Sacramento City Council
June 27, 2023

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2023-00779 6/27/2023 Consent Item 34.

Agreement: Sump 55 Variable Frequency Drive (VFD) Pump Controller Replacement File ID: 2023-00779
Location: Citywide
Recommendation: Adopt a Resolution: 1) suspending competitive bidding in the best interests of the City, for the Sump 55 Variable Frequency Drive (VFD) Pump Controller Replacement; 2) authorizing the City Manager, or the City Manager’s designee, to execute an agreement with Siemens Industry Inc. in an amount not-to-exceed $229,992; and 3) authorizing the City Manager, or the City Manager’s designee, to increase the revenue and expenditure budgets in the Wastewater Reimbursable Fund for the Facilities Elec Rehab Program (X14131500, Fund 6206) in an amount not -to-exceed $47,021 to fund this agreement.

Contact: Stacy Larkin, Administrative Analyst, (916) 808-6356, [email protected]; Paul Barnes, Supervising Engineer, (916) 808-1442, [email protected]; Sherill Huun, Engineering Manager, (916) 808-1455, [email protected]; Pravani Vandeyar, Director, (916) 808-3765, [email protected]; Department of Utilities Presenter: None
Attachments:
1-Description/Analysis
2-Resolution
3-Agreement
Additional Description/Analysis
Issue Detail:

Sump 55 is a sewage facility that is owned by the Sacramento Regional County Sanitation District and operated by the Department of Utilities. The facility was constructed in 1959 and modified in 1977. The existing station was demolished, and a new sump station was constructed in 2002. This facility contains four submersible pumps. Each pump has a flow capacity of 3.6 million gallons per day (MGD). The VFD is used to control the speed of the pump, so the pump output matches the inflow into the sump. Each VFD has bypass capability in case of a VFD failure.

File ID: 2023-00779 6/27/2023 Consent Item 34.

The existing VFDs and associated components have either failed and/or needed numerous repairs in the past. These units are obsolete and replacement parts are nonexistent as they are no longer supported by the manufacturer, so replacement is the only option.

Policy Considerations: The recommendations in this report are in accordance with the provisions of City Code Section 3.60.170, which states “the restrictions and provisions of City Code requiring the award of contracts by competitive bidding shall not apply when, upon two-thirds vote of the City Council, it is determined that it is in the best interests of the City to suspend competitive bidding for any contract.”
The recommendations in this report are also in accordance with the provision of Section 10.11 of the FY2022-23 Budget resolution, which states that “Appropriation changes more than and including $250,000 in total for any project must be approved by resolution of the Council.” Economic Impacts: None
Environmental Considerations:

California Environmental Quality Act (CEQA): The activity described in this report has been determined to be exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15301(b) and 15302(c). The activity consists of the operation, repair, and maintenance of existing utility systems [15301(b)] and the replacement of existing utility systems and/or facilities involving negligible or no expansion of capacity [15302(c)].

Sustainability: The proposed project is consistent with the 2035 General Plan as it will improve infrastructure reliability, by increasing the reliability of the facility.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: Due to the lack of available parts and the criticality of these pumps to remain in operation, staff is recommending approval of an Agreement with Siemens Industry Inc. (Siemens), to replace the existing VFDs using the existing enclosures.

City Code Section 3.56.230 allows the City Council to suspend competitive bidding when the City Council determines that it is in the best interest of the City to do so.

Siemens is the only company that will retrofit the existing enclosures with a new VFD and reuse the existing components. This significantly reduces the cost to install new VFDs. The existing components within each enclosure are readily available and can be maintained. Other manufacturers wanted to replace the entire VFD, associated components, and enclosures.

Financial Considerations: The proposed Agreement with Siemens Industry Inc. has a maximum 1-

File ID: 2023-00779 6/27/2023 Consent Item 34.
year term for a not-to-exceed amount of $229,992.

The total project cost is estimated at $270,000 which includes the VFDs, project management and inspection costs. Staff recommends increasing the revenue and expenditure budgets in the Facilities Elec Rehab Program (X14131500, Fund 6206) in the amount of $47,021. The costs incurred for this project will be reimbursed by the Regional Sanitation District as the owners of the asset.

There are no General Funds allocated or planned for this project.

Local Business Enterprise (LBE): Siemens Industry Inc. is not an LBE. The minimum LBE participation requirement is waived as the City is suspending competitive bidding and utilizing an alternate procurement method to select a vendor.
..End

RESOLUTION NO. 2023-

Adopted by the Sacramento City Council

June 27, 2023

Sump 55 Variable Frequency Drive (VFD) Pump Controller Replacement

BACKGROUND
A. Sump 55 is a sewage facility that is owned by the Sacramento Regional County Sanitation District and operated by the Department of Utilities. The facility was constructed in 1959 and modified in 1977. The existing station was demolished, and a new sump station was constructed in 2002. This facility contains four submersible 90hp, 480VAC three-phase motors/pumps. Each pump has a flow capacity of 3.6MGD. The VFD is used to control the speed of pump, so the pump output matches the inflow into the sump. Each VFD has bypass controls in case of a VFD failure.

The existing VFDs and associated components have either failed and/or needed numerous repairs in the past. These units are obsolete and replacement parts are nonexistent as they are no longer supported by the manufacturer, so replacement is the only option.

B. Siemens is the only company that will retrofit the existing enclosures with a new VFD and reuse the existing components. This significantly reduces the cost to install new VFDs. The existing components within each enclosure are readily available and can be maintained.

Other manufacturers w anted to replace the entire VFD, associated components, and enclosures.

C. City staff has transferred funds in the amount of $222,979 into the Facility Electrical Rehab Program (X14131500, Fund 6206).

D. A budget augmentation of $47,021 into the Facilities Elec Rehab Program (X14131500, Fund 6206) is required to provide sufficient funds for the Sump 55 VFD Replacement Project to accommodate the additional work necessary to complete this project. The costs incurred for this project will be reimbursed by Sacramento County Regional Sanitation District as the owners of the asset.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE CITY COUNCIL RESOLVES AS FOLLOWS:

Section 1. Suspending competitive bidding for the Sump 55 Variable Frequency Drive Pump Controller Replacement is in the best interest of the City.

Section 2. The City Manager, or the City Manager’s designee, is authorized to execute an agreement with Siemens Industry Inc. in an amount not-to-exceed $229,992.

Section 3. The City Manager or the City Manager’s designee is authorized to increase the revenue and expenditure budgets in the Facilities Elec Rehab Program (X14131500, Fund 6206) in the amount $47,021.

Adopted by the City of Sacramento City Council on June 27, 2023, by the following vote:

Ayes:

Noes:

Abstain:

Absent:

Attest:

The presence of an electronic signature certifies that the foregoing is a true and correct copy as approved by the Sacramento City Council.

Form Approved by City Attorney 9-1-2020 Page 1
CONTRACT #: PRC00XXXX
CONTRACT NAME: Sump 55 VFD Replacement
CONTRACT PROJECT #: 434091 6206 51000000 X14131500
DEPARTMENT: Utilities
DIVISION: Engineering & Water Resources

CITY OF SACRAMENTO

PROFESSIONAL SERVICES AGREEMENT

FOR ARCHITECTS, LANDSCAPE ARCHITECTS,

ENGINEERS, AND LAND SURVEYORS

THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and

Siemens Industry, Inc.
100 Technology Drive, Alpharetta, GA 30005
Phone: (404) 216-9555/E-mail: [email protected]

(“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 July 1, 2023.

2. Contract Documents. All exhibits and documents attached or referred to in this Contract are incorporated as if set forth herein, Including Exhibit A (titled “Scope of Services”) and Exhibit B (titled “Payment”).

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.

3. Services. Subject to the terms and con ditions set forth in this Contract, CONTRACTOR shall provide to CITY the services described in Exhibit A (“Services”).

CONTRACTOR will not be compensated for services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additi onal 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.

Form Approved by City Attorney 9-1-2020 Page 2

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.

Access as needed to Sump 55.

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. Additional Requirements for Surveying, Material Testing, and Inspection Services. If this Contract includes any land surveying, material testing, or inspection services provided for a City construction project, during the design, pre-construction, construction, or post- construction phases of the project, the Contractor and any subcontractor or subconsultant performing any such services shall comply with the provisions specified in Exhibit E.

9. 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.

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 Applicati on Process . A summary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at:

https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

Form Approved by City Attorney 9-1-2020 Page 3
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.

11. Local Business Enterprise Program . The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") may be 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.

[Signature Pages Follow Exhibits]

Form Approved by City Attorney 9-1-2020 Exhibit A - Page 1

EXHIBIT A

SCOPE OF SERVICES

1. Representatives.

The CITY Representative for this Agreement is:

Paul Barnes, Supervising Engineer
Department of Utilities
1395 35th Avenue, Sacramento, CA 95822
Phone: (916) 808-1442/E-mail: [email protected]

The CONTRACTOR Representative for this Agreement is:

Keith Patrick
Siemens Industry, Inc.
100 Technology Drive, Alpharetta, GA 30005
Phone: (404) 216-9555/E-mail: [email protected]

Unless otherwise provided in this Contract, a ll 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 the period of July 1, 2023 through and including June 30, 202 4. 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 make delivery of Goods or perform Services in compliance with this Contract.

4. Conflict of Interest Requirements. The individual(s) who will provide Services pursuant to this Contract are “Consultants” within the meaning of the Political Reform Act and the City’s Conflict of Interest Code: ____ yes _X_ no [check one]

Contractor shall cause the following to occur within 30 days after execution of this Contract:

(A) Identify the individuals who will provide Services or perform Work under this Contract as "Consultants"; and
(B) Cause these individuals to file with the City Representative the "assuming office" statements of economic interests required by the City's Conflict of Interest Code.

Thereafter, throughout the term of the Contract, Contractor shall cause these individuals to file with the City Representative annual statements of economic interests and "leaving office" statements of economic interests, as required by the City's Conflict of Interest Code. The City

Form Approved by City Attorney 9-1-2020 Exhibit A - Page 2 may withhold all or a portion of any payment due under this Contract or impose fines on the individuals until all required statements are filed.

Sieme
ns Industry, Inc.

P
age | 1
24 Hour Tech Support & Emergency Field Service: 1-800-333-7421 R0.2-170711 March 9, 2023
Barry Neal
City of Sacramento
Subject: Cutler Hammer Drive Upgrade Sump 55
Siemens Proposal Number Q23158902REV2
Dear Mr. Barry Neal,
Siemens is pleased to offer this proposal to upgrade existing Cutler Hammer drives to SINAMICS W series drives at City of Sacramento. The approach to replacing the existing drives varies depending on the horsepower (due to cabinet size limitations for retrofitting). In general drives 40HP and larger can be retrofitted using the existing cabinet, while smaller drives must be replaced with complete new enclosed drives.

New drives will be 18-pulse (clean power) to match the existing drives. The proposed scope of equipment and services to accomplish upgrade of City of Sacramento drives are outlined in pages that follow.

This offer includes firm pricing for the new drive(s) and the engineering related to drive specification and installation design.

Benefits of upgrading to the SINAMICS W series low voltage drives:

1. SINAMICS VFD’s provide the most advanced features, ease of startup and flexibility of any product line in the world, with options for technical support over the life of the drive.

2. Opportunity to review each application and increase performance, control and monitoring capability.

3. Retrofit solution (40HP or greater) will reduce cost by taking advantage of the following:
a. Utilize the existing drive cabinet enclosures, conduits and cables. b. Avoid 3rd party engineering cost for installation design to accommodate new drive cabinets into existing spaces and re-routing of conduits/cables.
c. Reuse existing circuit breaker, transformer and other power components (as applicable). d. Reduce downtime by replacing only internal components vs. complete new drive and cabinet installation. e. Reduced interference to plant operations.
f. Significant cost savings estimated at least 30% over the new enclosed drive solution.

W
e welcome the opportunity to review this offer with you and make any adjustments to the approach or equipment features that might better fit your needs.

Please note the “Purchase Order Requirements” on page 9 to ensure that the order is processed without delay.

Thank you for this opportunity to be of service and for your interest and confidence in our abilities. Please feel free to contact me with any questions.

Sincerely yours,
Keith Patrick
Siemens Industry, Inc.

T el.: +1 404 216-9555
mailto:[email protected]
ATTACHMENT 1 TO EXHIBIT A
Siemens Industry, Inc.

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24 Hour Tech Support & Emergency Field Service: 1-800-333-7421 R0.2-170711 OVERVIEW ........................................................................... 3 PRICING ............................................................................... 3 SCOPE OF WORK .................................................................. 4 SCHEDULE............................................................................ 5 SIEMENS RESPONSIBILITIES ................................................. 5 CUSTOMER RESPONSIBILITIES ............................................. 6 COMMENTS AND CLARIFICATIONS ...................................... 7 ON-SITE LABOR ALLOWANCES............................................. 8 PRICE BASIS ......................................................................... 8 PURCHASE ORDER REQUIREMENTS ..................................... 9 TERMS AND CONDITIONS .................................................... 9 WARRANTY .......................................................................... 9 OFFER VALIDITY .................................................................. 9 TAXES .................................................................................. 9 TERMS OF PAYMENT ............................................................ 9 CANCELLATION CHARGES ................................................. 10 SCHEDULE & DELAYS ......................................................... 10 ADDITIONAL WORK ........................................................... 10 SAFETY TRAINING OF SIEMENS FIELD PERSONNEL ........... 12 TERMS LINK ....................................................................... 13 PRICE LIST .......................................................................... 13 RESERVATION CLAUSE ....................................................... 13 PROPRIETARY STATEMENT ................................................. 13 Contents
Your plant operates best with a solid
service strategy. But, it isn’t easy. Having
all of the skills you need in house to keep
critical systems operating may not be
practical. That’s why many companies work
with Siemens Industry Services, the
experts in comprehensive industrial
services.

Siemens Industry, Inc.

Page | 3
24 Hour Tech Support & Emergency Field Service: 1-800-333-7421 R0.2-170711

OVERVIEW
Siemens proposes to provide engineering, materials and services to upgrade Cutler Hammer Drive(s) to Siemens SINAMICS W series drive(s) in accordance with details provided below. The proposed services will be performed at City of Sacramento Siemens will supply the necessary project management, engineering, hardware, installation, and commissioning services to install new SINAMICS enclosed drive(s) and/or retrofit into the existing enclosures. Anticipated project tasks include:

1. Application review with Customer personnel and confirmation of required features & control interface requirements.

2. Procurement of new SINAMICS drive(s) and related devices, as required.

3. Engineering to revise existing drawings and plan for installation.

4. Pre-outage on-site planning meeting with Customer personnel & work scope review with installing contractor, as applicable.

5. Removal of old and installation of new drive(s). Scope varies depending on retrofit into existing cabinet or supply of complete new enclosed drive.

6. Pre-commissioning acceptance checks.

7. Commissioning & startup.

8. Documentation consisting of installation drawings and parts lists. Defined in Section “Drawings & Documentation”.

PRICING
Prices (US$) to provide the subject equipment and services in accordance with the quantities, technical specifications, clarifications, schedule and terms detailed herein are as follows:

Line Item 01 – Upfront Engineering One time cost for both ratings:

Engineering to convert Cutler Hammer drives to Siemens W120 drives. Engineering to redline the drawings, Site Discovery visit by Siemens Field Engineer (16 hours), control integration and project management ………. $39,964 Line Item 02 – Drive Retrofit
Drive Type - Rated Current HP Qty
Material, Installation
Labor and Travel Cost
Price Each
Material, Installation
Labor and Travel Cost
Price QTY 4
SINAMICS W120, 460V - 178A 125 4 $ 47,507 $ 190,028
Total Project Price including engineering, materials, site work and travel & living expenses is ……. $229,992 Siemens Industry, Inc.

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24 Hour Tech Support & Emergency Field Service: 1-800-333-7421 R0.2-170711 Price Notes:
 Line Item #1 must be purchased.
 Line Item #2 is based on consecutive units being performed.  18 Pulse Transformers are included

SCOPE OF WORK
Engineering: Tasks to prepare for installation will include (as applicable):

1. Review existing drawings, to include:
 Original Cutler Hammer drive
 Facility single-line (including motor and cable details)  Customer’s control system interface to the drive

2. Review new SINAMICS drawings & confirm required ratings, features and control interface.

3. Markup (red-line) Customer’s existing Cutler Hammer cabinet mechanical drawing to show new SINAMICS component layout

4. Markup (red-line) Customer’s existing drive control interface drawings to show new SINAMICS drive wiring terminal designations

5. Review strike and creep distances (for retrofit installation in existing cabinet)

6. Review airflow requirements (for retrofit installation in existing cabinet)

7. Collaborate with Customer regarding installation outage and coordinate/plan with Electrical Contractor (if applicable)

8. Provide as Built Drawings in AutoCAD format.

Installation: Siemens will furnish necessary labor, materials and tools to install the proposed new drives, unless specifically excluded or detailed otherwise herein. Overview description of the installation approach is as follows:

Retrofit Installation
 Drive components will be removed from the existing Cutler Hammer cabinet and the new components will be installed in that same enclosure.
 The old CUTLER HAMMER door-mounted control module will be removed & replaced with the new operator interface module.
 Install new 18 Pulse Transformers.
 Existing power & control wiring will be re-used and connected to the new drive.  The drive will be grounded to the existing facility ground system.

Drawings & Documentations:

Siemens will furnish the following customer deliverable drawings and documentation.  Red Line drawings are included. If customer can supply AutoCAD format – Siemens can supply red lines in DWG format. Otherwise, the redline drawings will be PDF.  Internal drive panel component arrangement drawing
 Wiring diagram
Siemens Industry, Inc.

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24 Hour Tech Support & Emergency Field Service: 1-800-333-7421 R0.2-170711  Schematic
 Field markup of available customer drive control interface drawings showing new devices. These drawings will not be provided if customer drawings of pre-existing system are unavailable.  Factory standard drawings and instruction book for the supplied drive(s) and components provided under this contract.
 Field Service Commissioning Report with drive setting parameter summary.

All documents will be provided in .pdf electronic format. Additional charges will apply if additional documents or alternate document formats are required.

Retrofit
Siemens scope of supply includes drive system components for “retrofit” into Customer’s existing Cutler Hammer cabinet(s) in the following quantities and ratings:

Qty. Drive HP
Rated
Current Pulse
4 Cutler Hammer 125 178A 18
Under the “retrofit” approach, certain high reliability components are retained and reused in addition to the cabinet.

Major items include the input disconnect (breaker or switch), transformer & output reactor.

SCHEDULE
Following is a preliminary schedule that will be refined & confirmed within two (2) weeks after Siemens receipt of customer purchase order with complete information and all necessary releases to proceed.

Certified drawings (no engineering approvals by customer):

1. Customer kick-off meeting: 1 weeks ARO

2. Engineering completed & retrofit drawings produced: 6-8 weeks after kick-off meeting

3. Drive shipment: 24 - 28 weeks after engineering is completed

4. Installation & Commissioning: per customer schedule not to exceed 4 weeks after shipment of equipment.

5. Total overall delivery schedule estimate: 34-38 weeks ARO.

Add 2 weeks if customer drawing approval is required. This schedule includes not to exceed 2 weeks for customer return of all drawings marked approved or approved as noted after initial receipt. Please note - drawing changes by customer may result in additional charges.

SIEMENS RESPONSIBILITIES
Siemens will provide/perform the following items in accordance with details provided herein:

1. Order management & engineering.

2. SINAMICS drive(s) detailed under “Equipment” and any additional hardware specifically listed.

Siemens Industry, Inc.

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24 Hour Tech Support & Emergency Field Service: 1-800-333-7421 R0.2-170711

3. Installation labor and materials (subject to clarifications and Customer Responsibilities herein)

4. Commissioning field engineering services.

5. Safety equipment and documentation as necessary.

6. Standard factory drawings and documentation for major equipment.

7. Markup of Customer’s drawings for each replaced drive.

8. Field Service Report with details of startup parameters and drive setup settings.

CUSTOMER RESPONSIBILITIES

1. Provide and assist in the installation of new equipment. Provide any welding or fabrication required for installation. Provide labor to support the installation new 18 Pulse Transformers.

2. Designate an on-site representative to serve as the contact for technical inquiries and coordination of activities. This representative will also assist Siemens in developing an organized sequence of work and to advise site-specific safety requirements and lockout procedures.

3. Provide complete As-Built drawings and documentation for existing equipment and systems to be upgraded (e.g. one-line drawings, wiring diagrams, schematics, interface and interconnection drawings, etc.) within one (1) week after purchase order placement.

4. Receive, off-load and provide safe and environmentally correct storage for equipment and materials that are shipped to the site, unless specifically addressed otherwise in this document.

5. Provide equipment and labor for all lifting and moving to include items such as moving the new drive from receiving or storage area to the installation location and removing old drive or components and setting new in place.

6. Allow Customer’s equipment/systems to be taken out of service for the required periods of time necessary for installation of new devices and/or modification of existing.

7. Make all equipment available including removal from service, switching, and operation of equipment (opening and closing of breakers, switches, etc.) and de-energizing as required to electrically isolate equipment and permit a continuous progression of work.

8. Operate Customer’s equipment, as necessary, for any required testing, analysis, etc required by Siemens personnel in completing the services.

9. Perform any required modifications to Customer’s control system, including required PLC programming and communication setup changes, to allow proper interface and operation with the new drive.

10. Provide adequate cooling for the room containing the drive(s) and/or ductwork modifications, as necessary, to provide ventilation to the cabinets.

11. Provide or authorize Siemens to obtain a 120 VAC, 20 ampere dedicated circuit for installation work within 50 feet of the installation location.

12. Provide all required site-specific access authorizations and safety training on a timely basis. Cost and schedule impacts will apply if customer provided access authorization or training is delayed.

13. Provide, install, operate & remove any temporary power necessary for customer processes and operations, unless specifically addressed otherwise in this document.

14. Provide potable water and restroom facilities for Siemens personnel and Siemens’ subcontractor personnel.

15. Obtain & pay cost for any local jurisdiction authorizations or permits.

16. Customer to un-couple and re-couple the motor as required for commissioning. Any customer caused delay in coupling work be considered extra and billed.

Siemens Industry, Inc.

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24 Hour Tech Support & Emergency Field Service: 1-800-333-7421 R0.2-170711

17. Customer to demonstrate system functionality prior to the start of work.

18. Access to plant air or compressed air.

COMMENTS AND CLARIFICATIONS
General

1. Drive installation is to be performed on a continuous basis without delays outside of Siemens’ control. Direct and indirect cost and schedule impacts arising from delays caused by others are excluded and will be invoiced in accordance with the Additional Work article.

2. It is assumed that all existing electrical power system equipment, control system devices, motor, cables, driven load and associated sensing/feedback devices are in good operating condition and suitable for continued use without modification or repair. Any troubleshooting and/or repair labor/parts required on equipment or systems not provided by Siemens under this contract will be provided exclusively upon Customer’s written authorization and will be charged in accordance with the Additional Work article.

3. Customer’s existing drive and/or drive components that are removed will be left with Customer for disposal or other disposition.

4. This offer does not include any analytical studies (short circuit, protective device coordination, arc flash, harmonics, etc.). If required, these can be provided at additional cost.

5. This offer does not include harmonic measurements at the site before or after installation of the new drive(s). If required, these can be provided at additional cost.

6. Siemens personnel and/or its subcontractors (if applicable) will not operate or perform switching that shall energize or de-energize any portion of the customer's electrical system or operate any equipment (powering on or off of equipment).

7. Siemens reserves the right to work only when safety practices are acceptable to Siemens. Costs associated with any delays caused by disposition of substandard safety conditions will be outside the scope of this quotation and invoiced in accordance with the Additional Work article.

8. Siemens personnel will provide and apply their own individual locks to breakers/switches in addition to Customer’s locks for circuits that are locked out during equipment installation or servicing.

9. Price is based on installation and testing of new equipment and retrofit components by Siemens field engineer personnel with occasional support by local non-union electrical craft labor. Additional charges will apply if the local job- site requires union labor for these tasks.

10. Price excludes seismic analysis of new or retrofitted equipment. If required, these studies can be performed for an additional charge.

11. Price excludes equipment labeling to meet local jurisdiction or regulatory agency requirements. If needed, labeling can be performed for an additional charge.

12. Hazardous material handling and/or removal, including but not limited to the items listed below are excluded from this offer. Any such hazardous materials on equipment, or in areas where work is to be performed, are to be identified by Customer, and Customer must perform any required removal/abatement prior to Siemens beginning work. If a hazardous material is encountered during the project, Siemens will stop work and advise Customer. Work will restart after the material has been satisfactorily removed and an exposure threat no longer exists. • Asbestos
• Lead paint
• Polychlorinated Biphenyl (PCB)
• Contaminated soil
Siemens Industry, Inc.

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24 Hour Tech Support & Emergency Field Service: 1-800-333-7421 R0.2-170711 Technical

1. This proposal is based on replacing or retrofitting (as applicable) the existing drive with a new SINAMICS drive with equivalent power ratings. There are no process performance guarantees included in this offer.

2. For retrofit applications, it is assumed that no additional electric power filters or other harmonic distortion mitigation devices will be required, beyond any such existing devices that will be reused.

3. No PLC or HMI hardware or other control components exterior to the specified new drive are included. It is assumed that existing control systems, devices and wiring will be re-used and are adequate for interface with the new drive. Any required modifications to the interface or upgrade of control capabilities will add to the cost.

4. Proposal assumes that the existing grounding system is adequate and in good condition.

5. Proposal assumes that Customer’s existing upstream circuit breaker is properly sized for VFD application and has been properly maintained.

6. Proposal assumes that Customer’s existing motor is properly sized for VFD application and has been properly maintained.

7. For drive component retrofit applications, all of the new components will be UL listed and approved but the retrofitted assembly as a whole will not be UL listed.

8. Cleaning and/or performing maintenance on any electrical equipment outside the boundaries of the installation scope detailed herein is not included in this offer and will be subject to additional charges, if required.

ON-SITE LABOR ALLOWANCES
Installation & commissioning include the following on-site labor Allowances (per drive). The estimates do not include travel labor hours and expenses associated with the days at the site.

HP Range Drive Retrofit
125 (4 Drives) (1) man x (4) 10-hr days - each

PRICE BASIS
Material prices are firm and will be invoiced upon shipment. In addition to the drives and any associated devices, these prices include project management, engineering, installation planning, documentation and related expenses. Travel and Living expenses are included in above price.

1. Installation is based on working 10-hour days, Monday thru Friday, excluding Siemens holidays.

2. Spare parts are not included in this offer, but will be identified and priced for Customer purchase after completion of engineering and availability of required information.

3. Price is based on one (1) mobilization to the site and a continuous progression of work.

4. If additional work, repairs and/or troubleshooting of problems are added to the project, the labor will be provided on a time-and-expense basis at rates defined under “Additional Work” article.

5. Any required overtime (weekday, weekend and/or holiday) outside of the schedule detailed herein will be invoiced in addition to the quoted price in accordance with rates defined under the “Additional Work” article.

6. Price allows for one (1) hour per man for site-specific safety training.

7. Time for Customer-required safety meetings that are in addition to the standard Siemens daily safety meetings shall be billed to owner’s account per signed time tickets in accordance with rates defined under the “Additional Work” article.

Siemens Industry, Inc.

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24 Hour Tech Support & Emergency Field Service: 1-800-333-7421 R0.2-170711

8. This offer is based on the current market prices for copper and steel as of the date of this offer. Due to the volatility of the metals markets, the prices offered will be subject to adjustment at the time we receive your purchase order. We will notify you in our acknowledgement if any adjustment is necessary.

PURCHASE ORDER REQUIREMENTS
Purchase Order should be addressed to: Siemens Industry, Inc., 100 Technology Drive, Alpharetta, GA 30005 To facilitate prompt order processing, Purchase Orders must include all of the following:
 Purchase Order number or reference number
 Customer’s legal entity name and bill-to address
 Reference to this proposal: “Per Siemens Proposal Number Q23158902REV2 ”  $ value
 Payment Terms (as stated in this proposal)
 Authorized contact name and phone number

TERMS AND CONDITIONS
This offer is expressly conditioned upon Siemens Standard Terms for Joint Product and Services Offering , which must be referenced in any resulting purchase order. A link to these terms can be found on the last page of this proposal.

WARRANTY
New equipment warranty will be per the applicable section of the Siemens terms referenced above. Warranty exclusively applies to new equipment and components supplied under this contract. Warranty does not apply to any existing components that are re-used within the retrofit work scope.

OFFER VALIDITY
This offer is valid for 30 days unless otherwise extended, modified or withdrawn, in writing, by Siemens. The return of a purchase order to Siemens during such validity period, along with credit approval, will be sufficient to form an agreement on the terms and conditions of this offer.

TAXES
All applicable duties, sales, use, excise, value-added, or similar taxes are excluded and will be added to the price and invoiced separately unless an acceptable exemption certificate is furnished when the contract is awarded.

TERMS OF PAYMENT
Siemens will invoice for equipment upon shipment and for field services upon completion of startup services, but not to exceed 30 days after shipment.

An invoice in the amount of the above firm price plus billing for any extra work or delay time will be issued upon completion of the defined scope of work. Payments are due and payable net within thirty (30) days from the date of each invoice.

Siemens Industry, Inc.

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24 Hour Tech Support & Emergency Field Service: 1-800-333-7421 R0.2-170711

CANCELLATION CHARGES
Should work be delayed on the scheduled day of work and personnel have already arrived on site, a preparation/mobilization charge will be assessed. This will cover any subcontracting surcharges (if applicable) and preparation/mobilization charges for Siemens.

SCHEDULE & DELAYS
Delays and other circumstances outside the control of Siemens will cause cost and schedule impacts. Delays and/or schedule changes caused by, but not limited to, the items below will be charged in addition to the quoted price in accordance with the “Additional Work” article.
 Price is based on the work and equipment shipment schedules stated herein. An accelerated, decelerated or discontinuous schedule, outside the control of Siemens, will be subject to additional billing.  Siemens assumes all equipment will be made available/accessible before or upon arrival of Siemens personnel or subcontractors. Delays in gaining access to the work area or the equipment to be serviced due to circumstances beyond the control of Siemens will be subject to additional billing.  Customer is responsible for coordinating all other contractor operations at the site during the period that the subject work is being performed by Siemens and/or its subcontractors. Changes to the schedule or delays caused by incomplete work that is the responsibility of others will cause schedule impacts and will be cause for additional charges.  Price is based on continuous progression of work without interruption or delay. Cost and schedule changes may apply if Siemens is delayed by actions of others.
 Night-turn, weekend or holiday work required to accommodate outage schedules for circuit tie-in or other reasons will be subject to additional charges to cover the premium labor rate differential.  Customer shall provide sufficient advance notice of any necessary scheduled outages to facilitate effective work planning by Siemens. Cost and schedule impacts will apply if customer cancels scheduled outage on short notice.  Additional items that are considered to cause delays beyond Siemens control are:
• Installation and wiring errors outside Siemens’ scope of supply. • Construction/installation problems associated with mechanical systems. • Customer’s production requirements for the equipment or system being serviced or other equipment that has an effect on the work schedule for this project. • Problems with equipment that is supplied by others.
• Unsafe working or testing conditions.
• Inclement weather.

ADDITIONAL WORK
Delays, additional engineering, schedule changes and Customer-requested additional work or changes that require materials or labor outside the Scope of Supply detailed in this offer are considered “Additional Work” and will be invoiced as an adder to the contract.

Replacement parts and associated troubleshooting, installation and re-testing labor not specifically included in the scope of this offer are considered “Additional Work” and will be invoiced as an adder to the contract.

Siemens Industry, Inc.

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24 Hour Tech Support & Emergency Field Service: 1-800-333-7421 R0.2-170711 Troubleshooting circuits and devices external to the listed equipment is considered “Additional Work” and will be invoiced as an adder to the contract.

Additional Work will be invoiced on a time-and-expense basis in accordance with the current revisions of the following Price Lists that are hereby incorporated by reference into this document and any resulting contract.

Engineer Labor: Price List 49020ER (Engineer Level)
Additional Work will be accomplished exclusively upon Customer’s written authorization and amendment of the contract/purchase order to reflect the change in price.

Notwithstanding the foregoing, the performance by Siemens of any services or material supply shall not be a waiver by Siemens of any claims for equitable adjustment in price and/or schedule.

Siemens Industry, Inc.

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24 Hour Tech Support & Emergency Field Service: 1-800-333-7421 R0.2-170711

SAFETY TRAINING OF SIEMENS FIELD PERSONNEL
All Siemens field personnel complete internal annual safety training. Furthermore, all Siemens field personnel receive training to comply with the OSHA CFR1910.269 Electrical Safety Standard that sets minimum safety rules and practices for the design, operation, and maintenance of high-voltage systems (over 600 volts). A morning safety meeting for Siemens employees and subcontractors will be conducted by Siemens each day while on site.

All Siemens personnel and their subcontractors shall adhere to the Siemens Division Safety Guidelines, FS101. Copies can be made available upon request for client review. Siemens will hold daily safety meetings prior to all work on site, at shift changes or if the project scope of safety issues change.

Customer-specific safety meetings that are in addition to the Siemens daily meetings are not included. All time for such safety meetings will be billed to owner’s account per signed time tickets in accordance with the “Additional Work” article.

Siemens Industry, Inc.
100 Technology Drive
Alpharetta, GA 30005
www.usa.siemens.com

TERMS LINK
Unless specified otherwise herein, this offer is subject to the Standard Terms and Conditions of Sale for Siemens Joint Product and Services Offering, which can be found at Terms & Conditions and are hereby incorporated by reference into this document and any resulting contract.

PRICE LIST
Unless specified otherwise in this offer, services beyond the scope of the proposal will be provided in accordance with Siemens Price List 49023ER, which can be found at PL49-020.

RESERVATION CLAUSE
Purchaser acknowledges that Siemens is required to comply with applicable export laws and regulations relating to the sale, exportation, transfer, assignment, disposal and usage of the Work, Equipment, and/or, Services provided under the
Contract, including any export license requirements.

Purchaser agrees that such Work, Equipment, and/or, Services shall not at any time directly or indirectly be used, exported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such
applicable export laws and regulations. It shall be a condition of the continuing performance by Siemens of its obligations hereunder that compliance with such export laws and
regulations be maintained at all times. PURCHASER AGREES TO

INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY AND

ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES

RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT
LAWS AND REGULATIONS.

PROPRIETARY STATEMENT
This document contains information proprietary to Siemens.

Your acceptance of it is an acknowledgment of a confidential relationship between you and Siemens with respect to this proposal document. We require it to be returned or destroyed when no longer required. We also require that neither this document nor any information contained herein is to be
reproduced, transmitted, disclosed or used otherwise in whole or in part without the written authorization of Siemens.

This offer supersedes all prior offers, understandings & agreements for the work scope proposed herein.

Siemens in the USA
Siemens USA is a U.S. subsidiary of Siemens AG, a global technology powerhouse that has stood for engineering
excellence, innovation, quality, reliability and internationality for nearly 170 years. Siemens has been in the U.S. for more than 160 years and it is now the company’s largest market. In just the past 15 years, Siemens has invested about $35 billion in America. Most recently, Siemens announced its plan to expand its digital industrial leadership with the acquisition of Oregon-based software company, Mentor Graphics.

For Siemens, the U.S. is an extremely vital production location, one of the most important research centers, and a key base from which Siemens exports globally.

Siemens Industry, Inc.

At Siemens Industry, Inc. we provide future-proof automation, drive technology, industrial software, and services based on best-in-class technology platforms like Totally Integrated Automation (TIA) or Integrated Drive Systems (IDS). We work in close partnership with you to develop sustainable solutions across the entire lifecycle – from design and engineering to modernization. We rely on standardized components wherever possible, complementing these with industry-specific solutions to meet customers’ specific needs in all industry segments. This enables the availability of your products, systems, and solutions over the long term. And with our strong focus on resource efficiency, we contribute to environmental
sustainability in every application.

We can help you measurably increase your productivity and improve your time to market – with innovative, integrated technology across the entire lifecycle.

Digital Factory Division - What we do
The seamless integration of data along the industrial value chains will gain more and more in importance, becoming a key criterion for the survival of developing / manufacturing companies. The Digital Factory Division aims to provide its customers with a comprehensive portfolio of hardware and software products which enable the comprehensive
integration of data from development, production and
suppliers. The complete digital representation of the entire physical value chain is our ultimate goal. We call the solution platform which we created for this purpose "Digital Enterprise".

Siemens Digital Factory offers a comprehensive portfolio of seamlessly-integrated hardware, software and technology- based services to support manufacturing companies worldwide in enhancing the flexibility and efficiency of their
manufacturing processes and reducing the time to market of their products.

Under this term the DF product portfolio already smoothly connects major parts of the product and production life cycle today. Powerful Product Lifecycle Management (PLM) software, for example, allows us to develop and optimize new products on an entirely virtual basis. In the real manufacturing world the Totally Integrated Automation (TIA) concept, which has proven its worth for about 20 years now, ensures the efficient interoperability of all automation components. The TIA Portal, for example, already enables significant time and cost savings in engineering.

In close cooperation with its partners within Siemens, and especially the Process Industries and Drives (PD) Division, the Digital Factory Division provides a large and unique portfolio of PLM software tools and industrial automation and drive
technology tailored to meet individual customer requirements in various discrete industrial areas.

In addition, DF customers can rely on the Division's
commitment to the long-term development of their
businesses. Protecting our customers' investments now and in the future – a particularly important consideration in the software business – is one of the major pillars of our business strategy. And when it comes to shaping the future of industry, DF is a driving and trendsetting force which joins with its partners worldwide in proven leading-edge technologies to increase productivity and protect a competitive edge.

Process and Drives Division – What we do
The process industry is one of the core businesses of Siemens.

Countless applications, installed throughout a wide variety of industries, demonstrate our expertise. But even more
important is the value we add for our customers, enabling them to increase their productivity in every part of the value chain. With our precise knowledge of the different market segments, we can help you respond faster and more
specifically to new market requirements and developments, and thus strengthen your competitiveness.

Siemens makes real what
matters.

Siemens Process Industries & Drives helps customers increase productivity, safety, reliability, efficiency and time-to-market for plants and processes with innovative, integrated
technologies across the entire lifecycle. With a deep
understanding of individual market segments, Siemens helps customers respond quickly and confidently to new market requirements and challenges, strengthening their
competitiveness. The business is headquartered in Alpharetta, Ga., just 40 minutes north of Atlanta.

There are also key locations and manufacturing sites in Elgin, Ill.; Broussard, La.; Cincinnati, Ohio; Bartlesville, Okla.; Houston and Arlington, Texas; New Kensington, Spring House and
Pittsburgh, Pa.; and Rothschild, Wis.

Rankings and Recognition
 Siemens was ranked #1 on Fortune’s World’s Most Admired Companies list in the industrial machinery category.
 Siemens was ranked #21 on Fortune’s Companies that are Changing the World list.
 In 2017, Siemens was named the world’s most sustainable company by Corporate Knights.
 The Dow Jones Sustainability Index named Siemens as one of the most sustainable companies in its industry. For the 17th time in a row, Siemens was included in the DJSI World Index list, receiving a positive overall assessment by scoring 89 out of a maximum of 100 points.
 In 2016, Siemens was ranked #8 as the World's Most
Attractive Employers, among engineering and IT students.  In 2016, Siemens landed the 52nd spot on Interbrand’s “Best Global Brands” list.
 In 2016, Siemens was recognized by the readers of Diversity / Careers in Engineering and Information Technology as a Best Diversity Company. Siemens has also been recognized as a Top Fifty Company for diversity by readers of Woman Engineer magazine.
 In 2016, Siemens was selected for the 14th straight year as a Top Supporter of Historically Black Colleges and
Universities (HBCUs) by the deans of the 14 ABET
accredited, HBCU engineering programs and the corporate- academic alliance Advancing Minorities’ Interest in
Engineering (AMIE).
 Siemens was listed as a Top Employer for the following majors by The Black Collegian magazine: Mechanical
Engineering, Industrial Engineering, Electrical Engineering, IT / MIS, Accounting / MIS and HR.
 Siemens has earned the 2017 Military Friendly Employer designation by Victory Media, publisher of GI Jobs and
Military Spouse magazines.
 Siemens was recognized with the 2016 Employer Support of the Guard and Reserve Patriot Award.

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 1

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 $ 229,992. The payments specified in this Exhibit B shall be the only payments made to Contractor unless the City approves a Supplemental Contract.

2. Billable Rates. Contractor shall be paid for the performance of Services on an hourly rate, daily rate, flat fee, lump sum, or other basis, 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. No charges or markup will be allowed unless specifi ed in the Contract, including charges for travel and transportation.

4. Payments to CONTRACTOR. Contractor is responsible for supplying all documentation necessary to verify invoices to the City’s satisfaction.

A. Payments to CONTRACTOR shall be made within a reasonable time after receipt of CONTRACTOR’s invoice, in proportion to services performed or as otherwise specified in Attachment 1 to Exhibit B. CONTRACTOR may request payment on a monthly basis.

CONTRACTOR shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of CITY.

B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to:
[email protected]

(2) Postal Mail. If emailing is not an option, mail to:

A/P Processing Center
City of Sacramento
915 I Street, Floor 4
Sacramento, CA 95814-2608
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

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 2 (7) CONTRACTOR’s remit address
(8) Description of services billed under Invoice
(9) Amount of Invoice (itemize all authorized Reimbursable Expenses) (10) Total Billed to Date under Contract (if applicable)

D. Items must be separated into Services and Reimbursable Expenses. 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.

5. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the City in accordance 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.

6. Accounting Records of CONTRACTOR. During performance of this Contract and for a period of three years after completi on 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 Rei mbursable Expenses. Contractor shall keep and make records available for inspection and audit by representatives of the CITY upon reasonable written notice.

7. Tax Payments. CONTRACTOR shall pay, when and as due, any and all taxes incurred as a result of CONTRACTOR’s compensation hereunder, including estimated taxes, and shall provide CITY with proof of 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.

Form Approved by City Attorney 9-1-2020 Exhibit C - 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. (Check the applicable provision.)

_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.

___ No automobile liability insurance is required , and by signing this Contract, Contractor certifies as follows:

“Contractor certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, Contractor does transport items under this Contract, or this Contract is amended to require any employees of Contractor to use a

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 2 vehicle to perform services under the Contract, Contract or understands that it must maintain and provide evidence of Automobile Liability Insurance 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 limi ts 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.”

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.

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.

___ No work or services will be performed on or at CITY facilities or CITY Property, therefore a Workers’ Compensation waiver of subrogation in favor of the CITY is not required.

___ No Workers’ Compensation insurance is required, and by signing this Contract, Contractor certifies as follows:

“Contractor certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, Contractor hires any employee during the term of this Contract, Contractor understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogation in favor of the City.”

6. Professional Liability Minimum Scope and Limits of Insurance Coverage. Professional Liability Insurance providing coverage on a claims-made basis for errors and omissions, or malpractice with limits of not less than one million dollars ($1,000,000):

Is _X__ Is not _____ [check one] required for this Agreement.

If required, such coverage must be continued for at least _3_ year(s) following the completion of all Services under this Contract. The retroactive date must be prior to the date this Contract is approved or any Services are performed.

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

7. 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 insured against 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.

8. 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.

9. 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

C. Certificate Holder must be listed as:

City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564

D. 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.

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 4

10. 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 ass igned 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 p arty, 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.

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

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 2 any additional persons or companies s o 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 the City’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.

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.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 3 CONTRACTOR agrees to protect all City Information and trea t it as strictly confidential, and further agrees that CONTRACTOR shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the City’s prior written consent.

In a ddition, 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: an y 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 an y 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 ot her 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 f rom 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; prov ided, 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 th e date it receives notice to petition the court for a protective 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 under stand 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, constitute s a complete waiver by CONTRACTOR of any rights regarding the information designated “trade secret” by CONTRACTOR, and the

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 4 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

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.

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

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 of such notice , CONTRACTOR shall immediately suspend its activities under this Contract, as specified 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. Indemnity.

A. Indemnity: Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, to the fullest extent permitted under law, 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 “Claims”), including Claims for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, that arise out of, pertain to, or relate to any negligent act or omission, recklessness, or willful misconduct related in any way to the 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 Claims are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 6 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. While Contractor’s defense costs ordinarily cannot exceed Contractor’s proportionate percentage of fault, if one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution, the Contractor shall meet and confer with the City and other parties regarding the unpaid defense costs.

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 the Contractor Information Section, above.

C. Survival. The provisions of this section will survive any expiration or termination of this Contract.

16. 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.

17. 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

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

(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.

18. 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.

19. 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.

20. 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 an d enforceable as written, to the greatest extent permitted by law.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 8

21. 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.

22. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California , except that the rule of interpretation in California Ci vil 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.

23. 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 obli gation 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.

24. Binding Effect. This Contract is binding on the heirs, executors, administrato rs, successors and assigns of the parties, subject to the provisions of Section 23, above.

25. 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.

26. 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 th is 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); vio lation of federal or state antitrust statutes; or

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 9 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 fo r 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 exceed s $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.

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 transac tions 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 Cit y may terminate this Agreement for default.

ATTACHMENT 1 TO EXHIBIT D

MODIFICATION TO GENERAL CONDITIONS

CITY and Contractor agree to modify any terms and c onditions of purchase as follows, where any such terms and conditions conflict with or differ from this Addendum, this Addendum will control, and notwithstanding anything to the contrary, no reference to or incorporation of any specification or other document shall grant rights to or impose obligations upon either party relative to warranty, indemnity, insurance, damages or payment:

1. Indemnification. Contractor agrees to defend, indemnify and hold harmless CITY, and its officers, directors, employees and agents, from and against any third party claims for bodily injury, including death, or damage to tangible property, to the extent arising from Contractor’ negligence in the performance of this Agreement. Contractor reserves the right to control defense and settlement of any such indemnified claim.

2. Limited Warranty. 2.1 (a) Labor. All labor provided by Contractor (“Labor”) is warranted to be free from defects in workmanship. (b) Product.

Contractor warrants all materials, products, equipment and parts (“Product”) provided by Contractor is free from defe cts in material and workmanship. (c) Collectively clauses (a) and (b) are the "Limited Warranties".

2.2 CITY shall have 12 months from t he installation of Product and 90 days from the date of performance of Labor to provide Contractor with written notice of claim of breach of the Limited Warranties (“Warranty Period”).

2.3 The Limited Warranties are conditioned on (a) CITY storing, installing, operating, using and maintaining the Labor and Product in compliance with any parameters set forth in the Agreement or Contractor instructions, (b) no repairs, modifications or alterations being made to the Labor and Product other than by Contractor or its authorized representatives, (c) CITY discontinuing use, to the extent reasonably necessa ry, of the Labor and Product after it has or should have had knowledge of a defect, (d) CITY providing written notice of any warranty claims within the Warranty Period, (e) at Contractor' discretion, CITY either removing and shipping the Product, or non-conforming part t hereof to Contractor, at CITY's expense, or CITY granting Contractor access to the Product at reasonable times and locations to assess warranty claims, and (f) CITY not being in default of any obligation to pay Contractor.

2.4 Excluded from the Limited Warranties are (a) consumable and expendable items once such consumables are installed and demonstrate mat erial conformance to this Agreement ; (b) damage or defect caused by normal wear and tear, chemical action or abrasive materials; and (c) damage or defect caused by negligent or improper operation, misuse, unsuitable replacement parts or supplies, accidenta l or intentional damage, or improper or unauthorized erection, installation, commissioning, repairs or maintenance, except to the extent pe rformed by Contractor.

2.5 CITY's sole and exclusive remedies for breach of the Limited Warranties are limited to Contractor' choice of repair, re -performance or replacement of the non-conforming part of the Product or Lab or, or refund of the purchase price. The warranty on repair ed or replaced parts of the Product or Labor is limited to the rema inder of the original War ranty Period. CITY is responsible for any labor or cost required to gain acce ss to the defect, including removal, disasse mbly, or reinstallation of any equipment, m aterials or structures necessary to permit Contractor to assess or perform its warranty obligations, and shipping costs to and from the Contractor factory or repair facility.

2.6 THE LIMITED WARRANTIES SET FORTH IN THI S SECTION ARE SIEMENS' SOLE AND EXCLU SIVE WARRANTIES. SIEMENS MAKES NO

OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT L IMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3. Limitation of Liability: ANYTHING HEREIN NOT WITHSTANDING, IN NO EVENT SHALL EITHE R CITY OR CONTRACTOR, OR THEIR

RESPECTIVE SUPPLIERS, BE LIABLE TO THE OTHER PARTY WHETHER IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY

OTHER LEGAL THEORY, FOR LOSS OF USE , REVENUE, SAVINGS OR PROFIT, OR FOR INDIRE CT, SPECIAL, LIQUIDATED, PUNITIVE, EXEMPLARY, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS OR CO ST OF A SIMILAR TYPE.

SIEMENS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY BUYER ; HOWEVER, NOTHING

HEREIN SHALL SERVE TO LIMIT OR CAP SIEMENS LIABILITY FOR THIRD PARTY INDEMNIFICATION CLAIMS TO THE EXTENT CAUSED BY SIEMENS.

4. Intellectual Property. Contractor’s Work including all copyrights, trademarks, trade names, trade secrets, service marks, proprietary and confidential information , and products relating thereto, including without limitation, DVDs, overhead transparencies or digital presentati on and all participant materials and deliverables provided in connection therewith are the sole and exclusive property of Contractor and are t o be used solely within CITY’s organization and consistent with the purpose for Contractor’s Work. Except as otherwise expressly approved, such programs, content, property and materials, whether or not protected by copyright, are not to be modified, edite d, downloaded, file shared, emailed, distributed to a third party, or publicly posted (Slide Share, YouTube, etc.) without the prior written approval of Contractor. CITY shall not make or allow anyone under its control to make any derivative works without the prior written approval of Contractor. The training and know how are confidential and p roprietary to Contractor

Form Approved by City Attorney 9-1-2020 Exhibit E - Page 1

EXHIBIT E

ADDITIONAL REQUIREMENTS FOR SURVEYING, MATERIAL TESTING, AND INSPECTION SERVICES

The Services provided under this Contract include land surveying, material testing, or inspection services provided for a City construction project during the design, pre -construction, construction, or post - construction phases of the project . Therefore, the services include “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 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 secti on 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 i n 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

Form Approved by City Attorney 9-1-2020 Exhibit E - Page 2 registration number(s). The Contractor’s current DIR registration number and the current DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein.

To be completed by the City Representative if this Agreement is for the performance of any Public Work:

Contractor DIR registration #: _________________________________________

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 requi res 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 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 pe rforming work under this Contract.