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Staff Report - Non-Professional Service Agreements - Award Integrated Pest Management (IPM) for Structural Pest Control Services to Pestmaster Services and Rentokil Terminix

Sacramento City Council
March 28, 2023

Document
Staff Report - Non-Professional Service Agreements - Award Integrated Pest Management (IPM) for Structural Pest Control Services to Pestmaster Services and Rentokil Terminix
Meeting
March 28, 2023
Body
Sacramento City Council
Pages
3
Original file
1.2 MB
Text extracted from the city's file for reading and search. Open the original on sacramento.granicus.com. That file is the official record.

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2023-00131 3/28/2023 Consent Item 11.

Non-Professional Service Agreements: Award Integrated Pest Management (IPM) for Structural Pest Control Services to Pestmaster Services and Rentokil Terminix File ID: 2023-00131
Location: Citywide.

Recommendation: Pass a Motion authorizing the City Manager or the City Manager’s designee to execute agreements for IPM for Structural Pest Control Services for a potential five-year and two month term, provided that sufficient funds are available in the budget adopted for each applicable fiscal year, with: 1) Pestmaster Services at multiple City locations for a not-to-exceed amount of $425,000, and 2) Rentokil Terminix for service at the five City parking garages for a not-to-exceed amount of $22,500.

Contact: Gary O’Neill, Contract and Compliance Specialist, (916) 808-7432, [email protected], Dayana Reyes Zanaska, (916) 808-5524, Procurement Manager, [email protected], Finance Department.

Presenter: None
Attachments:
1-Description/Analysis
2-Q23061521004 Evaluation Spreadsheet
3-B23061521005 Evaluation Spreadsheet
4-Pestmaster Services Agreement
5-Rentokil Terminix Agreement
Description/Analysis
Issue Detail: The City receives routine Integrated Pest Management (IPM) services at over 125 City facilities. The City’s agreement with Rentokil Terminix for these services (Contract No. C2018-0364) expires on April 30, 2023. The City issued Request for Qualifications (RFQ) No. Q23061521004 to gather a pool of qualified potential contractors. The City subsequently issued Bid No. B23061521005 to the four firms who met the minimum qualifications stated in Q23061521004.

Page 1 of 3 ends

File ID: 2023-00131 3/28/2023 Consent Item 11.

Policy Considerations: The recommendations in this report are in accordance with the provisions of City Code 3.56 regarding contracts for the purchase of nonprofessional services.

Economic Impacts: None.

Environmental Considerations:

California Environmental Quality Act (CEQA): This report concerns administrative activities and governmental fiscal activities that do not constitute a “project” as defined by the CEQA Guidelines Sections 15378(b)(2) and 15378(b)(4) and are not subject to the provisions of CEQA (CEQA Guidelines Section 15060(c)(3)).

Sustainability: As a requirement to be considered for award, the contractors are either certified by third parties EcoWise or GreenPro to ensure an environmentally friendly approach to structural pest control. Any chemicals to be used will be reviewed and approved by the City’s Facilities and Real Property Superintendent and the City’s Water Quality Program Specialist to ensure environmental compliance.

Commission/Committee Action: None.

Rationale for Recommendation: Award is being made to the lowest responsive and responsible bidders as determined through Bid No. B23061521005. City locations were consolidated into ten groups of sites for contract administration purposes. Pestmaster Services was the lowest responsive and responsible bidder for nine of the groups and Rentokil Terminix was the lowest responsive and responsible bidder for the City parking garage group.

Financial Considerations: Funding for these agreements is included in Fiscal Year (FY) 2022/23 operating budgets and/or capital improvement program budgets of the departments that require these services. Funding for subsequent years is subject to Council approval.

Local Business Enterprise (LBE): LBE participation requirement was waived.

Background / Sourcing Information: The City issued RFQ No. Q23061521004 on December 12, 2022, with a due date of January 5, 2023. Notice was published in the Sacramento Bulletin, the official newspaper for the City of Sacramento, on December 14, 2022. One hundred and fifty firms were notified of this RFQ through the PlanetBids electronic bidding platform, twenty-eight firms viewed or downloaded the RFQ document, and Statements of Qualifications were received from five firms. The Statement of Qualifications were reviewed, and four firms met the minimum requirements.

See Attachment 2 for the Evaluation Spreadsheet.

Bid No. B23061521005 was sent to the four qualified potential contractors on January 18, 2023, with

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File ID: 2023-00131 3/28/2023 Consent Item 11.
a due date of January 31, 2023. See Attachment 3 for the Evaluation Spreadsheet. A Notice of Intent to Award was sent to all bidders on February 9, 2023. A meeting to discuss the bid results and the plan for transition was held with the relevant City staff on February 15, 2023. An introductory meeting between the Pestmaster Services team and City staff was held on March 9, 2023. A similar meeting between Rentokil Terminix representatives and a representative of the Public Works department Off- Street Parking staff was held on March 13, 2023.

The original term for the agreements is two years. There is a renewal option for a total term of up to five years and two months, which is the final day of FY2027/28, June 30, 2028.

Page 3 of 3 ends

Attachment 2 to Report 2023-00131
Results for Project Pest Control Services (Citywide IPM) - Request for Qualifications (Q23061521004) Issued on 12/12/2022
Bid Due on January 05, 2023 5:00 PM (PST)
Federal
Vendor Name SOQ
signed? DIR Contractor? Registered with Pest
Control Board?
Environ-mental
certification?
Will sign
Agree-ment? IPM Plan? Debarment
(SAM.gov)
Cover
Letter?
Qualifi-
cations? Staffing? IPM Plan?
Advanced IPM
Yes Yes, 1000018543 Yes, 11685 Yes, EcoWise no. C-
84 Yes Yes No entry listed for
this firm
Yes Yes Yes Yes
Hunters Services Inc. Yes Yes, 1000050561 Yes, 5517 Yes, EcoWise no. C- 47 Yes No No entry listed for
this firm Yes Yes Yes No
Orkin Yes Yes, 1000012628 Yes, 52309 Yes, EcoWise and
GreenPro Yes Yes
Yes, active, ID
47QSMD20R0001,
nothing negative
Yes Yes Yes Yes
Pestmaster Services, L.P. Yes Yes, PW-LR-
100712327
Yes, CA DPR - PCM & PCB No.
30261/44787/45556
SPCB Branch 2 & Branch 3.

License No. 8998 and 5739
Yes, EcoWise,
GreenPro, and
QualityPro
Yes Yes
Yes, active, ID
HDEC05-17-Q-0026,
nothing negative
Yes Yes Yes Yes
Rentokil Terminix Yes Yes, 1000027248 Yes, PR801 Yes, GreenPro Yes Yes No entry listed for this firm Yes Yes Yes Yes
Color codes:

Submitted and verified
Submitted, needs to be verified
No - does not meet qualification
Submittal requirements / Minimum Qualifications Response Document Requirements City of Sacramento - Procurement Division
Bid Evaluation for Pest Control Services (Citywide IPM) - By-Invitation-Only Bid (B23061521005) Issued on 01/18/2023
Bid Due on January 31, 2023 5:00 PM (PST)
Item
Num Item Description - Section 1 - IPM Plan Unit of Measure Advanced IPM Orkin Pestmasters Rentokil
Terminix
1 Group 1: Office Buildings Total included 73,125.00$ included -$ 2 Group 2: Community Centers and Senior Centers Total included 25,987.50$ included -$ 3 Group 3: Corporation Yards and Mechanical or Storage Facilities Total included 31,050.00$ included 170.00$ 4 Group 4: Fire Stations & Other Fire Dept. Buildings Total included 65,812.50$ included 170.00$ 5 Group 5: Marinas, Museums, Theatres, Historic Sites, and Archives Total included 24,637.50$ included 595.00$ 6 Group 6: Parking Garages Total included 7,425.00$ included -$ 7 Group 7: Police Department Total included 13,837.50$ included -$ 8 Group 8: Water Treatment Plants and Reservoirs Total included 25,650.00$ included 1,020.00$ 9 Group 9: "4th R" Afterschool Program School Sites Total included 19,237.50$ included 1,615.00$ 10 Group 10: Swimming Pools Total included 4,725.00$ included 510.00$ Total $0.00 $291,487.50 $0.00 $4,080.00
Item Description - Regular Service Unit of Measure Advanced IPM Orkin Pestmasters Rentokil
Terminix
Hourly Rate $160.00 $112.50 $54.00 $85.00
11 Group 1: Office Buildings Annual $28,640.00 $73,125.00 $10,782.72 $22,984.00 12 Group 2: Community Centers and Senior Centers Annual $27,000.00 $25,987.50 $6,629.04 $8,833.20 13 Group 3: Corporation Yards and Mechanical or Storage Facilities Annual $24,485.00 $31,050.00 $9,428.40 $17,227.80 14 Group 4: Fire Stations & Other Fire Dept. Buildings Annual $36,180.00 $65,812.50 $11,275.20 $15,351.00 15 Group 5: Marinas, Museums, Theatres, Historic Sites, and Archives Annual $29,460.00 $24,637.50 $6,693.84 $9,588.00 16 Group 6: Parking Garages Annual $3,900.00 $7,425.00 $1,561.68 $1,275.00 17 Group 7: Police Department Annual $14,985.00 $13,837.50 $4,626.72 $5,752.80 18 Group 8: Water Treatment Plants and Reservoirs Annual $18,960.00 $25,650.00 $9,214.56 $10,842.60 19 Group 9: "4th R" Afterschool Program School Sites Annual $14,820.00 $19,237.50 $6,156.00 $9,690.00 20 Group 10: Swimming Pools Annual $26,880.00 $4,725.00 $1,134.00 $1,450.95 Annual Total $225,310.00 $291,487.50 $67,502.16 $102,995.35 5-Year Total $1,126,550.00 $1,748,925.00 $337,510.80 $519,056.75 Attachment 3 to Report 2023-00131
The information stated below was added to the bid evaluation document on 2/2/2023 - G.O.

Item Description - Regular Service - HOURS Unit of Measure Advanced IPM Orkin Pestmasters Rentokil
Terminix
Average
Hours *
Hourly Rate $160.00 $112.50 $54.00 $85.00 $102.88
11 Group 1: Office Buildings Hours / Week 8.15 12.50 3.84 5.20 7.42 12 Group 2: Community Centers and Senior Centers Hours / Month 15.60 19.25 10.23 8.66 13.44 13 Group 3: Corporation Yards and Mechanical or Storage Facilities Hours / Month 15.40 22.25 14.55 16.89 17.27 14 Group 4: Fire Stations & Other Fire Dept. Buildings Hours / Month 12.15 48.75 17.40 15.05 23.34 15 Group 5: Marinas, Museums, Theatres, Historic Sites, and Archives Hours / Month 10.55 18.25 10.33 9.40 12.13 16 Group 6: Parking Garages Hours / Month 0.90 5.50 2.41 4.03 3.21 17 Group 7: Police Department Hours / Month 5.69 10.25 7.14 5.64 7.18 18 Group 8: Water Treatment Plants and Reservoirs Hours / Month 7.49 19.00 14.22 10.63 12.84 19 Group 9: "4th R" Afterschool Program School Sites Hours / Month 4.75 14.25 9.50 9.50 9.50 20 Group 10: Swimming Pools Hours / Month 14.00 14.00 7.00 5.69 10.17 Annual Total 1,462.16 2,708.00 1,313.04 1,296.28 1,694.87 * The average number of hours of service per the four bids Form Approvedby CityAttorney 9-1-2020Page1
CONTRACT #: PRC002185 CONTRACT NAME:Integrated Pest Management (IPM) for Structural Pest Control (Citywide)CONTRACT PROJECT #: 06001521-1001-434091 eCAPS SUPPLIER ID #: 0000019339 DEPARTMENT: Finance DIVISION: Procurement CITY OF SACRAMENTO NONPROFESSIONAL SERVICES AGREEMENT THIS CONTRACTis made at Sacramento, California, by and between theCITY OF SACRAMENTO,a charter city and municipal corporation (“CITY”), andPestmaster Services LP 9716 South Virginia Street, Suites E-F Reno, NV 89511-4817 Phone 775-369-2157 (“Contractor”), as of the Effective Date, as defined below. The City and Contractor agree as follows: 1. Effective Date. This Contract shall be effective beginning the date it is fully executed by the duly authorized parties.2.Contract Documents.This Contract includes each of the following documents, which are attached or incorporated by this reference (referred to collectively as the “Contract Documents”):Request for Qualifications No. Q23061521004, Request for Bids No. B23061521005, and anyQ and A and Addenda for the two solicitations Exhibit A – Scope of Work Exhibit B – Payment Exhibit C – Insurance Exhibit D – General Conditions Purchase Orders If there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.

Form Approvedby CityAttorney 9-1-2020Page2

3.Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to City the non-professional services described in Exhibit A (“Services”). Contractor will not be compensated for non-professional services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services: (a) Contractor notifies City and City agrees that the Additional Services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these Additional Services; and (c) City, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor. City will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable. 4.Payment.City shall pay Contractor at the times and in the manner set forth in Exhibit B. Contractor shall submit all invoices to City in the manner specified in Exhibit B.5.Facilities and Equipment. Except as set forth below, Contractor shall, at its sole cost and expense, furnish all facilities and equipment required for Contractor to perform this Contract. City shall furnish to Contractor only the facilities and equipment listed below, if any. None. 6. Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C. 7.General Conditions.Contractor shall comply with the terms and conditions set forth in the attached Exhibit D. 8.Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (Equal Benefits Ordinance),” can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

Form Approvedby CityAttorney 9-1-2020Page3

9.Living Wage.This Contract may be subject to Sacramento City Code chapter 3.58, Living Wage. A summary of the requirements, entitled "Living Wage Requirements", can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances The Living Wage Ordinance is applicable to certain contracts with the City in an amount of$250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period.Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.58. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.58 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.58. Contractor's violation of Sacramento City Code chapter 3.58 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.In addition, for Services that constitute "Public Works" under California Labor Code Section 1720 et seq., if both prevailing wage and living wage requirements apply, Contractor shall pay the higher of the two rates.10. Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process. A summary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period. Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62. Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

Form Approvedby CityAttorney 9-1-2020Page4

11.Local Business Enterprise Program. The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") are applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60. Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. 12. Authority.The person signing this Contract for Contractor represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the Contractor and to bind the Contractor to the performance of the Contract’s obligations. [Signatures Page Following Exhibits] Form Approvedby CityAttorney 9-1-2020Exhibit A -Page1
EXHIBIT A SCOPE OF SERVICES 1. Representatives.The CITY Representative for this Agreement is:Gary O’Neill / Contracts and Compliance Specialist / Procurement Division Sacramento City Hall 915 I Street, 2nd FloorSacramento, CA 95814-2614Phone 916-808-7432 / email [email protected] CONTRACTOR Representative for this Agreement is:James Meno, Contracts ManagerPestmaster Services LP9716 South Virginia Street, Suites E-F Reno, NV 89511-4817 Phone 775-858-7378 / [email protected] otherwise provided in this Contract, all Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative.2. Scope of Services.Contractor shall provide Services to City as set forth in Attachment 1 to this Exhibit A. 3. Time of Performance. The Services described in this Contract shall be provided for two years, May 1, 2023, through April 30, 2025. The City may extend this Contract for up to three additional three years and two months, for a maximum five-year and two-month term through June 30, 2028. Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A. Contractor shall immediately notify the City if Contractor is unable to perform Services in compliance with this Contract.

Attachment 1 to Exhibit A –Scope of Services
Attachment 1 to Exhibit A - Page 1
1)DUTIES SUMMARY: The Contractor shall control for and mitigate against pest infestations located in and around the various City premises and provided Integrated Pest Management (IPM) services. The Contractor shall employ IPM strategies such as habitat modification, exclusion, removal of food and water sources, sanitation and making repairs. Since this is an IPM contract, chemical controls shall be used primarily as a last resort and only after approval by the City on a case-by-case basis. 2)DIR REGISTRATION: All contractors and subcontractors working on this contract shall be registered with the California Department of Industrial Relations (DIR) during the term of the contract.3) PEST LICENSE: At a minimum, the Contractor shall have and maintain a Branch 2 General Pest License as issued by the Structural Pest Control Board within the Department of Consumers Affairs. The Contractor may also hold Branch 1 Fumigation and Branch 3 Termite Licenses or subcontract with a firm or firms that does hold these licenses. Persons employed by the contractor to perform pest control services on this contract shall either be licensed by the same board and possess a field representative’s license in the proper branch or be under the direct supervision of an employee holding a valid field representative’s license in the proper branch. 4) LAWS AND REGULATIONS: The Contractor shall perform its services in accordance with the requirements of the State of California, Department of Consumer Affairs, Structural Pest Control Act, Business and Professions Code Division 3, Chapter 14, and other applicable laws. In the event of a change in existing law(s) as it pertains to the services herein, the Contractor shall have the right to revise the service charges upon approval of the City. It Is the responsibility of the contractor to secure any necessary use permits or licenses required for the use of any pesticides and to abide by any conditions set forth in those permits or licenses. It is incumbent upon the contractor and those in its employ to be aware of the injurious nature of any pesticide used and to ensure proper safeguards in the application of those pesticides. 5) ENVIRONMENTAL CERTIFICATION: The Contractor shall be certified for using environmentally friendly methods for pest mitigation. Certification from Eco Wise, Green Pro, or a similar organization approved by the City is required. 6) LIMITED WARRANTY: The Contractor warrants that the products used shall be free of defects in workmanship for a period of one year from the date of application or installation. 7) PEST INFESTATION SERVICE: The Contractor shall provide control and mitigation of the following pests at rates as set forth in Attachment 1 to Exhibit B: a) Ants, centipedes, clothes moths, cockroaches, crickets, earwigs, fleas, mice, millipedes, paper wasps, rats, silverfish, spiders including black widow and brown recluse, and ticks. b) The control of bedbugs will also be required at all Fire Station locations. c) Frequency of service may be changed during the term of the contract through a revision of the purchase order used to pay for the services. The cost for the service will be adjusted accordingly. 8) APPROVAL OF METHODS: The City reserves the right to approve or disapprove of any pest mitigation method used by the Contractor at City facilities prior to the initiation of services. 9)DATES AND TIMES FOR SERVICE: The dates and times for regularly scheduled service shall be agreed upon in advance in writing by the City and the Contractor.

Attachment 1 to Exhibit A –Scope of Services
Attachment 1 to Exhibit A - Page 2
10) INITIAL SERVICE VISIT: The Contractor shall walk each site to determine the best integrated pest control method to mitigate pests. Initial service visit may include application of approved pesticides to the interior of the structure and/or to the exterior perimeter of the structure, and/or place traps to the exterior of the structure, at its discretion as necessary to control and mitigate against the pest listed above. 11) SUBSEQUENT ROUTINE VISITS: The Contractor shall apply pesticides and empty/replace traps. The Contractor may follow up with sites visits to locations at their discretion at no additional cost to the City. 12) EMPLOYEE IDENTIFICATION: The Contractor shall furnish employees that are in the Contractor’s uniform and have a photo ID badge issued by the Contractor. 13) ACCESS TO PROPERTY: The City shall allow access to locations by the Contractor’s personnel to perform contracted duties at the locations. a) The City cannot guarantee that City staff will be available to meet or consult with the Contractor at the time of the service. b) Some City locations may require that Contractor personnel check in prior to starting service. c) The City reserves the right to deny admittance to any of the Contractor’s personnel if, in the City’s sole opinion, there is potential issues with allowing personnel on the site. 14) FACILITY CORRECTION REPORTING: The Contractor shall report to the City facility conditions conducive to the breeding and harborage of pests. This includes water leakage and landscape management. a) The City cannot guarantee the schedule for repairs to that facility. b) The City understands and accepts that lack of requested repairs may hamper the completion of pest mitigation tasks at the location by the Contractor. 15) DELIVERABLES: The following items will be delivered to the City’s representative to ensure contract compliance: a) Copies of the badges and licenses held by the staff who work on this contract. b) An IPM plan or plans for the City locations that they are awarded within thirty days of being awarded a contract. The plan must identify the proposed primary pesticides and alternatives by California Environmental Protection Agency (EPA) accepted common name (generic name). Proposed trapping or exclusion devices for pests, If any, should also be included. The plan should describe in detail the contractor's means for monitoring pest populations In and around the building(s). c) Completed work orders, job tickets, or other supporting documents as one PDF file when the monthly invoice is submitted. The supporting documents should include the location, date and time, and a brief description of the service that was performed. d) Meet quarterly with City personnel to discuss the IPM plan, challenges to providing service, seasonal changes in service, and other matters that effect the IPM plan and the contract. e) Upon request, a copy of the monthly report of all pesticides used in the City as provided to the county agricultural commissioner will be provided to the City. f) Maps of the locations, showing location of all traps or trapping devices, and bait station locations, may be required by the City. A list can be substituted instead of a map if this alternative is approved by the City on a case-by-case basis. g) A logbook at each location serviced under the contract. The logbook shall contain a copy of the IPM plan and a copy of the Safety Data Sheet (SDS) for each pesticide used at that location. h) A copy of all Health and Safety reports submitted to the California State Board of Health. A copy is also to be left with the Kitchen Chef or the manager for that site.

Attachment 1 to Exhibit A –Scope of Services
Attachment 1 to Exhibit A - Page 3
16) INSURANCE: The City’s insurance requirements, as stated in Exhibit C of the non-professional service agreement, shall supersede those requirements stated by the Structural Control Board, Article 9, 8692 (a). 17) DISMISSAL OF UNSATISFACTORY EMPLOYEES: The Contractor shall furnish only employees who are competent and skilled for work under this contract. The City has the right to request that an employee not be used at a facility without stating a reason. 18) UNSATISFACTORY SERVICE: The Contractor shall be advised in writing by the City of any dissatisfaction with service. The Contractor shall correct the unsatisfactory condition within ten (10) calendar days. Continued failure to correct the unsatisfactory condition may result in the City determining that the contract needs to be terminated and the work performed by another contractor. In the event of unresolvable differences related to service, the City or Contractor may seek clarification from the State of California Structural Pest Control Board. 19) PURCHASE ORDER: A purchase order (“PO”) or orders shall be issued by the City to encumber funds and pay for services. The purchase order is good for one fiscal year, July 1 through June 30 of the following year. A new purchase order or orders will be issued for each fiscal year. Contractor’s invoices must reference the correct purchase order number. Payment cannot be made on an invoice if it is submitted without a PO number or if an incorrect PO number is referenced. 20) HOLIDAYS: The City observes the following days as holidays and most City offices are closed: -- New Year’s Day - *January 1 -- Martin Luther King Day - Third Monday in January -- President’s Day - Third Monday in February -- Cesar Chavez Day - *March 31 -- Memorial Day - Last Monday in May -- Independence Day - *July 4 -- Labor Day - First Monday in September -- Veterans Day - *November 11 -- Thanksgiving Day - Fourth Thursday in November -- Day After Thanksgiving - Fourth Friday in November -- Christmas Day - *December 25 * If this Holiday falls on a Saturday, it is observed on the preceding Friday, if on a Sunday, then the succeeding Monday. Half-Day Holidays: In addition to the above-named holidays, most City facilities also observe a half day of work on Christmas Eve, December 24, and New Year’s Eve, December 31, and close at noon on those days. If a Half-Day Holiday falls on a Saturday or Sunday, it is observed on the preceding Friday afternoon. The Contractor will not perform routine tasks on City holidays. However, some City facilities are open 24/7 or on holidays, such as the 311 and 911 Communications Centers, the Parking Garages, Animal Care, Water Treatment Plants, Sacramento Valley Station, Old Sacramento Historical Area, Fire and Police Facilities, et al. Additional or Emergency Services may be required on those days.

Attachment 1 to Exhibit A –Scope of Services
Attachment 1 to Exhibit A - Page 4
21) COOPERATIVE PURCHASING (aka “piggybacking”): If mutually agreeable to both parties, the use of any resulting contract may be extended to other government agencies. It shall be understood that all terms and conditions as specified herein shall apply. The City of Sacramento will not be an agent, partner, or representative of any other government agency as it relates to this specification and is not obligated or liable, including, but not limited to, payment for an order placed by any other government agency.

Form Approvedby CityAttorney 9-1-2020Exhibit B-Page1
EXHIBIT B PAYMENT 1. Contractor’s Compensation. The total of all fees paid to the Contractor for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $ 425,000. The payments specified in this Exhibit B shall be the only payments made to Contractor unless the City approves a Supplemental Contract. 2. Pricing. Contractor shall be paid as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls.3. Contractor’s Reimbursable Expenses. “Reimbursable Expenses” are limited to actual expenditures of Contractor for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the City. 4. Miscellaneous Charges. No additional charges will be allowed unless specified in the Contract, including charges for transportation, fuel, containers, packing, or disposal.5. Payments to Contractor. Contractor is responsible for supplying all documentation necessary to verify invoices to the City’s satisfaction.A. Payment terms are NET 30 days, unless the Contractor offers a prompt payment discount that was accepted by the City or as otherwise stated in this Contract. Any prompt payment discounts will be computed from the date of acceptance by the City, or from the date an invoice is received, whichever occurs later.B. Invoices must be submitted to the “Bill-To” address as stated on the purchase order(s). C. All invoices submitted by CONTRACTOR must contain the following information:(1) Job/Project Name(2) CITY’s current Purchase Order Number (3) Contractor’s Invoice Number(4) Date of Invoice Issuance(5) Work Order Number (if applicable) (6) CITY representative identified on the Purchase Order(7) Contractor’s remit address (8) Itemized description of items billed under Invoice (9) Itemized description of all authorized Reimbursable Expenses(10) Itemized description of all applicable taxes (sales, use, excise, etc.) (11) Amount of Invoice (itemize all authorized Reimbursable Expenses) (12) Total Billed to Date under Contract (if applicable) Form Approvedby CityAttorney 9-1-2020Exhibit B-Page2
D. Items must be separated into Goods, Services, and Reimbursable Expenses. All applicable sales, use, excise, or similar taxes, including federal excise tax, must be itemized separately on the invoice. Invoices that do not conform to the format outlined above will be returned to Contractor for correction. City is not responsible for delays in payment to Contractor resulting from Contractor’s failure to comply with the invoice format described above. E. For Goods only, a bill of lading number and weight of shipment will be shown for shipments on the Government Bill of Lading. F. Unless otherwise specified in this Contract, partial payments will not be made by the City and payment will not be due until the completion of the Goods order. No payment precludes the City’s right to inspect. Requests for payment status should be addressed to the City Representative for this Contract. 6. Additional Services.Additional Services shall be provided only when a Supplemental Contract or Purchase Order authorizing the Additional Services is approved in writing by the City inaccordance with the City’s contract amendment procedures. The City reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services. 7. Accounting Records of Contractor. During performance of this Contract and for a period of three years after completion of performance, Contractor shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of Contractor’s costs for performance under this Contract and records of Contractor’s Reimbursable Expenses. Contractor shall keep and make records available for inspection and audit by representatives of the City upon reasonable written notice. 8. Tax Payments. Contractor shall pay, when and as due, all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide CITY with proof of the payment upon request. Contractor hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages, or injuries suffered by CITY arising out of Contractor’s breach of this section.9. Public Works Requirements.X This is a Public Works Agreement if the Contractor performs alteration,demolition, repair, or maintenance work in an amount exceeding $15,000.If the line above is checked, this Contract includes “Public Work” under the California Labor Code and is subject to the following requirements: A. Payment of Prevailing Wages: Contractor and any subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code section 3.60.180 and applicable provisions of the California Labor Code, which require, among other things, that Contractor and all subcontractors pay not less than the prevailing rate of wages, as determined by the Director of the California Department of Industrial Relations (“DIR”) in Form Approvedby CityAttorney 9-1-2020Exhibit B-Page3
accordance with California Labor Code section 1773. Contractor and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the Contractor and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner. Contractor shall include these requirements in every subcontract. This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code section 1771.4. The Contractor and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3.60.180. Questions regarding the City’s Labor Compliance Program should be directed to the City Representative. B. DIR Registration: California Labor Code Section 1725.5 requires the Contractor and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with California Labor Code Section 1725.5. Further information can be found on DIR’s website at http://www.dir.ca.gov/Public- Works/Contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the Contractor’s and subcontractors’ obligation to comply in all respects with all other applicable laws and regulations. The Contractor shall disseminate these provisions to all subcontractors. Before the performance of work by Contractor or any subcontractor(s) under this Contract, Contractor shall furnish Contractor’s and any subcontractors’ current DIR registration number(s). The Contractor’s current DIR registration number and thecurrent DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein.C. Workers’ Compensation Certification. In accordance with California Labor Code Section 1861, by signing this Contract, Contractor acknowledges and represents that Contractor is aware of the provisions of section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that Contractor will comply with the provisions of the Labor Code before commencing performance under this Contract. D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the Form Approvedby CityAttorney 9-1-2020Exhibit B-Page4
California Code of Regulations, governing the employment of apprentices. The Contractor and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7.E. Working Hours. If this Contract is for the performance of any Public Work, Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work.F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving Contractor or its subcontractors of any obligations under this Contract.G. Subcontractors. The Contractor shall include these provisions A through F in every subcontract or sub-agreement for any subcontractors performing work under this Contract.

Attachment 1 to Exhibit B - PaymentMonthly Invoice for routine pest control services900.90$ 521.10$ 785.70$ 939.60$ 557.82$ n/a385.56$ 767.88$ 513.00$ 351.00$ 5,722.56$ GroupFacility Name AddressHours per serviceCost per location per serviceService level$54.00 / hour300 RICHARDS 300 RICHARDS 0.3317.82$ Weekly911 COMMUNICATIONS BUILDING 7397 SAN JOAQUIN ST 0.3317.82$ WeeklyANIMAL SHELTER FRONT STREET 2127 FRONT ST 1.1964.26$ WeeklyCITY HALL - Historic, New, & Courtyard 915 I STREET 1.0054.00$ WeeklyOUTREACH & ENGAGEMENT CENTER 3615 AUBURN BLVD 0.5027.00$ WeeklySVS - SACRAMENTO VALLEY STATION (train depot) 401 I ST 0.5027.00$ Weekly207.90$ BELLE COLLEDGE COMMUNITY CENTER 5699 SO. LAND PARK DR 0.5027.00$ MonthlyCLUNIE COMMUNITY CENTER 601 ALHAMBRA 0.5027.00$ MonthlyCOLOMA COMMUNITY CENTER 4623 T ST 0.5027.00$ MonthlyETHEL MacLEOD HART SENIOR CENTER 915 27TH ST 0.5027.00$ MonthlyEVELYN MOORE COMMUNITY CENTER 1402 DICKSON ST 0.5027.00$ MonthlyFULLERTON HOUSE COMMUNITY CENTER 2260 GLEN ELLEN CIR 0.5027.00$ MonthlyGEORGE SIM COMMUNITY CENTER 6207 LOGAN ST 0.5027.00$ MonthlyJOE MIMS JR / HAGGINWOOD COMMUNITY CENTER 3271 MARYSVILLE BLVD 0.5027.00$ MonthlyJOHNSTON COMMUNITY CENTER 231 ELEANOR AVE 0.3317.82$ MonthlyMAX BAER PARK / ELMO SLIDER CLUBHOUSE 7851 35TH AVE 0.3317.82$ MonthlyMcKINLEY PARK ROSE GARDEN 3255 H ST 0.5027.00$ MonthlyNORTH NATOMAS COMMUNITY CENTER 2631 NEW MARKET DR 0.7540.50$ MonthlyOAK PARK COMMUNITY CENTER 3425 MARTIN LUTHER KING JR BLVD 0.5027.00$ MonthlyROBERTSON COMMUNITY CENTER 3525 NORWOOD AVE 0.5027.00$ MonthlySAM & BONNIE PANNELL COMMUNITY CENTER 2450 MEADOWVIEW RD 0.7540.50$ MonthlySHEPARD GARDEN & ARTS CENTER 3316 McKINLEY BLVD 0.5027.00$ MonthlySHEPARD GARDEN & ARTS CENTER - patio area 3316 McKINLEY BLVD 0.3317.82$ MonthlySOUTH NATOMAS COMMUNITY CENTER 2921 TRUXEL RD 0.5027.00$ MonthlySOUTH SIDE CLUBHOUSE 2051 6TH ST 0.3317.82$ MonthlyWOODLAKE CLUBHOUSE 500 ARDEN WAY 0.3317.82$ Monthly521.10$ 1- Office Bldgs etc2- Community & Senior Centers
Group 1- Office Buildings, etc. (weekly price X 52 weeks / 12 months) =Group 2- Community and Senior Centers =Group 3- Corporation Yards and Mechinal or Storage Facilities =Group 4- Fire Department =Group 5- Marina, Museums, Theatres, et al =Group 6- Parking Garages (NOT APPLICABLE TO THIS CONTRACT)Group 7- Police Department =Group 8- Water Treatment Plants and Reservoirs =Group 9- "4th R" Afterschool Program Sites =Group 10- Swimming Pools =TOTAL MONTHLY INVOICE AMOUNT = Attachment 1 to Exhibit B - Page 1
Attachment 1 to Exhibit B - PaymentGroupFacility Name AddressHours per serviceCost per location per serviceService levelMEADOWVIEW COMPLEX - BLDG 1 2812 MEADOWVIEW RD 0.5027.00$ MonthlyMEADOWVIEW COMPLEX - BLDG 2 2812 MEADOWVIEW RD 0.5027.00$ MonthlyMEADOWVIEW COMPLEX - BLDG 3 2812 MEADOWVIEW RD 0.5027.00$ MonthlyMEADOWVIEW COMPLEX - BLDG 5 (Guard Shack) 2812 MEADOWVIEW RD 0.2513.50$ MonthlyMEADOWVIEW COMPLEX - BLDG 6 (warehouse) 2812 MEADOWVIEW RD 0.5027.00$ MonthlyMEADOWVIEW COMPLEX - OES BLDG (vacant) 2800 MEADOWVIEW RD 0.5027.00$ MonthlyNACY - NORTH AREA CORPORATION YARD - BLDG 1 918 DEL PASO RD 0.5027.00$ MonthlyNACY - NORTH AREA CORPORATION YARD - BLDG 2 918 DEL PASO RD 0.2513.50$ MonthlyNACY - NORTH AREA CORPORATION YARD - BLDG 3 918 DEL PASO RD 0.5027.00$ MonthlyNACY - NORTH AREA CORPORATION YARD - DOCK 918 DEL PASO RD 0.7540.50$ MonthlyNACY - NORTH AREA CORPORATION YARD - GUARD 918 DEL PASO RD 0.179.18$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 1 5730 24TH STREET 0.5027.00$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 2 5730 24TH STREET 0.2513.50$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 3 5730 24TH STREET 0.2513.50$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 4 5730 24TH STREET 0.5027.00$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 5 5730 24TH STREET 0.3317.82$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 6 5730 24TH STREET 0.3317.82$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 7 5730 24TH STREET 0.3317.82$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 8 5730 24TH STREET 0.2513.50$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 9 5730 24TH STREET 0.3317.82$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 10 5730 24TH STREET 0.3317.82$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 11 5730 24TH STREET 0.5027.00$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 12 5730 24TH STREET 0.3317.82$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 13 5730 24TH STREET 0.3317.82$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 14 5730 24TH STREET 0.5027.00$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 15 5730 24TH STREET 0.179.18$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 16 5730 24TH STREET 0.3317.82$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 17 5730 24TH STREET 0.3317.82$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 18 5730 24TH STREET 0.3317.82$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 19 5730 24TH STREET 0.3317.82$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 20 5730 24TH STREET 0.2513.50$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 21 5730 24TH STREET 0.3317.82$ MonthlySACY - SOUTH AREA CORPORATION YARD - BLDG 22 5730 24TH STREET 0.5027.00$ MonthlySACY - SOUTH AREA CORPORATION YARD - GUARD ENTER 5730 24TH STREET 0.179.18$ MonthlySACY - SOUTH AREA CORPORATION YARD - GUARD EXIT 5730 24TH STREET 0.179.18$ MonthlySUTTER'S LANDING - BLDG 2 - SKATE PARK 20 28TH ST 0.5027.00$ MonthlySUTTER'S LANDING - BLDG 3 20 28TH ST 0.3317.82$ MonthlySUTTER'S LANDING - GUARD SHACK20 28TH ST 0.179.18$ MonthlySUTTER'S LANDING - BLDG 420 28TH ST 0.3317.82$ MonthlyWILLIAM LAND PARK CORPORATION YARD 3853 18th ST 0.3317.82$ Monthly785.70$ 3- Corporation Yards and Mechinal or Storage Facilities Attachment 1 to Exhibit B - Page 2
Attachment 1 to Exhibit B - PaymentGroupFacility Name AddressHours per serviceCost per location per serviceService levelFIRE DRILL TOWER BLDG 3230 J ST 0.3317.82$ MonthlyFIRE EMS - "Caddy Shack" 3230 J ST 0.179.18$ MonthlyFIRE EMS ANNEX - PPE warehouse, gym, & classroom 3230 J ST 0.3317.82$ MonthlyFIRE EMS OFFICE (Alhambra Reservoir Water Tower) 3230 J ST 0.5027.00$ MonthlyFIRE EMS - Warehouse / Shop 3230 J ST 0.3317.82$ MonthlyFIRE STATION #01 624 Q ST 0.5027.00$ MonthlyFIRE STATION #02 1229 I ST 0.5027.00$ MonthlyFIRE STATION #03 7208 ELKHORN BLVD 0.5027.00$ MonthlyFIRE STATION #04 3145 GRANADA WAY 0.5027.00$ MonthlyFIRE STATION #05 731 BROADWAY 0.5027.00$ MonthlyFIRE STATION #06 3301 MARTIN LUTHER KING JR BLVD 0.5027.00$ MonthlyFIRE STATION #07 6500 WYNDHAM DR 0.5027.00$ MonthlyFIRE STATION #08 5990 H ST 0.5027.00$ MonthlyFIRE STATION #10 5642 66TH ST 0.5027.00$ MonthlyFIRE STATION #11 785 FLORIN RD 0.5027.00$ MonthlyFIRE STATION #12 4500 24TH ST 0.5027.00$ MonthlyFIRE STATION #13 1100 43RD ST 0.5027.00$ MonthlyFIRE STATION #14 (new site opening December 2022) 1400 N B ST 0.5027.00$ MonthlyFIRE STATION #14 (old site) 1341 N C ST 0.5027.00$ MonthlyFIRE STATION #15 1640 W EL CAMINO AVE 0.5027.00$ MonthlyFIRE STATION #15 (old site, currently vacant) 1591 NEWBOROUGH DR 0.5027.00$ MonthlyFIRE STATION #16 7363 24TH ST 0.5027.00$ MonthlyFIRE STATION #17 1311 BELL AVE 0.5027.00$ MonthlyFIRE STATION #18 746 N. MARKET BLVD 0.5027.00$ MonthlyFIRE STATION #19 1700 CHALLENGE WY 0.5027.00$ MonthlyFIRE STATION #20 2512 RIO LINDA BLVD 0.7540.50$ MonthlyFIRE STATION #20 (old site) 300 ARDEN WAY 0.3317.82$ MonthlyFIRE STATION #30 1901 CLUB CENTER DR 0.7540.50$ MonthlyFIRE STATION #43 4201 EL CENTRO RD 0.7540.50$ MonthlyFIRE STATION #56 3720 47TH AVE 0.5027.00$ MonthlyFIRE STATION #57 7927 EAST PARKWAY 0.5027.00$ MonthlyFIRE STATION #60 3301 JULLIARD DR 0.3317.82$ MonthlyFIRE STATION #70 1910 ARICA WAY 0.3317.82$ MonthlyFIRE STATION #99 5801 FLORIN PERKINS ROAD 0.5027.00$ MonthlyFIRE TRAINING TOWER SHELTER PATROL RD, BLDG #701 1.0054.00$ Monthly939.60$ 4- Fire Department
Attachment 1 to Exhibit B - Page 3
Attachment 1 to Exhibit B - PaymentGroupFacility Name AddressHours per serviceCost per location per serviceService levelARCHIVES & MUSEUM STORAGE 5001 LUCE AVE #D, McCLELLAN 0.5027.00$ MonthlyCENTER FOR SACRAMENTO HISTORY 551 SEQUOIA PACIFIC 0.5027.00$ MonthlyCITY CEMETERY - Office 1001 BROADWAY 0.3317.82$ MonthlyCITY CEMETERY - Chapel 1001 BROADWAY 0.179.18$ MonthlyCITY CEMETERY - Garage/Storage 1001 BROADWAY 0.3317.82$ MonthlyCROCKER ART MUSEUM 216 O ST 2.00108.00$ MonthlyMEMORIAL AUDITORIUM 1515 J ST 1.0054.00$ MonthlyMILLER REGIONAL PARK RESTROOMS - Marina 2710 MARINA VIEW DR 0.2513.50$ MonthlyOLD SAC - 2ND ST RESTROOMS 1115 2ND ST 0.2513.50$ MonthlyOLD SAC - PUBLIC MARKET 1100 FRONT ST 0.5027.00$ MonthlyOLD SAC - RIVERFRONT I STREET TO CAP/EMB 0.5027.00$ MonthlyOLD SAC - STEAMER BUILDING 101 K ST 0.5027.00$ MonthlySACRAMENTO HISTORY MUSEUM 101 I STREET 0.5027.00$ MonthlySACRAMENTO MARINA 2710 RAMP WAY 0.5027.00$ MonthlySAFE CREDIT UNION CONVENTION CENTER 1401 K ST 1.5081.00$ MonthlySAFE CREDIT UNION PERFORMING ARTS THEATRE 1301 L ST 1.0054.00$ Monthly557.82$ NOR CAL REG AIR OPERATIONS 4835 KILZER AVE #632 0.5027.00$ MonthlyNOR CAL REG HANGER 4835 KILZER AVE #732 0.5027.00$ MonthlyPOLICE HORSE PATROL UNIT BARN 2700 FRONT STREET 0.3317.82$ MonthlyPOLICE EQUESTRIAN/BOAT UNIT OFFICES 2700 FRONT STREET 0.6736.18$ MonthlyPOLICE EVIDENCE & PROPERTY (Forensics) 555 SEQUOIA PACIFIC BLVD 0.5027.00$ MonthlyPOLICE INTERNAL AFFAIRS 5760 FREEPORT BLVD 0.5027.00$ MonthlyPOLICE NORTH COMMAND - WILLIAM J KINNEY 3550 MARYSVILLE BLVD 0.3317.82$ MonthlyPOLICE NORTH COMMAND - WILLIAM J KINNEY - Garage 3550 MARYSVILLE BLVD 0.3317.82$ MonthlyPOLICE SOUTH COMMAND - JOSEPH E ROONEY 5303 FRANKLIN BLVD 0.5027.00$ MonthlyPOLICE SOUTH COMMAND - JOSEPH E ROONEY - Garage 5303 FRANKLIN BLVD 0.3317.82$ MonthlyPSAB - PUBLIC SAFETY ADMIN BLDG - Fire & Police Admin 5770 FREEPORT BLVD 1.0054.00$ MonthlySAC REG DRIVER TRAINING FACILITY - Bldg 1 (modular) 3905 ALERT RD, MATHER, CA 0.3317.82$ MonthlySAC REG DRIVER TRAINING FACILITY - Bldg 2 (modular) 3905 ALERT RD, MATHER, CA 0.3317.82$ MonthlySAC REG DRIVER TRAINING FACILITY - Bldg 3 (modular) 3905 ALERT RD, MATHER, CA 0.3317.82$ MonthlySAC REG DRIVER TRAINING FACILITY - Bldg 4 (modular) 3905 ALERT RD, MATHER, CA 0.3317.82$ MonthlySAC REG DRIVER TRAINING FACILITY - Garage / fitness 3915 ALERT RD, MATHER, CA 0.3317.82$ Monthly385.56$ 5- Marina, Museums, Theatres, et al7- Police Department Attachment 1 to Exhibit B - Page 4
Attachment 1 to Exhibit B - PaymentGroupFacility Name AddressHours per serviceCost per location per serviceService levelCOMBINED W.T.P. BUSINESS / CUSTOMER / ENGINEERING 1395 35TH AVE 0.7540.50$ MonthlyCOMBINED W.T.P. PLANT SERVICES - CONTROL BLDG 1391 35TH AVE 0.7540.50$ MonthlyCOMBINED W.T.P. ENGINEERING (modular trailers) 1391 35TH AVE 0.3317.82$ MonthlyCOMBINED W.T.P. PLANT SERVICES - MACHINE SHOP 1391 35TH AVE 0.3317.82$ MonthlyE.A. FAIRBAIRN W.T.P. - Admin Building (offices) 7501 COLLEGE TOWN DR 0.7540.50$ MonthlyE.A. FAIRBAIRN W.T.P. - Lab 7501 COLLEGE TOWN DR 0.5027.00$ MonthlyE.A. FAIRBAIRN W.T.P. - Filter Building 7501 COLLEGE TOWN DR 0.3317.82$ MonthlyE.A. FAIRBAIRN W.T.P. - Lab 7501 COLLEGE TOWN DR 0.5027.00$ MonthlyE.A. FAIRBAIRN W.T.P. - Low Lift Pump 7501 COLLEGE TOWN DR 0.3317.82$ MonthlyRESERVOIR - ALHAMBRA 3230 J ST 0.5027.00$ MonthlyRESERVOIR - CAPITAL GATEWAY 2008 TERRACINA DR 0.5027.00$ MonthlyRESERVOIR - CITY COLLEGE 3585 23rd ST 0.5027.00$ MonthlyRESERVOIR - EL CENTRO 5145 EL CENTRO RD 0.5027.00$ MonthlyRESERVOIR - ELKHORN 1988 W ELKHORN BLVD 0.5027.00$ MonthlyRESERVOIR - FLORIN 6290 POWER INN RD 0.5027.00$ MonthlyRESERVOIR - FREEPORT 7788 FREEPORT BLVD 0.5027.00$ MonthlyRESERVOIR - RIVERSIDE (aka SUMP 2) 3530 RIVERSIDE BLVD 0.5027.00$ MonthlyRESERVOIR - ROBLA 4405 RIO LINDA BLVD 0.5027.00$ MonthlyRESERVOIR - SAN JUAN 3320 WITTER WAY 0.5027.00$ MonthlyRESERVOIR - SHASTA 8380 KASTANIS WAY 0.5027.00$ MonthlyRESERVOIR - UC MEDICAL CENTER 4520 V ST 0.5027.00$ MonthlySAC RIVER W.T.P. - ADMIN (offices) 301 WATER ST 0.7540.50$ MonthlySAC RIVER W.T.P. - FILTER BLDG (circa 1921) 301 WATER ST 0.5027.00$ MonthlySAC RIVER W.T.P. - FILTER BLDG (circa 2004) 301 WATER ST 0.3317.82$ MonthlySAC RIVER W.T.P. - FILTER BLDG (circa 2016) 301 WATER ST 0.3317.82$ MonthlySAC RIVER W.T.P. - HEAD HOUSE 301 WATER ST 0.3317.82$ MonthlySAC RIVER W.T.P. - MACHINE SHOP 301 WATER ST 0.3317.82$ MonthlySAC RIVER W.T.P. - PUMP STATION 301 WATER ST 0.7540.50$ MonthlySAC RIVER W.T.P. - STORAGE BLDG 301 WATER ST 0.3317.82$ Monthly767.88$ ALICE BIRNEY 6251 13th ST 0.5027.00$ MonthlyBANCROFT 2929 BELMAR ST 0.5027.00$ MonthlyCALEB GREENWOOD 5457 CARLSON DR 0.5027.00$ MonthlyCROCKER RIVERSIDE 2970 RIVERSIDE BLVD 0.5027.00$ MonthlyDIDION 6490 HARMON DR 0.5027.00$ MonthlyERLEWINE 2441 STANSBERRY WAY 0.5027.00$ MonthlyGOLDEN EMPIRE 9045 CANBERRRA DR 0.5027.00$ MonthlyHERON 5151 BANFIELD DR 0.5027.00$ MonthlyHIGHT 3200 NORTH PARK DR 0.5027.00$ MonthlyHOLLYWOOD PARK 4915 HARTE WAY 0.5027.00$ MonthlyNATOMAS PARK 4700 CREST DR 0.5027.00$ MonthlyPASO VERDE 3800 DEL PASO RD 0.5027.00$ MonthlyPHOEBE HERST 1410 60th ST 0.5027.00$ MonthlyPONY EXPRESS 1250 56th AVE 0.5027.00$ MonthlyREGENCY PARK 5901 BRIDGECROSS DR 0.5027.00$ MonthlySEQUOIA 3333 ROSEMONT DR 0.5027.00$ MonthlySUTTERVILLE 4967 MONTEREY WAY 0.5027.00$ MonthlyTWO RIVERS 3201 W RIVER DR 0.5027.00$ MonthlyWITTER RANCH 3790 POPPY HILL WAY 0.5027.00$ Monthly513.00$ 9- "4th R" Afterschool Program Sites 8- Water Treatment Plants and ReservoirsAttachment 1 to Exhibit B - Page 5 Attachment 1 to Exhibit B - PaymentGroupFacility Name AddressHours per serviceCost per location per serviceService levelCABRILLO POOL 1648 65TH AVE 0.5027.00$ MonthlyCLUNIE POOL 607 ALHAMBRA BLVD 0.5027.00$ MonthlyDOYLE POOL 2827 MENDEL WAY 0.5027.00$ MonthlyGEORGE SIM POOL 6207 LOGAN WAY 0.5027.00$ MonthlyGLENN HALL POOL 5201 CARLSON DR 0.5027.00$ MonthlyJOHNSTON POOL 231 ELEANOR AVE 0.5027.00$ MonthlyMANGAN POOL 2140 34TH AVE 0.5027.00$ MonthlyMcCLATCHY POOL 3500 5TH AVE 0.5027.00$ MonthlyNORTH NATOMAS AQUATICS COMPLEX 2601 NEW MARKET DR 0.5027.00$ MonthlyOKI POOL 2715 WISSEMAN DR 0.5027.00$ MonthlyPANNELL MEADOWVIEW POOL 2450 MEADOWVIEW RD 0.5027.00$ MonthlySOUTHSIDE POOL 2107 6TH ST 0.5027.00$ MonthlyTAHOE POOL 3501 59TH ST 0.5027.00$ Monthly351.00$ 10- Swimming Pools
Attachment 1 to Exhibit B - Page 6
Attachment 2 to Exhibit B - PaymentPer hour81.00$ 81.00$ 78.98$ 78.98$ 78.98$ 78.98$ 78.98$ 78.98$ Each23.98$ Additional Services and Material Costs are to be billed separately from the invoice for routine monthly service. 6- Additional Service ordered by the City on a WEEKEND =8- Additional Service ordered by the City on a HOLIDAY =18- Bat mitigation =19- Bee mitigation =20- Beetle mitigation =21- Flea mitigation =23- Small Mammal mitigation =24- Tick mitigation =Rates for Additional Services Material Costs11- Rodent Bait Stations =Additional Services and Material Costs are to be quoted in writing by the Contractor and approved in writing by the City before work may begin.Attachment 2 to Exhibit B - Page 1 Form Approvedby CityAttorney 9-1-2020ExhibitC –Page 1
EXHIBIT C INSURANCE 1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintain the insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Contractor is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Contractor's insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City.Contractor's liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Contractor in connection with this Contract.2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Contractor and subcontractors, products and completed operations of Contractor and subcontractors, and premises owned, leased, or used by Contractor and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy. The City, its officials, employees, and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of Contractor and subcontractors; products and completed operations of Contractor and subcontractors; and premises owned, leased, or used by Contractor and subcontractors. 3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. _X_ Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor. The City, its officials, employees, and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability. 4. Excess Insurance. The minimum limits of insurance required above may be satisfied by a combination of primary and umbrella or excess insurance coverage, provided that any umbrella or excess insurance contains, or is endorsed to contain, a provision that it will apply on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by City, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverage and will not contribute to it.

Form Approvedby CityAttorney 9-1-2020ExhibitC –Page 2

5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage.(Check the applicable provision.)_X_ Workers’ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City.6. Other Insurance Provisions. The policies must contain, or be endorsed to contain, the following provisions: A. Contractor's insurance coverage, including excess insurance, shall be primary insurance as respects the City, its officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees, or volunteers will be in excess of Contractor's insurance and will not contribute with it. B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees, or volunteers. C. Coverage shall state that Contractor's insurance applies separately to each insuredagainst whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.D. Contractor shall provide the City with 30 days written notice of cancellation or material change in the policy language or terms. 7. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Exhibit C must be declared to and approved by the City in writing before execution of this Contract.8. Verification of Coverage. A. Contractor shall furnish City with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier. Copies of policies shall be delivered to the City Representative on demand. B. Contractor shall send all insurance certificates and endorsements, including policy renewals, during the term of this Contract directly to: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564 Form Approvedby CityAttorney 9-1-2020ExhibitC –Page 3
C. Certificate Holder must be listed as:City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564D. The City may withdraw its offer of Contract or cancel this Contract if the certificates of insurance and endorsements required have not been provided before execution of this Contract. The City may withhold payments to Contractor and/or cancel the Contract if the insurance is canceled or Contractor otherwise ceases to be insured as required herein.9. Subcontractor Insurance Coverage. Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 1 EXHIBIT D GENERAL CONDITIONS 1. Independent Contractor.A. It is understood and agreed that Contractor (including Contractor’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’s assigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Contract, and Contractor will be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of Contractor’s employees or by any third party, including any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract. B. It is further understood and agreed by the parties that Contractor, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by Contractor for accomplishing the results. To the extent that Contractor obtains permission to, and does, use CITY facilities, space, equipment, or support services in the performance of this Contract, this use will be at the Contractor’s sole discretion based on the Contractor’s determination that the use will promote Contractor’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract, the CITY does not require that Contractor use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing. C. If, in the performance of this Contract, any third persons are employed by Contractor, such persons will be entirely and exclusively under the direction, supervision, and control of Contractor. Except as otherwise provided in this Contract, all terms of employment,including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor. It is further understood and agreed that Contractor will issue W-2 or 1099 Forms for income and employment tax purposes for all Contractor’s assigned personnel and subcontractors.

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 2 D. The provisions of this section will survive any expiration or termination of this Contract. Nothing in this Contract creates an exclusive relationship between CITY and Contractor. Contractor may represent, perform services for, or be employed by any additional persons or companies so long as Contractor does not violate the provisions of Section 5, below. 2. Licenses; Permits, Etc. Contractor represents and warrants that Contractor has and shall maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for Contractor to practice its profession or fulfill the terms of this Contract, including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State. 3. Time.Time is off the essence in the performance of this Contract. Contractor shall devote the necessary time and effort to its performance under this Contract. Neither party will be considered in default of this Contract, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party.4. Contractor Not Agent.Except as City may specify in writing, Contractor and Contractor’s personnel have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, express or implied, to bind City to any obligations whatsoever.5. Conflicts of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the City’s interests or that would in any way hinder Contractor’s performance under this Contract. Contractor further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent, or subcontractor, without theCity’s written consent. Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the City’s interests during the performance of this Contract. If Contractor is or employs a former officer or employee of the City, Contractor and any former City officer or employee shall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any City department, board, commission, or committee. 6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If Contractor is shipping Hazardous Substances, Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, Contractor must provide a revised SDS to each City location receiving Hazardous Substances.

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 3

7. Confidentiality of City Information.During performance of this Contract, Contractor may gain access to and use City information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the City. Contractor agrees to protect all City Information and treat it as strictly confidential, and further agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose orcommunicate in any manner any City Information to any third party without the City’s prior written consent. In addition, Contractor must comply with all City policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief. 8. Contractor Information. A. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor under this Contract. In this Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City. B. Contractor shall fully defend, indemnify and hold harmless City, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor under this Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. City shall make reasonable efforts to notify Contractor not later than ten days after City is served with any such claim, action, lawsuit or other proceeding. However, City’s failure to provide notice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract. C. All proprietary and other information received from Contractor by City, whether received in connection with Contractor’s proposal to City or in connection with Contractor’s performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to City, City shall give notice to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective Form Approved by City Attorney 9-1-2020 Exhibit D – Page 4 order to prevent the disclosure of the information. The Contractor shall have sole responsibility for defense of the actual “trade secret” designation of such information.D. The parties understand and agree that any failure by Contractor to respond to the notice provided by City and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding the information designated “trade secret” by Contractor, and the information will be disclosed by City in accordance with the Public Records Act. 9. Notification of Material Changes in Business. Contractor agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. Contractor also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligations to the City under this Contract. 10. Standard of Performance. Contractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California and in compliance with all requirements of this Contract. All products that Contractor delivers to City under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor’s profession. Contractor shall assign only competent personnel to perform on its behalf under this Contract. Contractor must notify the City in writing of any changes in Contractor’s staff assigned to perform under this Contract before any performance by the new staff member. If the City, in its sole discretion, determines that any person assigned by the Contractor to perform under this Contract is not performing in accordance with the standards required herein, City shall provide notice to Contractor. Contractor shall immediately remove the assigned person upon receipt of the notice. 11. Performance or Different Terms and Conditions. The City's subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the Contractor, nor will the City's subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. Contractor's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract.12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the City is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The Contractor shall serve the City during a declared emergency or disaster, subject to the same terms and conditions that apply during non-emergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the Contractor shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the Contractor's source stating the reason for the disruption.

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 5

13. Term; Suspension; Termination.A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein.B. City shall have the right at any time to suspend Contractor’s performance hereunder, in whole or in part, by giving a written notice of suspension to Contractor. Upon receipt ofsuch notice, Contractor shall immediately suspend its activities under this Contract, asspecified in the notice.C. The City shall have the right to terminate this Contract at any time by giving a written notice of termination to Contractor. Upon receipt of such notice, Contractor shall immediately cease performance under this Contract as specified in the notice. If the City terminates this Contract:(1) Contractor shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City.(2) The City shall pay Contractor the reasonable value of Goods or Services provided by Contractor before termination; provided, however, City shall not in any manner be liable for lost profits that might have been made by Contractor had the Contract not been terminated or had Contractor completed performance required by this Contract. Contractor shall furnish to the City any financial information requested by the City to determine the reasonable value of the Goods or Services provided by Contractor. The foregoing is cumulative and does not affect any right or remedy that City may have in law or equity. 14. Default by Contractor.In case of default by the Contractor, the City reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the Contractor, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by theCity will be considered the prevailing market price at the time such purchase is made.15. Guarantee and Warranty. Contractor assumes design responsibility and warrants the articles to be free from design defect and suitable for the purposes intended by City. If it is determined by the City that the Goods and Services do not meet the minimum requirements of this Contract, the Contractor shall correct the same at Contractor's sole expense. A. The Contractor agrees that the Goods and Services furnished under this Contract will be covered by the industry standard or better warranty. B. Contractor further warrants that the Goods and Services furnished under this Contract will be covered by the most favorable commercial warranties the Contractor gives to any customer for the Goods and Services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded Form Approved by City Attorney 9-1-2020 Exhibit D – Page 6 to the City at law or equity, or by any other clause of this Contract.C. Any additional warranties provided by law, including the warranty of merchantability and warranty of fitness for a particular purpose will remain in full force and effect and inure to the City's benefit. City reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods and Services.D. City's inspections, approval, acceptance, or payment for all or part of any Goods and Services will in no way affect City's warranty rights. 16. Indemnity.A. Indemnity:Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor. B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits, or other proceedings subject to the provisions of section 8.B., above. C. Survival. The provisions of this section will survive any expiration or termination of this Contract.

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 7

17. Funding Availability.A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code.B. The City’s payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council.C. This Section shall govern over any other contrary provision of the Contract.18. Equal Employment Opportunity.During the performance of this Contract, Contractor, for itself,its assignees and successors in interest, agrees as follows:A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws, and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment,” as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.” B. Nondiscrimination: Contractor, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in discrimination prohibited by the Regulations.C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation.D. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the City to be pertinent to ascertain compliance with the Regulations, orders, and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to the City, and shall set forth what efforts it has made to obtain the information.E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with the nondiscrimination provisions of this Contract, the City shall impose any sanctions it determines are appropriate including:

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 8 (1) Withholding of payments to Contractor under this Contract until Contractor complies;(2) Cancellation, termination, or suspension of this Contract, in whole or in part.F. Incorporation of Provisions: Contractor shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request that the City join such litigation to protect the City’s interests. 19. Entire Agreement.This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by Contractor, and by City, in accordance with applicable provisions of the Sacramento City Code. 20. Modification of Contract. The Contractor shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract.21. Severability.If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law. 22. Waiver.Neither the City’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach, or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party.23. Governing Law.This Contract shall be governed, construed, and enforced in accordance withthe laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties’ consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 9

24. Assignment Prohibited.The expertise and experience of Contractor are material considerations for this Contract. City has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Contractor under this Agreement. In recognition of this interest, Contractor shall not assign any right or obligation pursuant to this Contract without the written consent of the City. Any attempted or purported assignment without City’s written consent shall be void and of no effect. 25. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 24, above. 26. Compliance with Laws. The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission. 27. Debarment Certification A. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that Contractor, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds: (1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency; (2) Has not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or (4) Has not, within a three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default. (5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations.

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 10 B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the City. C. Exceptions will not necessarily result in denial of recommendation for award but will be considered in determining Contractor’s responsibility. Disclosures must indicate to whom exceptions apply, the initiating agency, and dates of action.D. City will review the Federal Government’s System for Award Management Exclusions maintained by the General Services Administration for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason of changed circumstances. If it is later determined that the Contractor’s warranties and certification in this Section were erroneous, the City may terminate this Agreement for default.

Form Approvedby CityAttorney 9-1-2020Page1
CONTRACT #:PRC002196CONTRACT NAME:Integrated Pest Management (IPM) for Structural Pest Control (CityParking Garages) and Bat and Termite Mitigation CONTRACT PROJECT #: 06001521-1001-434091eCAPS SUPPLIER ID #: 0000019339DEPARTMENT: FinanceDIVISION: ProcurementCITY OF SACRAMENTO NONPROFESSIONAL SERVICES AGREEMENT THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), andRentokil Terminix 150 Peabody Place Memphis, TN 38103-3720 Phone 901-654-0212 (“Contractor”), as of the Effective Date, as defined below. The City and Contractor agree as follows: 1. Effective Date. This Contract shall be effective beginning the date it is fully executed by the duly authorized parties.2.Contract Documents. This Contract includes each of the following documents, which are attached or incorporated by this reference (referred to collectively as the “Contract Documents”): Request for Qualifications No. Q23061521004, Request for Bids No. B23061521005, and anyQ and A and Addenda for the two solicitations Exhibit A – Scope of Work Exhibit B – Payment Exhibit C – Insurance Exhibit D – General Conditions Purchase Orders If there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.

Form Approvedby CityAttorney 9-1-2020Page2

3.Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to City the non-professional services described in Exhibit A (“Services”). Contractor will not be compensated for non-professional services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services: (a) Contractor notifies City and City agrees that the Additional Services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these Additional Services; and (c) City, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor. City will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable. 4.Payment.City shall pay Contractor at the times and in the manner set forth in Exhibit B. Contractor shall submit all invoices to City in the manner specified in Exhibit B.5.Facilities and Equipment. Except as set forth below, Contractor shall, at its sole cost and expense, furnish all facilities and equipment required for Contractor to perform this Contract. City shall furnish to Contractor only the facilities and equipment listed below, if any. None. 6. Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C. 7.General Conditions.Contractor shall comply with the terms and conditions set forth in the attached Exhibit D. 8.Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (Equal Benefits Ordinance),” can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

Form Approvedby CityAttorney 9-1-2020Page3

9.Living Wage.This Contract may be subject to Sacramento City Code chapter 3.58, Living Wage. A summary of the requirements, entitled "Living Wage Requirements", can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-OrdinancesThe Living Wage Ordinance is applicable to certain contracts with the City in an amount of$250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period.Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.58. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.58 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.58. Contractor's violation of Sacramento City Code chapter 3.58 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.In addition, for Services that constitute "Public Works" under California Labor Code Section 1720 et seq., if both prevailing wage and living wage requirements apply, Contractor shall pay the higher of the two rates.10. Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process. A summary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at:https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period. Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62. Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

Form Approvedby CityAttorney 9-1-2020Page4

11.Local Business Enterprise Program. The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") are applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-OrdinancesContractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60. Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. 12. Authority.The person signing this Contract for Contractor represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the Contractor and to bind the Contractor to the performance of the Contract’s obligations. [Signatures Page Following Exhibits] Form Approvedby CityAttorney 9-1-2020Exhibit A -Page1
EXHIBIT A SCOPE OF SERVICES 1. Representatives.The CITY Representative for this Agreement is:Gary O’Neill / Contracts and Compliance Specialist / Procurement Division Sacramento City Hall 915 I Street, 2nd FloorSacramento, CA 95814-2614Phone 916-808-7432 / email [email protected] CONTRACTOR Representative for this Agreement is:William Lucas, Branch No. 2133 ManagerRentokil Terminix10161 Croydon Way Sacramento, CA 95827-2107 Phone 808-345-0210 / E-mail [email protected] Unless otherwise provided in this Contract, all Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative.2. Scope of Services.Contractor shall provide Services to City as set forth in Attachment 1 to this Exhibit A. 3. Time of Performance. The Services described in this Contract shall be provided for two years, May 1, 2023, through April 30, 2025. The City may extend this Contract for up to three additional three years and two months, for a maximum five-year and two-month term through June 30, 2028. Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A. Contractor shall immediately notify the City if Contractor is unable to perform Services in compliance with this Contract.

Attachment 1 to Exhibit A –Scope of Services
Attachment 1 to Exhibit A - Page 1
1)DUTIES SUMMARY: The Contractor shall control for and mitigate against pest infestations located in and around the various City premises and provided Integrated Pest Management (IPM) services. The Contractor shall employ IPM strategies such as habitat modification, exclusion, removal of food and water sources, sanitation and making repairs. Since this is an IPM contract, chemical controls shall be used primarily as a last resort and only after approval by the City on a case-by-case basis. 2)DIR REGISTRATION: All contractors and subcontractors working on this contract shall be registered with the California Department of Industrial Relations (DIR) during the term of the contract.3) PEST LICENSE: At a minimum, the Contractor shall have and maintain a Branch 2 General Pest License as issued by the Structural Pest Control Board within the Department of Consumers Affairs. The Contractor may also hold Branch 1 Fumigation and Branch 3 Termite Licenses or subcontract with a firm or firms that does hold these licenses. Persons employed by the contractor to perform pest control services on this contract shall either be licensed by the same board and possess a field representative’s license in the proper branch or be under the direct supervision of an employee holding a valid field representative’s license in the proper branch. 4) LAWS AND REGULATIONS: The Contractor shall perform its services in accordance with the requirements of the State of California, Department of Consumer Affairs, Structural Pest Control Act, Business and Professions Code Division 3, Chapter 14, and other applicable laws. In the event of a change in existing law(s) as it pertains to the services herein, the Contractor shall have the right to revise the service charges upon approval of the City. It Is the responsibility of the contractor to secure any necessary use permits or licenses required for the use of any pesticides and to abide by any conditions set forth in those permits or licenses. It is incumbent upon the contractor and those in its employ to be aware of the injurious nature of any pesticide used and to ensure proper safeguards in the application of those pesticides. 5) ENVIRONMENTAL CERTIFICATION: The Contractor shall be certified for using environmentally friendly methods for pest mitigation. Certification from Eco Wise, Green Pro, or a similar organization approved by the City is required. 6) LIMITED WARRANTY: The Contractor warrants that the products used shall be free of defects in workmanship for a period of one year from the date of application or installation. 7) PEST INFESTATION SERVICE: The Contractor shall provide control and mitigation of the following pests at rates as set forth in Attachment 1 to Exhibit B: a) Ants, centipedes, clothes moths, cockroaches, crickets, earwigs, fleas, mice, millipedes, paper wasps, rats, silverfish, spiders including black widow and brown recluse, and ticks. b) The control of bedbugs will also be required at all Fire Station locations. c) Frequency of service may be changed during the term of the contract through a revision of the purchase order used to pay for the services. The cost for the service will be adjusted accordingly. 8) APPROVAL OF METHODS: The City reserves the right to approve or disapprove of any pest mitigation method used by the Contractor at City facilities prior to the initiation of services. 9)DATES AND TIMES FOR SERVICE: The dates and times for regularly scheduled service shall be agreed upon in advance in writing by the City and the Contractor.

Attachment 1 to Exhibit A –Scope of Services
Attachment 1 to Exhibit A - Page 2
10) INITIAL SERVICE VISIT: The Contractor shall walk each site to determine the best integrated pest control method to mitigate pests. Initial service visit may include application of approved pesticides to the interior of the structure and/or to the exterior perimeter of the structure, and/or place traps to the exterior of the structure, at its discretion as necessary to control and mitigate against the pest listed above. 11) SUBSEQUENT ROUTINE VISITS: The Contractor shall apply pesticides and empty/replace traps. The Contractor may follow up with sites visits to locations at their discretion at no additional cost to the City. 12) EMPLOYEE IDENTIFICATION: The Contractor shall furnish employees that are in the Contractor’s uniform and have a photo ID badge issued by the Contractor. 13) ACCESS TO PROPERTY: The City shall allow access to locations by the Contractor’s personnel to perform contracted duties at the locations. a) The City cannot guarantee that City staff will be available to meet or consult with the Contractor at the time of the service. b) Some City locations may require that Contractor personnel check in prior to starting service. c) The City reserves the right to deny admittance to any of the Contractor’s personnel if, in the City’s sole opinion, there is potential issues with allowing personnel on the site. 14) FACILITY CORRECTION REPORTING: The Contractor shall report to the City facility conditions conducive to the breeding and harborage of pests. This includes water leakage and landscape management. a) The City cannot guarantee the schedule for repairs to that facility. b) The City understands and accepts that lack of requested repairs may hamper the completion of pest mitigation tasks at the location by the Contractor. 15) DELIVERABLES: The following items will be delivered to the City’s representative to ensure contract compliance: a) Copies of the badges and licenses held by the staff who work on this contract. b) An IPM plan or plans for the City locations that they are awarded within thirty days of being awarded a contract. The plan must identify the proposed primary pesticides and alternatives by California Environmental Protection Agency (EPA) accepted common name (generic name). Proposed trapping or exclusion devices for pests, If any, should also be included. The plan should describe in detail the contractor's means for monitoring pest populations In and around the building(s). c) Completed work orders, job tickets, or other supporting documents as one PDF file when the monthly invoice is submitted. The supporting documents should include the location, date and time, and a brief description of the service that was performed. d) Meet quarterly with City personnel to discuss the IPM plan, challenges to providing service, seasonal changes in service, and other matters that effect the IPM plan and the contract. e) Upon request, a copy of the monthly report of all pesticides used in the City as provided to the county agricultural commissioner will be provided to the City. f) Maps of the locations, showing location of all traps or trapping devices, and bait station locations, may be required by the City. A list can be substituted instead of a map if this alternative is approved by the City on a case-by-case basis. g) A logbook at each location serviced under the contract. The logbook shall contain a copy of the IPM plan and a copy of the Safety Data Sheet (SDS) for each pesticide used at that location. h) A copy of all Health and Safety reports submitted to the California State Board of Health. A copy is also to be left with the Kitchen Chef or the manager for that site.

Attachment 1 to Exhibit A –Scope of Services
Attachment 1 to Exhibit A - Page 3
16) INSURANCE: The City’s insurance requirements, as stated in Exhibit C of the non-professional service agreement, shall supersede those requirements stated by the Structural Control Board, Article 9, 8692 (a). 17) DISMISSAL OF UNSATISFACTORY EMPLOYEES: The Contractor shall furnish only employees who are competent and skilled for work under this contract. The City has the right to request that an employee not be used at a facility without stating a reason. 18) UNSATISFACTORY SERVICE: The Contractor shall be advised in writing by the City of any dissatisfaction with service. The Contractor shall correct the unsatisfactory condition within ten (10) calendar days. Continued failure to correct the unsatisfactory condition may result in the City determining that the contract needs to be terminated and the work performed by another contractor. In the event of unresolvable differences related to service, the City or Contractor may seek clarification from the State of California Structural Pest Control Board. 19) PURCHASE ORDER: A purchase order (“PO”) or orders shall be issued by the City to encumber funds and pay for services. The purchase order is good for one fiscal year, July 1 through June 30 of the following year. A new purchase order or orders will be issued for each fiscal year. Contractor’s invoices must reference the correct purchase order number. Payment cannot be made on an invoice if it is submitted without a PO number or if an incorrect PO number is referenced. 20) HOLIDAYS: The City observes the following days as holidays and most City offices are closed: -- New Year’s Day - *January 1 -- Martin Luther King Day - Third Monday in January -- President’s Day - Third Monday in February -- Cesar Chavez Day - *March 31 -- Memorial Day - Last Monday in May -- Independence Day - *July 4 -- Labor Day - First Monday in September -- Veterans Day - *November 11 -- Thanksgiving Day - Fourth Thursday in November -- Day After Thanksgiving - Fourth Friday in November -- Christmas Day - *December 25 * If this Holiday falls on a Saturday, it is observed on the preceding Friday, if on a Sunday, then the succeeding Monday. Half-Day Holidays: In addition to the above-named holidays, most City facilities also observe a half day of work on Christmas Eve, December 24, and New Year’s Eve, December 31, and close at noon on those days. If a Half-Day Holiday falls on a Saturday or Sunday, it is observed on the preceding Friday afternoon. The Contractor will not perform routine tasks on City holidays. However, some City facilities are open 24/7 or on holidays, such as the 311 and 911 Communications Centers, the Parking Garages, Animal Care, Water Treatment Plants, Sacramento Valley Station, Old Sacramento Historical Area, Fire and Police Facilities, et al. Additional or Emergency Services may be required on those days.

Attachment 1 to Exhibit A –Scope of Services
Attachment 1 to Exhibit A - Page 4
21) COOPERATIVE PURCHASING (aka “piggybacking”): If mutually agreeable to both parties, the use of any resulting contract may be extended to other government agencies. It shall be understood that all terms and conditions as specified herein shall apply. The City of Sacramento will not be an agent, partner, or representative of any other government agency as it relates to this specification and is not obligated or liable, including, but not limited to, payment for an order placed by any other government agency.

Form Approvedby CityAttorney 9-1-2020Exhibit B-Page1
EXHIBIT B PAYMENT 1. Contractor’s Compensation. The total of all fees paid to the Contractor for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $ 22,500. The payments specified in this Exhibit B shall be the only payments made to Contractor unless the City approves a Supplemental Contract. 2. Pricing. Contractor shall be paid as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls.3. Contractor’s Reimbursable Expenses. “Reimbursable Expenses” are limited to actual expenditures of Contractor for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the City. 4. Miscellaneous Charges. No additional charges will be allowed unless specified in the Contract, including charges for transportation, fuel, containers, packing, or disposal.5. Payments to Contractor. Contractor is responsible for supplying all documentation necessary to verify invoices to the City’s satisfaction.A. Payment terms are NET 30 days, unless the Contractor offers a prompt payment discount that was accepted by the City or as otherwise stated in this Contract. Any prompt payment discounts will be computed from the date of acceptance by the City, or from the date an invoice is received, whichever occurs later.B. Invoices must be submitted to the “Bill-To” address as stated on the purchase order(s). C. All invoices submitted by CONTRACTOR must contain the following information:(1) Job/Project Name(2) CITY’s current Purchase Order Number (3) Contractor’s Invoice Number(4) Date of Invoice Issuance(5) Work Order Number (if applicable) (6) CITY representative identified on the Purchase Order(7) Contractor’s remit address (8) Itemized description of items billed under Invoice (9) Itemized description of all authorized Reimbursable Expenses(10) Itemized description of all applicable taxes (sales, use, excise, etc.) (11) Amount of Invoice (itemize all authorized Reimbursable Expenses) (12) Total Billed to Date under Contract (if applicable) Form Approvedby CityAttorney 9-1-2020Exhibit B-Page2
D. Items must be separated into Goods, Services, and Reimbursable Expenses. All applicable sales, use, excise, or similar taxes, including federal excise tax, must be itemized separately on the invoice. Invoices that do not conform to the format outlined above will be returned to Contractor for correction. City is not responsible for delays in payment to Contractor resulting from Contractor’s failure to comply with the invoice format described above. E. For Goods only, a bill of lading number and weight of shipment will be shown for shipments on the Government Bill of Lading. F. Unless otherwise specified in this Contract, partial payments will not be made by the City and payment will not be due until the completion of the Goods order. No payment precludes the City’s right to inspect. Requests for payment status should be addressed to the City Representative for this Contract. 6. Additional Services.Additional Services shall be provided only when a Supplemental Contract or Purchase Order authorizing the Additional Services is approved in writing by the City inaccordance with the City’s contract amendment procedures. The City reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services. 7. Accounting Records of Contractor. During performance of this Contract and for a period of three years after completion of performance, Contractor shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of Contractor’s costs for performance under this Contract and records of Contractor’s Reimbursable Expenses. Contractor shall keep and make records available for inspection and audit by representatives of the City upon reasonable written notice. 8. Tax Payments. Contractor shall pay, when and as due, all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide CITY with proof of the payment upon request. Contractor hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages, or injuries suffered by CITY arising out of Contractor’s breach of this section.9. Public Works Requirements.X This is a Public Works Agreement if the Contractor performs alteration,demolition, repair, or maintenance work in an amount exceeding $15,000.If the line above is checked, this Contract includes “Public Work” under the California Labor Code and is subject to the following requirements: A. Payment of Prevailing Wages: Contractor and any subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code section 3.60.180 and applicable provisions of the California Labor Code, which require, among other things, that Contractor and all subcontractors pay not less than the prevailing rate of wages, as determined by the Director of the California Department of Industrial Relations (“DIR”) in Form Approvedby CityAttorney 9-1-2020Exhibit B-Page3
accordance with California Labor Code section 1773. Contractor and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the Contractor and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner. Contractor shall include these requirements in every subcontract. This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code section 1771.4. The Contractor and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3.60.180. Questions regarding the City’s Labor Compliance Program should be directed to the City Representative. B. DIR Registration: California Labor Code Section 1725.5 requires the Contractor and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with California Labor Code Section 1725.5. Further information can be found on DIR’s website at http://www.dir.ca.gov/Public- Works/Contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the Contractor’s and subcontractors’ obligation to comply in all respects with all other applicable laws and regulations. The Contractor shall disseminate these provisions to all subcontractors.Before the performance of work by Contractor or any subcontractor(s) under this Contract, Contractor shall furnish Contractor’s and any subcontractors’ current DIR registration number(s). The Contractor’s current DIR registration number and thecurrent DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein.C. Workers’ Compensation Certification. In accordance with California Labor Code Section 1861, by signing this Contract, Contractor acknowledges and represents that Contractor is aware of the provisions of section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that Contractor will comply with the provisions of the Labor Code before commencing performance under this Contract. D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the Form Approvedby CityAttorney 9-1-2020Exhibit B-Page4
California Code of Regulations, governing the employment of apprentices. The Contractor and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7.E. Working Hours. If this Contract is for the performance of any Public Work, Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work.F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving Contractor or its subcontractors of any obligations under this Contract.G. Subcontractors. The Contractor shall include these provisions A through F in every subcontract or sub-agreement for any subcontractors performing work under this Contract.

Attachment 1 to Exhibit B - Payment
Attachment 1 to Exhibit B – page 1
Billable rate for routine service is $85.00 per hour.GROUP 6: Parking Garages.Service once per month.AddressNumber of hours to perform regular service each month Monthly CostLOT C - MEMORIAL GARAGE 805 14TH ST (14th& H)0.65 $55.25LOT H - CAPITOL GARAGE 1126 11thST (10th& L)0.63 $53.55 LOT H - OFFICE SHOP 1126 11thST (10th& L)0.2 $17.00 LOT I - CITY HALL GARAGE (including City offices on first floor) 1000 I ST (10th& I)1.25 $106.25 LOT P - OLD SACRAMENTO GARAGE 200 I ST (2nd& I)0.65 $55.25 LOT R - TOWER BRIDGE GARAGE 135 NEASHAM CIR 0.65 $55.25 Totals4.03 $342.55 Bat or Termite Mitigation @ $85.00 per hour. Additional service ordered by the City to be performed on a WEEKEND = $127.50 per hour. Additional service ordered by the City to be performed on a CITY HOLIDAY = $170 per hour.

Form Approvedby CityAttorney 9-1-2020ExhibitC –Page 1
EXHIBIT C INSURANCE 1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintain the insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Contractor is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Contractor's insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City.Contractor's liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Contractor in connection with this Contract.2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Contractor and subcontractors, products and completed operations of Contractor and subcontractors, and premises owned, leased, or used by Contractor and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy. The City, its officials, employees, and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of Contractor and subcontractors; products and completed operations of Contractor and subcontractors; and premises owned, leased, or used by Contractor and subcontractors. 3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. _X_ Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor. The City, its officials, employees, and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability. 4. Excess Insurance. The minimum limits of insurance required above may be satisfied by a combination of primary and umbrella or excess insurance coverage, provided that any umbrella or excess insurance contains, or is endorsed to contain, a provision that it will apply on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by City, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverage and will not contribute to it.

Form Approvedby CityAttorney 9-1-2020ExhibitC –Page 2

5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage.(Check the applicable provision.)_X_ Workers’ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City.6. Other Insurance Provisions.The policies must contain, or be endorsed to contain, the following provisions:A. Contractor's insurance coverage, including excess insurance, shall be primary insurance as respects the City, its officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees, or volunteers will be in excess of Contractor's insurance and will not contribute with it. B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees, or volunteers. C. Coverage shall state that Contractor's insurance applies separately to each insuredagainst whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.D. Contractor shall provide the City with 30 days written notice of cancellation or material change in the policy language or terms. 7. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Exhibit C must be declared to and approved by the City in writing before execution of this Contract.8. Verification of Coverage. A. Contractor shall furnish City with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier. Copies of policies shall be delivered to the City Representative on demand. B. Contractor shall send all insurance certificates and endorsements, including policy renewals, during the term of this Contract directly to: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564 Form Approvedby CityAttorney 9-1-2020ExhibitC –Page 3
C. Certificate Holder must be listed as:City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564D. The City may withdraw its offer of Contract or cancel this Contract if the certificates of insurance and endorsements required have not been provided before execution of this Contract. The City may withhold payments to Contractor and/or cancel the Contract if the insurance is canceled or Contractor otherwise ceases to be insured as required herein.9. Subcontractor Insurance Coverage. Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 1 EXHIBIT D GENERAL CONDITIONS 1. Independent Contractor.A. It is understood and agreed that Contractor (including Contractor’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’s assigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Contract, and Contractor will be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of Contractor’s employees or by any third party, including any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract. B. It is further understood and agreed by the parties that Contractor, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by Contractor for accomplishing the results. To the extent that Contractor obtains permission to, and does, use CITY facilities, space, equipment, or support services in the performance of this Contract, this use will be at the Contractor’s sole discretion based on the Contractor’s determination that the use will promote Contractor’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract, the CITY does not require that Contractor use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing. C. If, in the performance of this Contract, any third persons are employed by Contractor, such persons will be entirely and exclusively under the direction, supervision, and control of Contractor. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor. It is further understood and agreed that Contractor will issue W-2 or 1099 Forms for income and employment tax purposes for all Contractor’s assigned personnel and subcontractors.

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 2 D. The provisions of this section will survive any expiration or termination of this Contract. Nothing in this Contract creates an exclusive relationship between CITY and Contractor. Contractor may represent, perform services for, or be employed by any additional persons or companies so long as Contractor does not violate the provisions of Section 5, below. 2. Licenses; Permits, Etc. Contractor represents and warrants that Contractor has and shall maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for Contractor to practice its profession or fulfill the terms of this Contract, including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State. 3. Time. Time is off the essence in the performance of this Contract. Contractor shall devote the necessary time and effort to its performance under this Contract. Neither party will be considered in default of this Contract, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party. 4. Contractor Not Agent.Except as City may specify in writing, Contractor and Contractor’s personnel have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, express or implied, to bind City to any obligations whatsoever.5. Conflicts of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the City’s interests or that would in any way hinder Contractor’s performance under this Contract. Contractor further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent, or subcontractor, without theCity’s written consent. Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the City’s interests during the performance of this Contract. If Contractor is or employs a former officer or employee of the City, Contractor and any former City officer or employee shall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any City department, board, commission, or committee. 6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If Contractor is shipping Hazardous Substances, Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, Contractor must provide a revised SDS to each City location receiving Hazardous Substances.

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 3

7. Confidentiality of City Information.During performance of this Contract, Contractor may gain access to and use City information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the City. Contractor agrees to protect all City Information and treat it as strictly confidential, and further agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose orcommunicate in any manner any City Information to any third party without the City’s prior written consent. In addition, Contractor must comply with all City policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief. 8. Contractor Information. A. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor under this Contract. In this Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City. B. Contractor shall fully defend, indemnify and hold harmless City, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor under this Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. City shall make reasonable efforts to notify Contractor not later than ten days after City is served with any such claim, action, lawsuit or other proceeding. However, City’s failure to provide notice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract. C. All proprietary and other information received from Contractor by City, whether received in connection with Contractor’s proposal to City or in connection with Contractor’s performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to City, City shall give notice to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective Form Approved by City Attorney 9-1-2020 Exhibit D – Page 4 order to prevent the disclosure of the information. The Contractor shall have sole responsibility for defense of the actual “trade secret” designation of such information.D. The parties understand and agree that any failure by Contractor to respond to the notice provided by City and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding the information designated “trade secret” by Contractor, and the information will be disclosed by City in accordance with the Public Records Act. 9. Notification of Material Changes in Business. Contractor agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. Contractor also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligations to the City under this Contract. 10. Standard of Performance. Contractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California and in compliance with all requirements of this Contract. All products that Contractor delivers to City under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor’s profession. Contractor shall assign only competent personnel to perform on its behalf under this Contract. Contractor must notify the City in writing of any changes in Contractor’s staff assigned to perform under this Contract before any performance by the new staff member. If the City, in its sole discretion, determines that any person assigned by the Contractor to perform under this Contract is not performing in accordance with the standards required herein, City shall provide notice to Contractor. Contractor shall immediately remove the assigned person upon receipt of the notice. 11. Performance or Different Terms and Conditions. The City's subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the Contractor, nor will the City's subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. Contractor's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract.12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the City is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The Contractor shall serve the City during a declared emergency or disaster, subject to the same terms and conditions that apply during non-emergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the Contractor shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the Contractor's source stating the reason for the disruption.

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 5

13. Term; Suspension; Termination.A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein.B. City shall have the right at any time to suspend Contractor’s performance hereunder, in whole or in part, by giving a written notice of suspension to Contractor. Upon receipt ofsuch notice, Contractor shall immediately suspend its activities under this Contract, asspecified in the notice.C. The City shall have the right to terminate this Contract at any time by giving a written notice of termination to Contractor. Upon receipt of such notice, Contractor shall immediately cease performance under this Contract as specified in the notice. If the City terminates this Contract:(1) Contractor shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City.(2) The City shall pay Contractor the reasonable value of Goods or Services provided by Contractor before termination; provided, however, City shall not in any manner be liable for lost profits that might have been made by Contractor had the Contract not been terminated or had Contractor completed performance required by this Contract. Contractor shall furnish to the City any financial information requested by the City to determine the reasonable value of the Goods or Services provided by Contractor. The foregoing is cumulative and does not affect any right or remedy that City may have in law or equity. 14. Default by Contractor.In case of default by the Contractor, the City reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the Contractor, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the City will be considered the prevailing market price at the time such purchase is made.15. Guarantee and Warranty. Contractor assumes design responsibility and warrants the articles to be free from design defect and suitable for the purposes intended by City. If it is determined by the City that the Goods and Services do not meet the minimum requirements of this Contract, the Contractor shall correct the same at Contractor's sole expense. A. The Contractor agrees that the Goods and Services furnished under this Contract will be covered by the industry standard or better warranty. B. Contractor further warrants that the Goods and Services furnished under this Contract will be covered by the most favorable commercial warranties the Contractor gives to any customer for the Goods and Services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded Form Approved by City Attorney 9-1-2020 Exhibit D – Page 6 to the City at law or equity, or by any other clause of this Contract.C. Any additional warranties provided by law, including the warranty of merchantability and warranty of fitness for a particular purpose will remain in full force and effect and inure to the City's benefit. City reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods and Services.D. City's inspections, approval, acceptance, or payment for all or part of any Goods and Services will in no way affect City's warranty rights. 16. Indemnity.A. Indemnity: Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor. B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits, or other proceedings subject to the provisions of section 8.B., above. C. Survival. The provisions of this section will survive any expiration or termination of this Contract.

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 7

17. Funding Availability.A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code.B. The City’s payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council.C. This Section shall govern over any other contrary provision of the Contract.18. Equal Employment Opportunity.During the performance of this Contract, Contractor, for itself,its assignees and successors in interest, agrees as follows:A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws, and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment,” as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.”B. Nondiscrimination: Contractor, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in discrimination prohibited by the Regulations.C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation.D. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the City to be pertinent to ascertain compliance with the Regulations, orders, and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to the City, and shall set forth what efforts it has made to obtain the information.E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with the nondiscrimination provisions of this Contract, the City shall impose any sanctions it determines are appropriate including:

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 8 (1) Withholding of payments to Contractor under this Contract until Contractor complies;(2) Cancellation, termination, or suspension of this Contract, in whole or in part.F. Incorporation of Provisions: Contractor shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request that the City join such litigation to protect the City’s interests. 19. Entire Agreement.This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by Contractor, and by City, in accordance with applicable provisions of the Sacramento City Code. 20. Modification of Contract. The Contractor shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract.21. Severability.If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law. 22. Waiver.Neither the City’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach, or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party.23. Governing Law.This Contract shall be governed, construed, and enforced in accordance withthe laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties’ consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 9

24. Assignment Prohibited.The expertise and experience of Contractor are material considerations for this Contract. City has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Contractor under this Agreement. In recognition of this interest, Contractor shall not assign any right or obligation pursuant to this Contract without the written consent of the City. Any attempted or purported assignment without City’s written consent shall be void and of no effect. 25. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 24, above. 26. Compliance with Laws. The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission. 27. Debarment Certification A. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that Contractor, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds: (1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency; (2) Has not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or (4) Has not, within a three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default. (5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations.

Form Approved by City Attorney 9-1-2020 Exhibit D – Page 10 B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the City. C. Exceptions will not necessarily result in denial of recommendation for award but will be considered in determining Contractor’s responsibility. Disclosures must indicate to whom exceptions apply, the initiating agency, and dates of action.D. City will review the Federal Government’s System for Award Management Exclusions maintained by the General Services Administration for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason of changed circumstances. If it is later determined that the Contractor’s warranties and certification in this Section were erroneous, the City may terminate this Agreement for default.

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