee Agreement, Contract Number VA26210, with NPPGov, pursuant to the terms of the RFP.
2.7 Oregon Public Agencies are prohibited from use of Products and Services offered under this Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the Department of Administrative Service’s Procurement List (“Procurement List”) pursuant to ORS 279.835-.855.
See www.OregonRehabilitation.org/qrf for more information. Vendor shall not sell products and services identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies within the state of Oregon.
ARTICLE 3 – TERM AND TERMINATION
3.1 The initial contract term shall be for four (4) calendar years from the Effective Date of this Agreement (“Initial Term”). Upon termination of the original four (4) year term, this Agreement shall automatically extend for a one (1) year period; (“Renewal Term”); provided, however, that the Lead Contracting Agency and/or the Vendor may opt to decline extension of the MPA by providing notification in writing at least thirty (30) calendar days prior to the annual automatic extension anniversary of the Initial Term.
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3.2 Either Vendor or the Lead Contracting Agency may terminate this Agreement by written notice to the other party if the other Party breaches any of its obligations hereunder and fails to remedy the breach within thirty (30) days after receiving written notice of such breach from the non-breaching party.
ARTICLE 4 – PRICING, INVOICES, PAYMENT AND DELIVERY
4.1 Purchaser shall pay Vendor for all Products and Services ordered and delivered in compliance with the terms and conditions of this Agreement at the pricing specified for each such Product and Service on Attachment A, including shipping. Unless Attachment A expressly provides otherwise, the pricing schedule set forth on Attachment A hereto shall remain fixed for the Initial Term of this Agreement; provided that manufacturer pricing is not guaranteed and may be adjusted based on the next manufacturer price increase.
Pricing contained in Attachment A shall be extended to all NPPGov, Public Safety GPO, First Responder GPO and Law Enforcement GPO members upon execution of the IGA.
4.2 Vendor shall submit original invoices to Purchaser in form and substance and format reasonably acceptable to Purchaser. All invoices must reference the Purchaser’s Purchase Order number, contain an itemization of amounts for Products and Services purchased during the applicable invoice period and any other information reasonably requested by Purchaser, and must otherwise comply with the provisions of this Agreement. Invoices shall be addressed as directed by Purchaser.
4.3 Unless otherwise specified, Purchaser is responsible for any and all applicable sales taxes.
Attachment A or Vendor’s Proposal (Attachment E) shall specify any and all other taxes and duties of any kind which Purchaser is required to pay with respect to the sale of Products and Services covered by this Agreement and all charges for packing, packaging and loading.
4.4 Except as specifically set forth on Attachments A and G, Purchaser shall not be responsible for any additional costs or expenses of any nature incurred by Vendor in connection with the Products and Services, including without limitation travel expenses, clerical or administrative personnel, long distance telephone charges, etc. (“Incidental Expenses”).
4.5 Price reductions or discount increases may be offered at any time during the contract term and shall become effective upon notice of acceptance from Purchaser.
4.6 Notwithstanding any other agreement of the Parties as to the payment of shipping/delivery costs, and subject to Attachments A, E, and G herein, Vendor shall offer delivery and/or shipping costs prepaid FOB Destination. If there are handling fees, these also shall be included in the pricing.
4.7 Unless otherwise directed by Purchaser for expedited orders, Vendor shall utilize such common carrier for the delivery of Products and Services as Vendor may select; provided, however, that for expedited orders Vendor shall obtain delivery services hereunder at rates and terms not less favorable than those paid by Vendor for its own account or for the account of any other similarly situated customer of Vendor.
4.8 Vendor shall have the risk of loss of or damage to any Products until delivery to Purchaser.
Purchaser shall have the risk of loss of or damage to the Products after delivery to Purchaser. Title to Products shall not transfer until the Products have been delivered to and accepted by Purchaser at Purchaser’s Destination.
ARTICLE 5 – INSURANCE
5.1 During the term of this Agreement, Vendor shall maintain at its own cost and expense (and shall cause any subcontractor to maintain) insurance policies providing insurance of the kind and in the amounts Docusign Envelope ID: B731A01D-FCA3-492C-BFE2-9E5003B76948
generally carried by reasonably prudent manufacturers in the industry, with one or more reputable insurance companies licensed to do business in Oregon and any other state or jurisdiction where Products and Services are sold hereunder. Such certificates of insurance shall be made available to the Lead Contracting Agency upon 48 hours’ notice. BY SIGNING THE AGREEMENT PAGE THE VENDOR AGREES TO THIS
REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF THIS MASTER PRICE AGREEMENT.
5.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of this Agreement is satisfactorily completed and formally accepted.
Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the Lead Contracting Agency. The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to the Lead Contracting Agency under such policies. Vendor shall be solely responsible for the deductible and/or self-insured retention and the Lead Contracting Agency, at its option, may require Vendor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit.
5.3 Vendor shall carry Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Vendor’s employees engaged in the performance of the work or services, as well as Employer’s Liability insurance. Vendor waives all rights against the Lead Contracting Agency and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Vendor pursuant to this Agreement.
5.4 Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty days (30 days) prior written notice to the Lead Contracting Agency.
5.5 Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Purchaser and other additional insureds for losses paid under the insurance policies required by this Agreement. The waiver must apply to all deductibles and/or self-insured retentions applicable to the necessary insurance that the Vendor maintains.
ARTICLE 6 – INDEMNIFICATION AND HOLD HARMLESS
6.1 Vendor agrees that it shall indemnify, defend and hold harmless Lead Contracting Agency, its respective officials, directors, employees, members and agents (collectively, the “Indemnitees”), from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without limitation, reasonable attorney’s fees), suffered directly or indirectly by any of the Indemnitees to the extent of, or arising out of, (i) any breach of any covenant, representation or warranty made by Vendor in this Agreement, (ii) any failure by Vendor to perform or fulfill any of its obligations, covenants or agreements set forth in this Agreement, (iii) the negligence or intentional misconduct of Vendor, any subcontractor of Vendor, or any of their respective employees or agents, (iv) any failure of Vendor, its subcontractors, or their respective employees to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third party relating in any way to the obligations of Vendor under this Agreement or Vendor’s performance under this Agreement, (vi) any Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the Products and Services or any part thereof infringe any third party’s U.S. patent, copyright, trademark, trade secret or other intellectual property interest. Such obligation to indemnify shall not apply where the damage, claim, loss, expense, cost, obligation or liability is due to the breach of this Agreement by, or negligence or willful misconduct of, Lead Contracting Agency or its officials, directors, employees, agents or contractors.
The amount and type of insurance coverage requirements set forth herein will in no way be construed as Docusign Envelope ID: B731A01D-FCA3-492C-BFE2-9E5003B76948
limiting the scope of the indemnity in this paragraph. The indemnity obligations of Vendor under this Article shall survive the expiration or termination of this Agreement for two years.
6.2 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS
OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.3 The same terms, conditions and pricing of this Agreement may be extended to government members of National Purchasing Partners, LLC. In the event the terms of this Agreement are extended to other government members, each government member (procuring party) shall be solely responsible for the ordering of Products and Services under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a procuring party, and the procuring party shall hold nonprocuring parties or unrelated purchasing parties harmless from any liability that may arise from action or inaction of the procuring party.
ARTICLE 7 – WARRANTIES
Purchaser shall refer to Vendor’s Proposal for all Vendor and manufacturer express warranties, as well as those warranties provided under Attachment B herein.
ARTICLE 8 - INSPECTION AND REJECTION
8.1 Purchaser shall have the right to inspect and test Products at any time prior to shipment, and within a reasonable time after delivery to the Purchaser’s Destination. Products not inspected within a reasonable time after delivery shall be deemed accepted by Purchaser. The payment for Products shall in no way impair the right of Purchaser to reject nonconforming Products, or to avail itself of any other remedies to which it may be entitled.
8.2 If any of the Products are found at any time to be defective in material or workmanship, damaged, or otherwise not in conformity with the requirements of this Agreement or any applicable Purchase Order, as its exclusive remedy, Purchaser may at its option and at Vendor’s sole cost and expense, elect either to (i) return any damaged, non-conforming or defective Products to Vendor for correction or replacement, or (ii) require Vendor to inspect the Products and remove or replace damaged, non-conforming or defective Products with conforming Products. If Purchaser elects option (ii) in the preceding sentence and Vendor fails promptly to make the necessary inspection, removal and replacement, Purchaser, at its option, may inspect the Products and Vendor shall bear the cost thereof. Payment by Purchaser of any invoice shall not constitute acceptance of the Products covered by such invoice, and acceptance by Purchaser shall not relieve Vendor of its warranties or other obligations under this Agreement.
8.3 The provisions of this Article shall survive the expiration or termination of this Agreement.
ARTICLE 9 – SUBSTITUTIONS
Except as otherwise permitted hereunder, Vendor may not make any substitutions of Products, or any portion thereof, of any kind without the prior written consent of Purchaser.
ARTICLE 10 - COMPLIANCE WITH LAWS
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10.1 Vendor agrees to comply with all Applicable Laws and at Vendor’s expense, secure and maintain in full force during the term of this Agreement, all licenses, permits, approvals, authorizations, registrations and certificates, if any, required by Applicable Laws in connection with the performance of its obligations hereunder. At Purchaser’s request, Vendor shall provide to Purchaser copies of any or all such licenses, permits, approvals, authorizations, registrations and certificates.
10.2 Purchaser has taken all required governmental action to authorize its execution of this Agreement and there is no governmental or legal impediment against Purchaser’s execution of this Agreement or performance of its obligations hereunder.
10.3 When a Participating Agency procures Products and Services under this Agreement using United States federal funds, including but not limited to federal grants or FEMA funding, the procurement shall be subject to the terms and conditions set forth in Attachment D – Requirements for Procurements Utilizing Federal Funds and Grants, which is incorporated herein by reference. The Vendor shall comply with all applicable federal laws, regulations, and requirements outlined in Attachment D, including but not limited to those specified in 2 C.F.R. § 200, as amended, and any additional stipulations based on the source of funding. All references to “federal” in this section and Attachment D pertain exclusively to the United States federal government.
10.4 When a Participating Agency accesses Vendor’s Products and Services with United States federal funds, Vendor shall comply with the provisions set forth in Attachment D – Provisions for Non-United States Federal Entity Procurements Under United States Federal Awards or Other Awards, which is incorporated herein by reference.
ARTICLE 11 – PUBLICITY / CONFIDENTIALITY
11.1 No news releases, public announcements, advertising materials, or confirmation of same, concerning any part of this Agreement or any Purchase Order issued hereunder shall be issued or made without the prior written approval of the Parties. Neither Party shall in any advertising, sales materials or in any other way use any of the names or logos of the other Party without the prior written approval of the other Party.
11.2 Any knowledge or information which Vendor or any of its affiliates shall have disclosed or may hereafter disclose to Purchaser, and which in any way relates to the Products and Services covered by this Agreement shall not, unless otherwise designated by Vendor, be deemed to be confidential or proprietary information, and shall be acquired by Purchaser, free from any restrictions, as part of the consideration for this Agreement.
ARTICLE 12 - RIGHT TO AUDIT
Subject to Vendor’s reasonable security and confidentiality procedures, Purchaser, or any third party retained by Purchaser, may at any time upon prior reasonable notice to Vendor, during normal business hours, audit the books, records and accounts of Vendor to the extent that such books, records and accounts pertain to sale of any Products and Services hereunder or otherwise relate to the performance of this Agreement by Vendor. Vendor shall maintain all such books, records and accounts for a period of at least three (3) years after the date of expiration or termination of this Agreement. The Purchaser’s right to audit under this Article 12 and Purchaser’s rights hereunder shall survive the expiration or termination of this Agreement for a period of three (3) years after the date of such expiration or termination.
ARTICLE 13 - REMEDIES
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Except as otherwise provided herein, any right or remedy of Vendor or Purchaser set forth in this Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser shall have all rights and remedies under Applicable Law, including without limitation, equitable relief. The provisions of this Article shall survive the expiration or termination of this Agreement.
ARTICLE 14 - RELATIONSHIP OF PARTIES
Vendor is an independent contractor and is not an agent, servant, employee, legal representative, partner or joint venture of Purchaser. Nothing herein shall be deemed or construed as creating a joint venture or partnership between Vendor and Purchaser. Neither Party has the power or authority to bind or commit the other.
ARTICLE 15 - NOTICES
All notices required or permitted to be given or made in this Agreement shall be in writing. Such notice(s) shall be deemed to be duly given or made if delivered by hand, by certified or registered mail or by nationally recognized overnight courier to the address specified below:
If to Lead Contracting Agency:
LEAGUE OF OREGON CITIES
1201 Court St. NE
Suite 200
Salem OR 97301
ATTN: Kevin Toon
Email: [email protected]
If to Vendor:
LION First Responders PPE, Inc
7200 Poe Avenue
Dayton, OH 45385
ATTN: Melissa Kirk
Email: [email protected]
Either Party may change its notice address by giving the other Party written notice of such change in the manner specified above.
ARTICLE 16 - FORCE MAJEURE
Except for Purchaser’s obligation to pay for Products and Services delivered, delay in performance or non-performance of any obligation contained herein shall be excused to the extent such failure or nonperformance is caused by force majeure. For purposes of this Agreement, “force majeure” shall mean any cause or agency preventing performance of an obligation which is beyond the reasonable control of either Party hereto, including without limitation, fire, flood, sabotage, shipwreck, embargo, strike, explosion, labor trouble, accident, riot, acts of governmental authority (including, without limitation, acts based on laws or regulations now in existence as well as those enacted in the future), acts of nature, and delays or failure in obtaining raw materials, supplies or transportation. A Party affected by force majeure shall promptly provide notice to the other, explaining the nature and expected duration thereof, and shall act diligently to remedy the interruption or delay if it is reasonably capable of being remedied. In the event of a force majeure situation, Docusign Envelope ID: B731A01D-FCA3-492C-BFE2-9E5003B76948
deliveries or acceptance of deliveries that have been suspended shall not be required to be made upon the resumption of performance.
ARTICLE 17 - WAIVER
No delay or failure by either Party to exercise any right, remedy or power herein shall impair such Party’s right to exercise such right, remedy or power or be construed to be a waiver of any default or an acquiescence therein; and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise thereof or the exercise of any other right, remedy or power. No waiver hereunder shall be valid unless set forth in writing executed by the waiving Party and then only to the extent expressly set forth in such writing.
ARTICLE 18 - PARTIES BOUND; ASSIGNMENT
This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns of the Parties hereto, but it may not be assigned in whole or in part by Vendor without prior written notice to Purchaser which shall not be unreasonably withheld or delayed.
ARTICLE 19 - SURVIVABILITY/PARTICIPATING AGENCY DISCRETIONARY EXTENSION Provided the laws of the jurisdiction of the Participating Agency permit survivability of the contract term through a mutually agreed upon extension of the agreement between the Participating Agency and the Vendor beyond the term of the publicly awarded Agreement, to be determined and confirmed by the Participating Agency at its sole discretion, all applicable agreements and warranties that were entered into between Vendor and the Participating Agency under the terms and conditions of the Agreement shall survive the expiration or termination of the Agreement if mutually agreed upon between the Vendor and the Participating Agency. All purchase orders issued and accepted by Vendor shall survive expiration or termination of the Agreement for the term of the purchase order or subscription, unless the Participating Agency terminates the purchase order sooner. However, regardless of the term of the purchase order or subscription, no purchase order shall survive the expiration or termination of the Agreement unless the Participating Agency makes an express finding and justification for the longer term as mutually agreed upon by the Participating Agency and Vendor.
The finding and justification must either be included in the purchase order or referenced in the purchase order and maintained in the Participating Agency’s procurement record. Contract maintenance and adjustments contemplated after the maturity date of the Lead Public Agency cooperative procurement contract, and prior to the expiration date of the Purchase Order or subscription, shall be individually negotiated directly between the awarded Vendor and the Participating Agency identified in that Purchase Order or subscription. Rights and obligations under this Agreement which by their nature should survive, including, but not limited to, the administrative fee provided in the Vendor Administrative Agreement and any and all payment obligations invoiced prior to the termination or expiration hereof, obligations of confidentiality, and indemnification will remain in effect after termination or expiration hereof.
ARTICLE 20 - SEVERABILITY
To the extent possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under Applicable Law. If any provision of this Agreement is declared invalid or unenforceable, by judicial determination or otherwise, such provision shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties shall be construed and enforced accordingly.
ARTICLE 21 - INCORPORATION; ENTIRE AGREEMENT
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21.1 All the provisions of the Attachments hereto are hereby incorporated herein and made a part of this Agreement. In the event of any apparent conflict between any provision set forth in the main body of this Agreement and any provision set forth in the Attachments, including the RFP and/or Vendor’s Proposal, the provisions shall be interpreted, to the extent possible, as if they do not conflict. If such an interpretation is not possible, the provisions set forth in the main body of this Agreement shall control.
21.2 This Agreement (including Attachments and Contract Documents hereto) constitutes the entire Agreement of the Parties relating to the subject matter hereof and supersedes any and all prior written and oral agreements or understandings relating to such subject matter.
ARTICLE 22 - HEADINGS
Headings used in this Agreement are for convenience of reference only and shall in no way be used to construe or limit the provisions set forth in this Agreement.
ARTICLE 23 - MODIFICATIONS
This Agreement may be modified or amended only in writing executed by Vendor and the Lead Contracting Agency. The Lead Contracting Agency and each Participating Agency contracting hereunder acknowledge and agree that any agreement entered into in connection with any Purchase Order hereunder shall constitute a modification of this Agreement as between the Vendor and the Participating Agency. Any modification of this Agreement as between Vendor and any Participating Agency shall not be deemed a modification of this Agreement for the benefit of the Lead Contracting Agency or any other Participating Agency.
ARTICLE 24 - GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon or in the case of a Participating Agency’s use of this Agreement, the laws of the State in which the Participating Agency exists, without regard to its choice of law provisions. [Signature page to follow]
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ARTICLE 25 - COUNTERPARTS
This Agreement may be executed in counterparts all of which together shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year last written below.
PURCHASER:
Signature: ____________________________________
Printed Name:
Title: ____________________________________________
League of Oregon Cities
Dated: ____________________________
VENDOR:
Signature: ______________________________
Printed Name:
Title: _____________________________
LION First Responders PPE, Inc
Dated: ____________________________
Adam Hall
Sr. Vice President, Sales & Marketing
2/26/2026
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Patricia M. Mulvihill
Executive Director
ATTACHMENT A
to Master Price Agreement by and between VENDOR and PURCHASER.
PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES
Firefighting Equipment and
Protective Gear Product Category Percentage (%) ofList Price Firefighting Equipment Turnout Gear 35%
Firefighting Equipment
RescueWear
Versa Pro/Versa Pro Plus/Wildland
Fire Fighting Gear
MedPro
15%
Firefighting Equipment
Emergency Medical Response
TR51
Urban Search and Rescue,
Emergency Medical Operations
Protective Ensembles
Uniforms
35%
Firefighting Equipment CBRN 15%
Firefighting Equipment Helmets 35%
Firefighting Equipment Gloves 10%
Firefighting Equipment Footwear 20%
Firefighting Equipment Particulate Blocking Hoods 15%
Firefighting Equipment Accessories Turnout Only 35%
Maintenance, Service and Testing Care and Maintenance 20% Other Other Firefighting and Firefighter
Equipment 3%
Pricing contained in this Attachment A shall be extended to all NPPGov members upon execution of the Intergovernmental Agreement.
Participating Agencies may purchase from Vendor’s authorized dealers and distributors, as applicable, provided the pricing and terms of this Agreement are extended to Participating Agencies by such dealers and distributors. Vendor’s authorized dealers and distributors, as applicable, can be found at https://www.lionprotects.com/find-a-sales-rep, and may be updated from time to time. [A current list may be obtained from Vendor.]
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ATTACHMENT B
to Master Price Agreement by and between VENDOR and PURCHASER.
ADDITIONAL SELLER WARRANTIES
To the extent possible, Vendor will make available all warranties from third party manufacturers of Products not manufactured by Vendor, as well as any warranties identified in this Agreement and Vendor’s Proposal.
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ATTACHMENT C
to Master Price Agreement by and between VENDOR and PURCHASER.
PARTICIPATING AGENCIES
The Lead Contracting Agency in cooperation with National Purchasing Partners (NPPGov) entered into this Agreement on behalf of other government agencies that desire to access this Agreement to purchase Products and Services. Vendor must work directly with any Participating Agency concerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing, and payment. The Lead Contracting Agency shall not be held liable for any costs, damages, etc., incurred by any Participating Agency.
Any subsequent contract entered into between Vendor and any Participating Agency shall be construed to be in accordance with and governed by the laws of the State in which the Participating Agency exists. Each Participating Agency is directed to execute an Intergovernmental Cooperative Purchasing Agreement (“IGA”), as set forth on the NPPGov web site, www.nppgov.com. The IGA allows the Participating Agency to purchase Products and Services from the Vendor in accordance with each Participating Agency’s legal requirements as if it were the “Purchaser” hereunder.
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ATTACHMENT D
to Master Price Agreement by and between VENDOR and PURCHASER.
REQUIREMENTS FOR PROCUREMENTS UTILIZING FEDERAL FUNDS AND GRANTS Summary of Key Provisions for Participating Agencies Utilizing U.S. Federal Funds Participating Agencies acquiring goods or services through this contract using United States federal grants or FEMA funding are subject to specific requirements, including those outlined in 2 C.F.R. § 200.
Additional stipulations may apply based on the source of funding. For reference, “federal” pertains exclusively to the United States federal government.
The following provisions are applicable solely when a Participating Agency procures Vendor equipment, products, or services with United States federal funds:
A. Equal Employment Opportunity
Contracts classified as “federally assisted construction contracts” under 41 C.F.R. § 60-1.3 must incorporate the Equal Opportunity clause pursuant to 41 C.F.R. § 60-1.4(b), ensuring compliance with Executive Order 11246 (as amended) and relevant Department of Labor regulations. This provision is included by reference.
B. Davis-Bacon Act, as Amended (40 U.S.C. § 3141-3148)
Prime construction contracts exceeding $2,000 require adherence to the Davis-Bacon Act and related Department of Labor regulations (29 C.F.R. § 5). Contractors must pay at least the prevailing wage determined by the Secretary of Labor, with weekly payments mandated. Each solicitation must feature the current wage determination, and any violations must be reported to the awarding agency.
Compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145; 29 C.F.R. § 3) is also required.
C. Contract Work Hours and Safety Standards Act (40 U.S.C. § 3701-3708) Contracts exceeding $100,000 involving mechanics or laborers must comply with 40 U.S.C. §§ 3702 and 3704, and 29 C.F.R. § 5. Wages must reflect a standard 40-hour work week, with overtime compensated at no less than one and a half times the basic rate. Workers must not be subjected to hazardous or unsafe conditions. These rules exclude supply purchases and transportation contracts.
The Vendor confirms compliance throughout the contract duration.
D. Rights to Inventions Made Under a Contract or Agreement If the federal award qualifies as a “funding agreement” per 37 C.F.R. § 401.2(a), recipients contracting with small businesses or nonprofit organizations for research must observe 37 C.F.R. § 401 and associated regulations.
E. Clean Air Act and Federal Water Pollution Control Act For contracts and subgrants exceeding $150,000, full compliance with the Clean Air Act (42 U.S.C. § 7401–7671Q) and Federal Water Pollution Control Act (33 U.S.C. § 1251–1387) is mandatory. Any violations should be reported to both the awarding agency and the EPA. Vendors certify their compliance.
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F. Debarment and Suspension (Executive Orders 12549 and 12689) No contract shall be awarded to entities listed in the System for Award Management (SAM) exclusions under 2 C.F.R. § 180 and Executive Orders 12549 and 12689. Vendors confirm they are neither debarred nor excluded by any federal agency.
G. Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352)
Vendors must submit requisite certifications and refrain from utilizing federal funds to influence government officials in relation to contracts, grants, or awards. All lobbying with non-federal funds must be disclosed and communicated across all tiers. Vendors agree to adhere strictly to the Byrd AntiLobbying Amendment.
H. Record Retention Requirements
Vendors shall retain records in accordance with 2 C.F.R. § 200.333 for three years beyond final report submission and until all matters have been resolved.
I. Energy Policy and Conservation Act Compliance
Where relevant, Vendors must comply with mandatory energy efficiency standards detailed in the state energy conservation plan under the Energy Policy and Conservation Act.
J. Buy American Provisions Compliance
When applicable, Vendors must comply with the Buy American Act and ensure purchases adhere to procurement rules that require free and open competition.
K. Access to Records (2 C.F.R. § 200.336)
Vendors grant authorized representatives of federal agencies access to pertinent books, documents, papers, and records for audits, examinations, excerpts, and transcriptions, as well as personnel interviews relating to such records.
L. Procurement of Recovered Materials (2 C.F.R. § 200.322) Non-federal entities that are state agencies or political subdivisions and their contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. This includes procuring items designated in EPA guidelines (40 C.F.R. § 247) containing the highest practical percentage of recovered materials, maximizing energy and resource recovery for solid waste management, and establishing affirmative procurement programs for recovered materials as specified by EPA.
Entities utilizing United States federal grant or FEMA funds for procurement may be subject to further requirements, including those under 2 C.F.R. § 200, with all references to “federal” denoting the United States federal government.
Entities using U.S. federal grant or FEMA funds for procurement may be subject to additional requirements under 2 C.F.R. § 200. All references to “federal” are specific to the United States federal government.
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ATTACHMENT E
to Master Price Agreement by and between VENDOR and PURCHASER.
Vendor’s Proposal
(The Vendor’s Proposal is not attached hereto.)
(The Vendor’s Proposal is incorporated by reference herein.) Docusign Envelope ID: B731A01D-FCA3-492C-BFE2-9E5003B76948
ATTACHMENT F
to Master Price Agreement by and between VENDOR and PURCHASER.
Purchaser’s Request for Proposal
(The Purchaser’s Request for Proposal is not attached hereto.) (The Purchaser’s Request for Proposal is incorporated by reference herein.) Docusign Envelope ID: B731A01D-FCA3-492C-BFE2-9E5003B76948
ATTACHMENT G
to Master Price Agreement by and between VENDOR and PURCHASER.
ADDITIONAL VENDOR TERMS OF PURCHASE, IF ANY.
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LION CBRN Price List www.lionprotects.com — 7
RETAIL PRICE LIST
Effective June 16, 2025
Price subject to change without prior notice
2025 LION Customer Policies — Terms/Warranty
These are the General Terms and Conditions of Sale and Delivery (“General Terms”) of Lion First Responder PPE, Inc., with its place of business at 7200 Poe Avenue, Suite #400, Dayton, OH 45414, and companies or enterprises affiliated therewith (hereinafter jointly referred to as “Seller”).
1. APPLICABILITY
a. These General Terms and Conditions of Delivery and Services apply to all offers, services, deliveries and agreements for the sale of uniforms and personal protective equipment (“PPE”) (all the foregoing hereinafter referred to as “Products”) contracted as such with Seller. b. These General Terms may only be departed from if Seller expressly states or acknowledges this in writing. c. Other general terms and conditions, including but not limited to the terms and conditions of any counterparty (including but not limited to buyers or commissioning parties, that Seller has concluded an agreement with or is in negotiation of concluding any agreement) (all hereinafter to be referred to as “Buyer”), shall, where not in accordance with these General Terms, be explicitly rejected. Such other general terms and conditions shall only apply if and insofar as explicitly confirmed by Seller in a separate document. These terms and conditions supersede any prior or contemporaneous agreement or correspondence between the parties. Acceptance of these General Terms (including all provisions hereto), is a key stipulation of Seller, and forms an integral part of its offer.
2. OFFERS, CONTRACTS & CHANGES
a. Unless otherwise stated, Prices listed are suggested retail list and do not include individual distributor discounts, which may vary across product lines. b. Unless the offer stipulates a period for acceptance, all offers are non-binding. In all offers, prices stated do not include any state, local or federal governmental taxes, duties and/or customs charges unless specifically stated. Up to one (1) week after acceptance of a non-binding offer, Seller may withdraw the offer. A non-binding offer remains valid for a maximum period of thirty (30) days, unless explicitly stated otherwise in the offer. c. The agreement is contracted as soon as Buyer’s full and unconditional acceptance of the offer has been received by Seller. This acceptance implies that the Buyer consents to the applicability of these General Terms and, insofar as necessary, waives the declaration of applicability of the Buyer’s own general terms and conditions of purchase (or of whatever kind). d. Seller is only bound by offers and contracts produced and/or concluded by representatives, commercial agents or intermediaries after a written order confirmation by Seller. e. Information and data provided by the Buyer to Seller for the purposes of the agreement contracted, such as drawings, etc., will be assumed by Seller to be correct, and Seller will base its offer on such information. Seller is not responsible, and bears no responsibility, for specifications or designs developed and supplied by Buyer and/or information, drawings, etc. supplied by the Buyer as referred to in the preceding sentence, regardless of whether Seller has advised the Buyer thereon. This applies accordingly to parts and materials that the Buyer makes available or prescribes to Seller.
f. In reading the measures, sizes, weights, colors and technical data contained in the offers, the Buyer agrees to allow for minor discrepancies which do not exceed the normal limits. g. All orders are subject to credit department approval. h. Delivery, minimums and surcharges of the Products may apply and will vary according to the product line; all such variations will be stated in proposals, quotes or bid documents. i. Possession of a price list of Seller does not constitute an offer to sell. j. For all turnout gear, a One Hundred and Twenty-Five U.S. Dollar ($125) (list) minimum order surcharge may apply to special cuts or special production runs and to custom sizes or over-sizes outside Seller’s standard sizing (see appropriate sizing charts). On non-turnout Products, a ten percent (10%) minimum surcharge may apply to special cuts or special production runs and to custom sizes or over-sizes outside Seller’s standard sizing (see appropriate sizing charts). k. Seller is entitled to adjust offered or agreed prices if there is a material change in circumstances outside of the control of the Seller, including but not limited to material increases in the costs of labor, materials, transportation or duties, discovered after the offer is made by the Seller or the agreement made by the parties, but before the performance by the Seller.
3. DELIVERY & RISK OF LOSS
a. For PPE Products, freight term for domestic orders delivered within the 48 contiguous U.S. states is F.O.B. Destination unless otherwise stated on quote. b. Contact Seller for terms and conditions of sale for International, Alaskan/Hawaiian or other non-continental U.S. destinations. c. No C.O.D. orders.
d. Unless expressly agreed otherwise, stated delivery times are approximate only and shall not be regarded as contractual deadlines. In the event of late delivery, the Buyer must give Seller due notice before Seller can be in default.
e. Seller reserves the right to ship partial orders unless complete shipment is stated on the order. f. Rush orders for custom make-to-order Products are subject to a twenty percent (20%) rush fee. g. The delivery period commences on the date on which Seller has confirmed the order to the Buyer, or otherwise on the date agreed by the parties in writing. h. Seller is authorized to determine the method of transport. i. The Products shall be delivered by Seller in the packaging it deems appropriate. If the Buyer prescribes different packaging, Seller is entitled to invoice the Buyer separately for the cost of such packaging.
j. Seller is entitled to have deliveries made or services performed by third parties. k. Documentation provided by third party carriers shall be conclusive evidence of proof of delivery and Buyer assumes risk of loss after delivery by carrier to designated destination, and Buyer shall be responsible for insuring Product after delivery.
4. PAYMENT & TRANSFER OF OWNERSHIP
a. All orders for make-to stock Products are subject to a handling charge of Four and 25/100 U.S. Dollars ($4.25). All orders amounting to less than Fifty U.S. Dollars ($50.00) will be subject to a handling charge of Fifteen U.S. Dollars ($15.00). b. All payments must be made within thirty (30) days after the date of invoice, unless any other payment term is explicitly agreed in writing (the “Payment Date”). Payment must be made without any deduction or offsetting, at the offices of Seller or by means of transfer to a bank account stipulated by Seller. c. Seller retains full (and sole) ownership of the Products until such time as the due purchase sum, including any statutory interest, and collection costs, has been paid in full and received by Seller, even if the Products have meanwhile been processed or incorporated into other Products. d. If the Buyer does not pay by the Payment Date, it shall be deemed to be legally in default without the requirement of any warning or notice of default. e. For amounts owed after the Payment Date, Buyer shall pay two percent (2%) interest, or the maximum statutory rate, whichever is greater, as well as legal and other costs incurred in order to secure the performance of the contract, unless otherwise determined by a court judgment. f. Buyer shall be liable for collection costs on unpaid sums, which shall amount to the greater of fifteen percent (15%) of the outstanding sum or Three Hundred U.S. Dollars ($300.00). continued on next page
2025 LION CUSTOMER POLICIES — TERMS AND CONDITIONS OF DOMESTIC SALE, 48 CONTIGUOUS STATES Docusign Envelope ID: B731A01D-FCA3-492C-BFE2-9E5003B76948
LION CBRN Price List www.lionprotects.com — 8
RETAIL PRICE LIST
Effective June 16, 2025
Price subject to change without prior notice
2025 LION Customer Policies — Terms/Warranty (Continued) g. As long as the ownership of the Products delivered has not been transferred to the Buyer: (i) the Buyer is not permitted to transfer the ownership of the Products delivered, to encumber these Products with real rights or rights under the law of obligations, or to alienate them under any title whatsoever except agreed in writing; (ii) the Buyer is obliged to observe due care in maintaining custody of the Products and to hold them as the identifiable property of Seller (any marks or signs of Seller applied in, on or to the Products delivered must remain clearly visible; and (iii) the Buyer is obliged to store Products delivered that are defined exclusively by type and weight separately and ensure that they are clearly identifiable as property of Seller.
h. Seller is entitled to reclaim the Products delivered under retention of title, if and insofar as the Buyer remains in default of the fulfillment of any obligation toward Seller, or in the opinion of Seller, is unable to pay the amounts owed.
i. The Buyer hereby grants Seller nunc pro tunc the irrevocable right to enter the Buyer’s business premises or to allow a third party designated by Seller to do so in the event that Seller wishes to reclaim the delivered Products.
5. RETURNS
a. The Buyer must contact Seller within forty-five (45) days of receipt of shipment to receive a Return Authorization Number. Seller will not accept Products returned without written permission. Except for items covered under Seller’s warranty:
i. Products that have been worn, laundered, altered or soiled are non-returnable; ii. Personalized garments (e.g., with names, letters or heat transfer emblems) are non-returnable; iii. Custom manufactured, custom sizes, made-to-order and special cut Products are non-returnable; iv. Products that have been discontinued or redesigned are non-returnable; v. Boots that have been worn are non-returnable;
vi. CBRN Products are non-returnable.
b. Return of stock Products are subject to a fifteen percent (15%) restocking fee for PPE and 25% for uniforms. c. Custom made-to-order Products are not returnable.
d. Amounts due Seller in no case shall be entitled for offset by Buyer.
6. FORCE MAJEURE
a. Except for the payment of money, neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent that the delay or failure is caused by a Force Majeure Event. A Force Majeure Event shall mean any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; epidemic, pandemic, outbreak of communicable disease, viral outbreak, quarantine or national or regional emergency; action of any governmental authority; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the party delayed or unable to perform (the “Delayed Party”); or any other events or circumstances not within the reasonable control of the Delayed Party, whether similar or dissimilar to any of the foregoing.
If any Force Majeure Event occurs, the Delayed Party shall give prompt notice to the other party (the “Affected Party”), and the Delayed Party, upon giving prompt notice to the Affected Party, shall be excused from performance under this Agreement for the duration of the Force Majeure Event;, provided, however, that the Delayed Party shall take all reasonable steps and cooperate with the Affected Party to avoid or remove the cause of non-performance and shall resume performance hereunder with dispatch when the cause is removed; and provided further that if the Delayed Party cannot within sixty (60) days remove the cause of non-performance, the Affected Party may terminate this Agreement.
7. DISPUTES & APPLICABLE LAW
a. All legal relationships between the parties are governed exclusively by the laws of the state of Ohio. b. The Vienna Sales Convention (CISG) is not applicable, nor are any other international rulings from which exclusion is permitted. c. All disputes will be settled exclusively by a court of competent jurisdiction in Dayton, Ohio. Nonetheless, the parties will first attempt in good faith to resolve any dispute or claim amicably through negotiations between representatives of each party with authority to settle the relevant dispute. d. No action by a Buyer may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose.
8. LIMITATION OF LIABILITY
Seller assumes no liability for consequential damages, incidental damages, anticipated or lost profits, indirect damages, loss of time, or other losses incurred by Customer or any third party in connection with the Products..
9. INTELLECTUAL & INDUSTRIAL PROPERTY RIGHTS
a. All rights of intellectual property with regard to the Products and/or services as well as the designs, drawings, software, documentation and all other materials developed and/or used in the preparation or performance of the agreement between Seller and the Buyer or agreements resulting there from are owned by and vest exclusively in Seller. The delivery of Products and/or services does not transfer intellectual property rights. b. The Buyer acquires only a license for the non-exclusive and non-transferable right to use the Products and results of the services for the agreed purposes. The license is only valid if the Buyer fulfils the financial obligations connected with making available the relevant intellectual property. c. The license applies solely to the use of the design or invention in question by the Buyer alone. Use of the license by third parties is not permitted except after written permission has been obtained by Seller.
d. Without the prior written consent of Seller, the Buyer shall not in any way disclose, duplicate, reverse-engineer or allow third-party access to any or all of the Products, services, and results thereof.
e. The Buyer shall not remove or alter references of Seller or its Sellers concerning copyrights, trademarks, trade names or other intellectual property rights. f. Seller warrants that it is authorized to extend the rights of use as described above to the Buyer, and indemnifies the Buyer against any claims of third parties in this regard. This provision does not apply if and insofar as the Products, services and/or their results are altered and/or if they are delivered in conjunction with Products of third parties, in this latter case excepting where the Buyer demonstrates that the claims of third parties pertain exclusively to the Products, services and/or results delivered by Seller.
10. TERMINATION
a. Seller is entitled to terminate any agreements with Buyer in the event of:
i. the Buyer’s late payment of amounts due or a suspension of Buyer’s payments; ii. the Buyer’s filing bankruptcy;
iii. the Buyer’s being placed under trusteeship; or
iv. liquidation of the Buyer’s business.
b. Termination of an agreement by either party renders all outstanding claims between the parties immediately fully payable. The Buyer is liable for the damages suffered by Seller, including but not limited to loss of profit (calculated at a minimum of 25% of the sales price) and freight costs. continued on next page
Docusign Envelope ID: B731A01D-FCA3-492C-BFE2-9E5003B76948
LION CBRN Price List www.lionprotects.com — 9
RETAIL PRICE LIST
Effective June 16, 2025
Price subject to change without prior notice
2025 LION Customer Policies — Terms/Warranty (Continued)
11. WARRANTY
a. Seller warrants that all its firefighter and emergency responder protective clothing, NFPA certified uniforms and equipment meet all applicable NFPA standards in effect at the time of their manufacture and further warrants that such Products are free from any defect in workmanship or any patent material defect. Non-certified uniforms are not warranted to be compliant with NFPA standards.
b. Conditions of use are outside the control of Seller. It is the responsibility of Buyer to inspect and maintain the product to assure it remains fit for its intended purpose. In order to maximize the useful life of these Products and maintain the warranty, the Products are to be used only by appropriately trained personnel following proper firefighting or emergency response techniques and in accordance with the Products’ warning, use, inspection, maintenance, care, storage and retirement instructions. Failure to do so will void the warranty. c. If the agreement involves the processing of material supplied by the Buyer, Seller warrants the product incorporating the material for a period of six (6) months after delivery. If the processing proves to be unsound, Seller may, at its own discretion, either remedy the fault or perform the processing again using material to be delivered by the Buyer, or refund a proportionate amount of the agreed contract price.
d. EXCEPT AS SET FORTH ABOVE, SELLER MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY,
FITNESS FOR ANY PARTICULAR USE OR NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS e. Under the above warranties, Seller will repair or replace, at its option, any product which does not meet the above warranties. Such repair or replacement will be the Buyer’s sole remedy and Seller will not be responsible for any incidental, consequential or other damages based upon or arising in any way from breach of the warranties contained herein or the Buyer’s use of such Product.
f. The Products replaced under this warranty will be the property of Seller. g. These warranty obligations apply only to any Product, part or component which is returned to Seller or a Seller Authorized Clean and Repair Center with prior authorization and proof of purchase, and which Seller agrees to be defective as covered by this warranty. h. The word “Product” in section g above includes the Product itself and any parts or labor furnished by Seller with the sales, delivery or servicing of the Product. i. USEFUL LIFE: Useful life is the period of time that Product, which has been properly cared for, can be expected to provide reasonable limited protection. j. Turnout Gear: NFPA 1971 performance requirements are based on new, unworn Garments and composites. Useful life is the period of time that Garments that have been properly cared for can be expected to provide reasonable limited protection. Useful life of Garments can be as little as 3 to 5 years with heavy wear and tear and improper maintenance and/or storage.
Useful life can be as long as 7 to 10 years if Garments have been subject to relatively lower levels of wear and tear and have been consistently maintained in a regular cleaning and maintenance program and stored properly. In compliance with NFPA 1851, Garments or Garment elements must be retired no more than 10 years from the date of manufacture A Garment should be retired when the costs of repair would exceed 50% of the replacement cost. k. Helmets: NFPA 1971 performance requirements are based on new, unworn Helmets. Useful life is the period of time that the Product, which has been properly cared for, can be expected to provide reasonable limited protection. Useful life of Helmets or Helmet components can be as little as 3 to 5 years with heavy wear and tear and improper maintenance and/or storage. Useful life can be as long as 7 to 10 years if Helmets have been subject to relatively lower levels of wear and tear and have been consistently maintained in a regular cleaning and maintenance program and stored properly. In compliance with NFPA 1851, Helmets must be retired no more than 10 years from the date of manufacture. l. LION will replace any helmet shells, impact caps and suspension systems damaged during normal fire department firefighting activities, for a period up to five (5) years after date of manufacture, and all other components for 18 months.
m. NFPA 1992 and 1994 Garments: Useful life will vary according to type and frequency of use, along with the weight and type of materials used in the product. Useful life is normally five (5) wearings or five (5) launderings, depending upon the conditions of wear, maintenance and storage. Other factors may require the garment to be retired before it has been worn or laundered five (5) times. Useful life is unlikely to be more than 10 years. Garments 10 years old must be retired! Useful life will vary according to type and frequency of use, along with the weight and type of materials used in the product. Useful life is normally five (5) wearings or five (5) launderings, depending upon the conditions of wear, maintenance and storage. Other factors may require the garment to be retired before it has been worn or laundered five (5) times. Useful life is unlikely to be more than 10 years. Garments 10 years old must be retired!
n. “Defects in workmanship and materials” means poorly manufactured seams, stitching or components (e.g., loose or broken seams, zippers or snaps that fall off or do not function properly), and fabrics which have such flaws as holes, uneven spots, weak areas, pilling or other flaws caused by irregularities in their manufacture. On helmets, chipped or cracked shells, or broken impact caps.
o. This limited warranty does not cover the following items after receipt of the product by Buyer:
i. Claims made after thirty (30) days from the date of receipt for damage caused by shipment, incorrect materials, misplacement or other minor errors with lettering, parts or suspenders; size or quantity discrepancies, design or pattern errors, and minor sewing irregularities; ii. Damage or color change from exposure of materials to direct or indirect sunlight or fluorescent light; iii. Shade variations among textiles used or shade changes to fabrics caused by wear and tear and/or washing; iv. Color loss due to abrasion (creases, folds, pleats, edges, collar points, etc.); v. Damage caused by improper washing, decontamination, disinfecting or maintenance (for example, use of chlorine or petrochemicals to clean); vi. Damage caused by repair work not performed to factory specifications; vii. Damage from routine exposure to common hazards which may cause stains, rips, tears, burn damage or abrasion, including but not limited to trim, knit components, cuff hems and other high wear areas;
viii. Loss of retroreflectivity of reflective trim due to normal wear and tear and/or heat exposure; ix. Detachment of reflective trim due to thread abrasion and/or heat exposure; x. Replacement of zippers or closures worn partially sealed and/or damaged by heavy wear and tear after 1 year xi. Missing, lost, or broken hardware, including buttons, snaps and rivets, after 1 year. xii. Loose or broken stitching if caused by normal wear and tear.
Docusign Envelope ID: B731A01D-FCA3-492C-BFE2-9E5003B76948
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF PPE AND UNIFORMS (U.S.) - (Updated 6/5/2025) These are the General Terms and Conditions of Sale and Delivery (“General Terms”) of Lion First Responder PPE, Inc., with its place of business at 7200 Poe Avenue, Suite #400, Dayton, OH 45414, and companies or enterprises affiliated therewith (hereinafter jointly referred to as “Seller”).
1. APPLICABILITY
a. These General Terms and Conditions of Delivery and Services apply to all offers, services, deliveries and agreements for the sale of uniforms and personal protective equipment (“PPE”) (all the foregoing hereinafter referred to as “Products”) contracted as such with Seller. b. These General Terms may only be departed from if Seller expressly states or acknowledges this in writing.
c. Other general terms and conditions, including but not limited to the terms and conditions of any counterparty (including but not limited to buyers or commissioning parties, that Seller has concluded an agreement with or is in negotiation of concluding any agreement) (all hereinafter to be referred to as “Buyer”), shall, where not in accordance with these General Terms, be explicitly rejected. Such other general terms and conditions shall only apply if and insofar as explicitly confirmed by Seller in a separate document. These terms and conditions supersede any prior or contemporaneous agreement or correspondence between the parties. Acceptance of these General Terms (including all provisions hereto), is a key stipulation of Seller, and forms an integral part of its offer.
2. OFFERS, CONTRACTS & CHANGES
a. Unless otherwise stated, Prices listed are suggested retail list and do not include individual distributor discounts, which may vary across product lines.
b. Unless the offer stipulates a period for acceptance, all offers are non-binding. In all offers, prices stated do not include any state, local or federal governmental taxes, duties and/or customs charges unless specifically stated. Up to one (1) week after acceptance of a non-binding offer, Seller may withdraw the offer. A non-binding offer remains valid for a maximum period of thirty (30) days, unless explicitly stated otherwise in the offer.
c. The agreement is contracted as soon as Buyer’s full and unconditional acceptance of the offer has been received by Seller. This acceptance implies that the Buyer consents to the applicability of these General Terms and, insofar as necessary, waives the declaration of applicability of the Buyer’s own general terms and conditions of purchase (or of whatever kind).
d. Seller is only bound by offers and contracts produced and/or concluded by representatives, commercial agents or intermediaries after a written order confirmation by Seller. e. Information and data provided by the Buyer to Seller for the purposes of the agreement contracted, such as drawings, etc., will be assumed by Seller to be correct, and Seller will base its offer on such information. Seller is not responsible, and bears no responsibility, for specifications or designs developed and supplied by Buyer and/or information, drawings, etc. supplied by the Buyer as referred to in the preceding sentence, regardless of whether Seller has advised the Buyer thereon. This applies accordingly to parts and materials that the Buyer makes available or prescribes to Seller. f. In reading the measures, sizes, weights, colors and technical data contained in the offers, the Buyer agrees to allow for minor discrepancies which do not exceed the normal limits. g. All orders are subject to credit department approval. h. Delivery, minimums and surcharges of the Products may apply and will vary according to the product line; all such variations will be stated in proposals, quotes or bid documents. i. Possession of a price list of Seller does not constitute an offer to sell. j. For all turnout gear, a One Hundred and Twenty-Five U.S. Dollar ($125) (list) minimum order surcharge may apply to special cuts or special production runs and to custom sizes or over-sizes outside Seller’s standard sizing (see appropriate sizing charts). On non-turnout Products, a ten percent (10%) minimum surcharge may apply to special cuts or special production runs and to custom sizes or over-sizes outside Seller’s standard sizing (see appropriate sizing charts). k. Seller is entitled to adjust offered or agreed prices if there is a material change in circumstances outside of the control of the Seller, including but not limited to material increases in the costs of labor, materials, transportation or duties, discovered after the offer is made by the Seller or the agreement made by the parties, but before the performance by the Seller.
3. DELIVERY & RISK OF LOSS
a. For PPE Products, freight term for domestic orders delivered within the 48 contiguous U.S. states is F.O.B. Destination unless otherwise stated on quote.
b. Contact Seller for terms and conditions of sale for International, Alaskan/Hawaiian or other noncontinental U.S. destinations. c. No C.O.D. orders.
d. Unless expressly agreed otherwise, stated delivery times are approximate only and shall not be regarded as contractual deadlines. In the event of late delivery, the Buyer must give Seller due notice before Seller can be in default.
e. Seller reserves the right to ship partial orders unless complete shipment is stated on the order. f. Rush orders for custom make-to-order Products are subject to a twenty percent (20%) rush fee. g. The delivery period commences on the date on which Seller has confirmed the order to the Buyer, or otherwise on the date agreed by the parties in writing. h. Seller is authorized to determine the method of transport. i. The Products shall be delivered by Seller in the packaging it deems appropriate. If the Buyer prescribes different packaging, Seller is entitled to invoice the Buyer separately for the cost of such packaging. j. Seller is entitled to have deliveries made or services performed by third parties. k. Documentation provided by third party carriers shall be conclusive evidence of proof of delivery and Buyer assumes risk of loss after delivery by carrier to designated destination, and Buyer shall be responsible for insuring Product after delivery.
4. PAYMENT & TRANSFER OF OWNERSHIP
a. All orders for make-to stock Products are subject to a handling charge of Four and 25/100 U.S. Dollars ($4.25). All orders amounting to less than Fifty U.S. Dollars ($50.00) will be subject to a handling charge of Fifteen U.S. Dollars ($15.00).
b. All payments must be made within thirty (30) days after the date of invoice, unless any other payment term is explicitly agreed in writing (the “Payment Date”). Payment must be made without any deduction or offsetting, at the offices of Seller or by means of transfer to a bank account stipulated by Seller. c. Seller retains full (and sole) ownership of the Products until such time as the due purchase sum, including any statutory interest, and collection costs, has been paid in full and received by Seller, even if the Products have meanwhile been processed or incorporated into other Products. d. If the Buyer does not pay by the Payment Date, it shall be deemed to be legally in default without the requirement of any warning or notice of default.
e. For amounts owed after the Payment Date, Buyer shall pay two percent (2%) interest, or the maximum statutory rate, whichever is greater, as well as legal and other costs incurred in order to secure the performance of the contract, unless otherwise determined by a court judgment. f. Buyer shall be liable for collection costs on unpaid sums, which shall amount to the greater of fifteen percent (15%) of the outstanding sum or Three Hundred U.S. Dollars ($300.00). g. As long as the ownership of the Products delivered has not been transferred to the Buyer: (i) the Buyer is not permitted to transfer the ownership of the Products delivered, to encumber these Products with real rights or rights under the law of obligations, or to alienate them under any title whatsoever except agreed in writing; (ii) the Buyer is obliged to observe due care in maintaining custody of the Products and to hold them as the identifiable property of Seller (any marks or signs of Seller applied in, on or to the Products delivered must remain clearly visible; and (iii) the Buyer is obliged to store Products delivered that are defined exclusively by type and weight separately and ensure that they are clearly identifiable as property of Seller.
h. Seller is entitled to reclaim the Products delivered under retention of title, if and insofar as the Buyer remains in default of the fulfillment of any obligation toward Seller, or in the opinion of Seller, is unable to pay the amounts owed.
i. The Buyer hereby grants Seller nunc pro tunc the irrevocable right to enter the Buyer’s business premises or to allow a third party designated by Seller to do so in the event that Seller wishes to reclaim the delivered Products.
5. RETURNS
a. The Buyer must contact Seller within forty-five (45) days of receipt of shipment to receive a Return Authorization Number. Seller will not accept Products returned without written permission. Except for items covered under Seller’s warranty:
i. Products that have been worn, laundered, altered or soiled are non-returnable; ii. Personalized garments (e.g., with names, letters or heat transfer emblems) are non-returnable; iii. Custom manufactured, custom sizes, made-to-order and special cut Products are non-returnable; iv. Products that have been discontinued or redesigned are non-returnable; v. Boots that have been worn are non-returnable;
vi. CBRN Products are non-returnable.
b. Return of stock Products are subject to a fifteen percent (15%) restocking fee for PPE and 25% for uniforms.
c. Custom made-to-order Products are not returnable.
d. Amounts due Seller in no case shall be entitled for offset by Buyer.
6. FORCE MAJEURE
a. Except for the payment of money, neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent that the delay or failure is caused by a Force Majeure Event. A Force Majeure Event shall mean any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; epidemic, pandemic, outbreak of communicable disease, viral outbreak, quarantine or national or regional emergency; action of any governmental authority; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the party delayed or unable to perform (the “Delayed Party”); or any other events or circumstances not within the reasonable control of the Delayed Party, whether similar or dissimilar to any of the foregoing.
If any Force Majeure Event occurs, the Delayed Party shall give prompt notice to the other party (the “Affected Party”), and the Delayed Party, upon giving prompt notice to the Affected Party, shall be excused from performance under this Agreement for the duration of the Force Majeure Event;, provided, however, that the Delayed Party shall take all reasonable steps and cooperate with the Affected Party to avoid or remove the cause of non-performance and shall resume performance hereunder with dispatch when the cause is removed; and provided further that if the Delayed Party cannot within sixty (60) days remove the cause of non-performance, the Affected Party may terminate this Agreement.
7. DISPUTES & APPLICABLE LAW
a. All legal relationships between the parties are governed exclusively by the laws of the state of Ohio. b. The Vienna Sales Convention (CISG) is not applicable, nor are any other international rulings from which exclusion is permitted.
c. All disputes will be settled exclusively by a court of competent jurisdiction in Dayton, Ohio. Nonetheless, the parties will first attempt in good faith to resolve any dispute or claim amicably through negotiations between representatives of each party with authority to settle the relevant dispute. d. No action by a Buyer may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose.
8. LIMITATION OF LIABILITY
Seller assumes no liability for consequential damages, incidental damages, anticipated or lost profits, indirect damages, loss of time, or other losses incurred by Customer or any third party in connection with the Products.
9. INTELLECTUAL & INDUSTRIAL PROPERTY RIGHTS
a. All rights of intellectual property with regard to the Products and/or services as well as the designs, drawings, software, documentation and all other materials developed and/or used in the preparation or performance of the agreement between Seller and the Buyer or agreements resulting there from are owned by and vest exclusively in Seller. The delivery of Products and/or services does not transfer intellectual property rights.
b. The Buyer acquires only a license for the non-exclusive and non-transferable right to use the Products and results of the services for the agreed purposes. The license is only valid if the Buyer fulfils the financial obligations connected with making available the relevant intellectual property. c. The license applies solely to the use of the design or invention in question by the Buyer alone. Use of the license by third parties is not permitted except after written permission has been obtained by Seller. d. Without the prior written consent of Seller, the Buyer shall not in any way disclose, duplicate, reverseengineer or allow third-party access to any or all of the Products, services, and results thereof. e. The Buyer shall not remove or alter references of Seller or its Sellers concerning copyrights, trademarks, trade names or other intellectual property rights.
f. Seller warrants that it is authorized to extend the rights of use as described above to the Buyer, and indemnifies the Buyer against any claims of third parties in this regard. This provision does not apply if and insofar as the Products, services and/or their results are altered and/or if they are delivered in conjunction with Products of third parties, in this latter case excepting where the Buyer demonstrates that the claims of third parties pertain exclusively to the Products, services and/or results delivered by Seller.
10. TERMINATION
a. Seller is entitled to terminate any agreements with Buyer in the event of:
i. the Buyer’s late payment of amounts due or a suspension of Buyer’s payments; Docusign Envelope ID: B731A01D-FCA3-492C-BFE2-9E5003B76948
i. the Buyer’s filing bankruptcy;
ii. the Buyer’s being placed under trusteeship; or
iii. liquidation of the Buyer’s business.
b. Termination of an agreement by either party renders all outstanding claims between the parties immediately fully payable. The Buyer is liable for the damages suffered by Seller, including but not limited to loss of profit (calculated at a minimum of 25% of the sales price) and freight costs.
2. WARRANTY
a. Seller warrants that all its firefighter and emergency responder protective clothing, NFPA certified uniforms and equipment meet all applicable NFPA standards in effect at the time of their manufacture and further warrants that such Products are free from any defect in workmanship or any patent material defect. Non-certified uniforms are not warranted to be compliant with NFPA standards. b. Conditions of use are outside the control of Seller. It is the responsibility of Buyer to inspect and maintain the product to assure it remains fit for its intended purpose. In order to maximize the useful life of these Products and maintain the warranty, the Products are to be used only by appropriately trained personnel following proper firefighting or emergency response techniques and in accordance with the Products’ warning, use, inspection, maintenance, care, storage and retirement instructions. Failure to do so will void the warranty.
c. If the agreement involves the processing of material supplied by the Buyer, Seller warrants the product incorporating the material for a period of six (6) months after delivery. If the processing proves to be unsound, Seller may, at its own discretion, either remedy the fault or perform the processing again using material to be delivered by the Buyer, or refund a proportionate amount of the agreed contract price. d. EXCEPT AS SET FORTH ABOVE, SELLER MAKES NO OTHER WARRANTIES, EXPRESSED
OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE OR NON-INFRINGEMENT OF
ANY THIRD PARTY RIGHTS
e. Under the above warranties, Seller will repair or replace, at its option, any product which does not meet the above warranties. Such repair or replacement will be the Buyer’s sole remedy and Seller will not be responsible for any incidental, consequential or other damages based upon or arising in any way from breach of the warranties contained herein or the Buyer’s use of such Product. f. The Products replaced under this warranty will be the property of Seller. g. These warranty obligations apply only to any Product, part or component which is returned to Seller or a Seller Authorized Clean and Repair Center with prior authorization and proof of purchase, and which Seller agrees to be defective as covered by this warranty. h. The word “Product” in section g above includes the Product itself and any parts or labor furnished by Seller with the sales, delivery or servicing of the Product. i. USEFUL LIFE: Useful life is the period of time that Product, which has been properly cared for, can be expected to provide reasonable limited protection.
j. Turnout Gear: NFPA 1971 performance requirements are based on new, unworn Garments and composites. Useful life is the period of time that Garments that have been properly cared for can be expected to provide reasonable limited protection. Useful life of Garments can be as little as 3 to 5 years with heavy wear and tear and improper maintenance and/or storage. Useful life can be as long as 7 to 10 years if Garments have been subject to relatively lower levels of wear and tear and have been consistently maintained in a regular cleaning and maintenance program and stored properly. In compliance with NFPA 1851, Garments or Garment elements must be retired no more than 10 years from the date of manufacture A Garment should be retired when the costs of repair would exceed 50% of the replacement cost.
k. Helmets: NFPA 1971 performance requirements are based on new, unworn Helmets. Useful life is the period of time that the Product, which has been properly cared for, can be expected to provide reasonable limited protection. Useful life of Helmets or Helmet components can be as little as 3 to 5 years with heavy wear and tear and improper maintenance and/or storage. Useful life can be as long as 7 to 10 years if Helmets have been subject to relatively lower levels of wear and tear and have been consistently maintained in a regular cleaning and maintenance program and stored properly. In compliance with NFPA 1851, Helmets must be retired no more than 10 years from the date of manufacture. l. LION will replace any helmet shells, impact caps and suspension systems damaged during normal fire department firefighting activities, for a period up to five (5) years after date of manufacture, and all other components for 18 months.
m. NFPA 1992 and 1994 Garments: Useful life will vary according to type and frequency of use, along with the weight and type of materials used in the product. Useful life is normally five (5) wearings or five (5) launderings, depending upon the conditions of wear, maintenance and storage. Other factors may require the garment to be retired before it has been worn or laundered five (5) times. Useful life is unlikely to be more than 10 years. Garments 10 years old must be retired! Useful life will vary according to type and frequency of use, along with the weight and type of materials used in the product. Useful life is normally five (5) wearings or five (5) launderings, depending upon the conditions of wear, maintenance and storage. Other factors may require the garment to be retired before it has been worn or laundered five (5) times. Useful life is unlikely to be more than 10 years. Garments 10 years old must be retired! n. “Defects in workmanship and materials” means poorly manufactured seams, stitching or components (e.g., loose or broken seams, zippers or snaps that fall off or do not function properly), and fabrics which have such flaws as holes, uneven spots, weak areas, pilling or other flaws caused by irregularities in their manufacture. On helmets, chipped or cracked shells, or broken impact caps. o. This limited warranty does not cover the following items after receipt of the product by Buyer:
i. Claims made after thirty (30) days from the date of receipt for damage caused by shipment, incorrect materials, misplacement or other minor errors with lettering, parts or suspenders; size or quantity discrepancies, design or pattern errors, and minor sewing irregularities; ii. Damage or color change from exposure of materials to direct or indirect sunlight or fluorescent light;
iii. Shade variations among textiles used or shade changes to fabrics caused by wear and tear and/or washing;
iv. Color loss due to abrasion (creases, folds, pleats, edges, collar points, etc.); v. Damage caused by improper washing, decontamination, disinfecting or maintenance (for example, use of chlorine or petrochemicals to clean);
vi. Damage caused by repair work not performed to factory specifications; vii. Damage from routine exposure to common hazards which may cause stains, rips, tears, burn damage or abrasion, including but not limited to trim, knit components, cuff hems and other high wear areas; viii. Loss of retroreflectivity of reflective trim due to normal wear and tear and/or heat exposure; ix. Detachment of reflective trim due to thread abrasion and/or heat exposure; x. Replacement of zippers or closures worn partially sealed and/or damaged by heavy wear and tear after 1 year
xi. Missing, lost, or broken hardware, including buttons, snaps and rivets, after 1 year. xii. Loose or broken stitching if caused by normal wear and tear.
Docusign Envelope ID: B731A01D-FCA3-492C-BFE2-9E5003B76948