Agenda packet, regular meeting — Mayor and City Council, December 4, 2024 (part 4 of 6)

American Rescue Plan Act,
San Manuel Band of Mission Indians
Council Ward: 1
Helen Tran, Mayor
Council Members: Theodore Sanchez, Sandra Ibarra,
Juan Figueroa, Fred Shorett, Ben Reynoso,
Kimberly Calvin, Damon Alexander
Rochelle Clayton, City Manager
For more information, please call the Engineering Department (909) 384-5019 Packet Page. 892
Seccombe Lake Park Revitalization 103 PROJECT SIGN
Size: 4’ Vertical by 8’ horizontal. Material: ½” Plywood with graffiti laminate. Colors: White background, blue and black graphics, full color logo.

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Seccombe Lake Park Revitalization 104 AMERICAN RESCUE PLAN COMPLIANCE

COMPLIANCE WITH AMERICAN RESCUE PLAN ACT (ARPA) CORONAVIRUS LOCAL

FISCAL RECOVERY FUND (CLFRF) FEDERAL GUIDELINES USE OF ARPA CLFRF AND

REQUIREMENTS
This Contract may be funded in whole or in part with funds provided by the American Rescue Plan Act - Coronavirus Local Fiscal Recovery Fund (ARPA), Federal Award Identification Number (FAIN): SLT0628 and Assistance Listing Number (formerly known as a CFDA number):

21.027, and therefore Contractor agrees to comply with any and all ARPA requirements in addition to any and all applicable County, State, and Federal laws, regulations, policies, and procedures pertaining to the funding of this Contract. The use of the funds must also adhere to official federal guidance issued or to be issued on what constitutes a necessary expenditure. Any funds expended by Contractor or its subcontractor(s) in any manner that does not adhere to the ARPA requirements shall be returned or repaid to the City or County. Any funds paid to Contractor i) in excess of the amount to which Contractor is finally determined to be authorized to retain; ii) that are determined to have been misused; or iii) that are determined to be subject to a repayment obligation pursuant to section 603(e) of the Act and have not been repaid, shall constitute a debt to the federal government. Contractor agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to the Act, and guidance issued by Treasury regarding the foregoing. Contractor shall provide for such compliance in any agreements with subcontractor(s).

Contractor agrees to comply with the following:

A. In accordance with Title 2 Code of Federal Regulations (C.F.R.) Section 200.322, the nonFederal Contractor should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this section: “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

B. In accordance with Title 2 C.F.R. Section 200.471, costs incurred for telecommunications and video surveillance services or equipment such as phones, internet, video surveillance, cloud servers are allowable except for the following circumstances: Obligating or expending covered telecommunications and video surveillance services or equipment or services (as described in Title 2 C.F.R. Section 200.216) to: 1) Procure or obtain, extend or renew a contract to procure or obtain; 2) Enter into a contract (or extend or renew a contract) to procure; or 3) Obtain the equipment, services, or systems, as described in Title 2 C.F.R. Section 200.216 that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities) and: (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Packet Page. 894
Seccombe Lake Park Revitalization 105 AMERICAN RESCUE PLAN COMPLIANCE Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); (ii) Telecommunications or video surveillance services provided by such entities or using such equipment; and (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. In implementing the prohibition under Public Law 115-232, section 889, subsection (f), paragraph (1), heads of executive agencies administering loan, grant, or subsidy programs shall prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered communications equipment and services, to procure replacement equipment and services, and to ensure that communications service to users and customers is sustained.

C. A non-Federal Contractor that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at Title 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

D. Byrd Anti-Lobbying Amendment (31 U.S.C. Section 1352) - Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by Title 31 U.S.C. Section 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

E. Clean Air Act (42 U.S.C. Sections 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. Sections 1251-1389), as amended - Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. Sections 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. Sections1251-1389).

F. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under Title 37 C.F.R. Section 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Title 33 U.S.C. Sections 1251-1387 recipient or subrecipient must comply with the requirements of Title 37 C.F.R. Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

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Seccombe Lake Park Revitalization 106 AMERICAN RESCUE PLAN COMPLIANCE G. Contract Work Hours and Safety Standards Act (40 U.S.C. Sections 3701-3708). Where applicable, all contracts awarded by the non-Federal Contractor in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with Title 40 U.S.C. Sections 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. Part 5). Under Title 40 U.S.C. Section 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of Title 40 U.S.C.

Section 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous to health or safety. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

Sections 3141-3148) as supplemented by Department of Labor regulations (29 C.F.R. Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal contractor must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal Contractor must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (18 U.S.C. Section 874 and 40 U.S.C. Section 3145), as supplemented by Department of Labor regulations (29 C.F.R.

Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal contractor must report all suspected or reported violations to the Federal awarding agency.
i. The Contractor and all Subcontractors and Sub-subcontractors are required to pay their employees and workers a wage not less than the minimum wage for the work classification as specified in both the Federal and California wage decisions. See Section 3.10.6 “Prevailing Wages” for additional information regarding California Prevailing Wage Rate Requirements and the applicable general prevailing wage determinations which are on file with the City and are available to any interested party on request. The higher of the two applicable wage determinations, either California prevailing wage or Davis-Bacon Federal prevailing wage, will be enforced for all applicable work/services under this Contract.

I. Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by Title 41 U.S.C. Section 1908, must address Packet Page. 896
Seccombe Lake Park Revitalization 107 AMERICAN RESCUE PLAN COMPLIANCE administrative, contractual, or legal remedies in instances where Contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

J. All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal Contractor including the manner by which it will be effected and the basis for settlement.

K. Equal Employment Opportunity. Except as otherwise provided under Title 41 C.F.R. Part 60, all contracts that meet the definition of “federally assisted construction contract” in Title 41 C.F.R. Section 60-1.3 must include the equal opportunity clause provided under Title 41 C.F.R. Section 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The identified clause is below and Contractor shall comply with the clause and all legal requirements and include the equal opportunity clause in each of its nonexempt subcontracts. i. The applicant hereby agrees that it will incorporate or cause to be incorporated into any contract for construction work, or modification thereof, as defined in the regulations of the Secretary of Labor at Title 41 C.F.R. Chapter 60, which is paid for in whole or in part with funds obtained from the Federal Government or borrowed on the credit of the Federal Government pursuant to a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, the following equal opportunity clause:

The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation Packet Page. 897
Seccombe Lake Park Revitalization 108 AMERICAN RESCUE PLAN COMPLIANCE conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry Packet Page. 898
Seccombe Lake Park Revitalization 109 AMERICAN RESCUE PLAN COMPLIANCE out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

L. Data Collection Requirements – Contractor agrees to collect pre-post data per County, and United States Treasury guidelines and timeline, for project tracking and monitoring and various reporting purposes. Data including, but not limited to: Required Project Demographic Distribution Data; Required Performance Indicators and Programmatic Data; Required Expenditure Report Data; and Required Program Evaluation Data. Contractor agrees to track and monitor data in a quantifiable and reportable database - retrievable collective data that needs to be available to County, State or Federal governments upon request.

M. Data Submission Requirements - Contractor agrees to furnish data to the County upon request, per County, and United States Treasury guidelines and timeline, for project tracking and monitoring and various reporting purposes. Data including, but not limited to: Required Project Demographic Distribution Data; Required Performance Indicators and Programmatic Data; Required Expenditure Report Data; Required Program Evaluation Data. Contractor agrees to track and monitor data in a quantifiable and reportable database - retrievable collective data that needs to be available at request.

N. Project Progress Reporting - Contractor agrees to provide project timeline and progress updates to the City upon request, per County, and United States Treasury guidelines and timeline. Contractor agrees to routine and impromptu program and project evaluation by the City.

Sections 200.331 through 200.333 (subrecipient monitoring and management), and Title 2 C.F.R. Part 200 Subpart F (audit requirements), as these sections currently exist or may be amended. The use of funds must also adhere to official federal guidance issued or to be issued on what constitutes an eligible expenditure. Any funds expended by Contractor or its subcontractor(s) in any manner that does not adhere to official federal guidance shall be returned to the County. Contractor agrees to comply with all official guidance regarding the ARPA CLFRF. Contractor also agree that as additional federal guidance becomes available, an amendment to this Contract may become necessary. If an amendment is required, Contractor agrees to promptly execute the Contract amendment.

P. Contractor shall retain documentation of all uses of the funds, including but not limited to invoices and/or sales receipts in a manner consistent with Title 2 C.F.R. Section 200.334 (retention requirements for records). Such documentation shall be produced to City upon request and may be subject to audit. Unless otherwise provided by Federal or State law (whichever is the most restrictive), Contractor shall maintain all documentation connected with its performance under this Contract for a minimum of five (5) years from the date of the last Packet Page. 899
Seccombe Lake Park Revitalization 110 AMERICAN RESCUE PLAN COMPLIANCE payment made by City or until audit resolution is achieved, whichever is later, and to make all such supporting information available for inspection and audit by representatives of the City, the State or the United States Government during normal business hours at Contractor.

Copies will be made and furnished by Contractor upon written request by City.

Q. Contractor shall establish and maintain an accounting system conforming to Generally Accepted Accounting Principles (GAAP) to support Contractor’s requests for reimbursement which segregate and accumulate costs of Contractor and produce monthly reports which clearly identify reimbursable costs, matching fund costs (if applicable), and other allowable expenditures by Contractor. Contractor shall provide a monthly report of expenditures under this Contract no later than the 20th day of the following month.

R. Contractor shall cooperate in having an audit completed by City, at City’s option and expense.

Any audit required by ARPA CLFRF and its regulation and United States Treasury guidance will be completed by Contractor at Contractor’s expense.

S. Contractor shall repay to City any reimbursement for ARPA CLFRF funding that is determined by subsequent audit to be unallowable under the ARPA CLFRF within the time period required by the ARPA CLFRF, but no later than one hundred twenty (120) days of Contractor receiving notice of audit findings, which time shall include an opportunity for Contractor to respond to and/or resolve the findings. Should the findings not be otherwise resolved and Contractor fail to reimburse moneys due City within one hundred twenty (120) days of audit findings, or within such other period as may be agreed between both parties or required by the ARPA CLFRF, City reserves the right to withhold future payments due Contractor from any source under City’s control.

T. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, Title 2 C.F.R. Part 200, other than such provisions as Treasury may determine are inapplicable and subject to such exceptions as may be otherwise provided by Treasury.

Subpart F – Audit Requirements of the Uniform Guidance, implementing the Single Audit Act, shall apply.

U. Universal Identifier and System for Award Management (SAM), Title 2 C.F.R. Part 25.

V. Reporting Subaward and Executive Compensation Information, Title 2 C.F.R. Part 170.

W. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (nonprocurement), Title 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to Title 2 C.F.R. Part 180 and Treasury’s implementing regulation at Title 31 C.F.R. Part 19. Debarment and Suspension (Executive Orders 12549 and 12689) - A contract award (see 2 C.F.R. Section 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at Title 2 C.F.R. Part 180 that implement Executive Orders 12549 (3 C.F.R. Part 1986 Comp., p. 189) and 12689 (3 C.F.R.

Part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

X. Recipient Integrity and Performance Matters, pursuant to which the award terms set forth in Title 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference.

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Seccombe Lake Park Revitalization 111 AMERICAN RESCUE PLAN COMPLIANCE Y. Government Requirements for Drug-Free Workplace, Title 31 C.F.R. Part 20.

Z. New Restrictions on Lobbying, Title 31 C.F.R. Part 21.

AA. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C.

Sections 4601-4655) and implementing regulations.

BB. Applicable Federal environmental laws and regulations.

CC. Statutes and regulations prohibiting discrimination include, without limitation, the following:
i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) and Treasury’s implementing regulations at Title 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance.
ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability. iii. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. Section 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance.
iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. Sections 6101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.
v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. Sections 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.

DD. Contractor understands that making false statements or claims in connection with the ARPA funded activities is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

EE. Any publications produced with ARPA funds must display the following language: “This project [is being] [was] supported, in whole or in part, by federal award number SLT-0628 awarded to San Bernardino County by the U.S. Department of Treasury.” FF. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Contractor is being encouraged to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented, or personally owned vehicles.

GG. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Contractor is being encouraged to adopt and enforce policies that ban text messaging while driving and establishing workplace safety policies to decrease accidents caused by distracted drivers.

HH. As a recipient of federal financial assistance, the Civil Rights Restoration Act of 1987 applies, and Contractor assures that it:

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Seccombe Lake Park Revitalization 112 AMERICAN RESCUE PLAN COMPLIANCE i. Ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. Sections 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at Title 31 C.F.R. Part 22 and other pertinent executive orders such as Executive Order 13166, directives, circulars, policies, memoranda and/or guidance documents.
ii. Acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency,” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, have Limited English proficiency (LEP). Contractor understands that denying a person access to its programs, services, and activities, because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury’s implementing regulations. Contractor shall initiate reasonable steps, or comply with the Department of the Treasury’s directives, to ensure LEP persons have meaningful access to its programs, services, and activities.

Contractor understands and agrees that meaningful access may entail provide language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication.
iii. Agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services, and activities.
iv. Agrees to maintain a complaint log of any complaints of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome.

II. The City must include the following language in every contract or agreement subject to Title VI and its regulations:
“The sub-grantee, contractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or nation origin (42 U.S.C. Section 2000d et seq.), as implemented by the Department of the Treasury’s Title VI regulations, Title 31 C.F.R. Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C.

Section 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, Title 31 C.F.R. Sections Part 22, and herein incorporated by reference and made a part of this contract or agreement.”
JJ. Contractor shall cooperate in any enforcement or compliance review activities by the City, and/or the Department of the Treasury. Contractor shall comply with information requests, on-site compliance reviews, and reporting requirements.

KK. Contractor shall maintain records and financial documents sufficient to evidence compliance with section 603(c), regulations adopted by Treasury implementing those sections, and guidance issued by Treasury regarding the foregoing.

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Seccombe Lake Park Revitalization 113 AMERICAN RESCUE PLAN COMPLIANCE LL.City has the right of access to records (electronic or otherwise) of Contractor in order to conduct audits or other investigations.

MM. Contractor shall maintain records for a period of five (5) years after the completion of the contract or a period of five (5) years after the last reporting date the City is obligated with the Department of the U.S. Treasury, whichever is later.

NN. Contractor must disclose in writing any potential conflict of interest in accordance with Title 2 C.F.R. Section 200.112.

OO. In accordance with Title 41 U.S.C. Section 4712, subrecipient or Contractor may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant.

The list of persons and entities referenced in the paragraph above includes the following: (i) A member of Congress or a representative of a committee of Congress; (ii) An Inspector General; (iii) The Government Accountability Office; (iv) A Treasury employee responsible for contract or grant oversight or management; (v) An authorized official of the Department of Justice or other law enforcement agency; (vi) A court or grand jury; or (vii) A management official or other employee of Recipient, subrecipient, contractor, or subcontractor who has the responsibility to investigate, discover, or address misconduct. Subrecipient or Contractor shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce.

PP. City and Contractor acknowledge that if additional federal guidance is issued, an amendment to this Contract may be necessary. In the event any of the terms in this Exhibit conflict with any other terms in the Contract, the terms in this Exhibit shall control.

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Quantity Unit Unit Price Total Price

DEMOLITION
1 Remove Existing Concrete 26,510 SF $ 4.00 $106,040.00 2 Remove Existing Asphalt and Base 22,150 SF $ 3.90 $86,385.00 3 Remove Existing Concrete Mow Curb 183 LF $ 13.75 $2,516.25 4 Remove Existing Concrete Parking Lot Curb 109 LF $ 8.25 $899.25 5 Remove Existing Building 1 LS $ 83,837.00 $83,837.00
6 Remove Existing Sign 3 EA $ 233.00 $699.00
7 Remove Existing Bench 2 EA $ 111.25 $222.50
8 Remove Existing Drinking Fountain 1 EA $ 1,765.00 $1,765.00 9 Remove Existing Playground Equipment & Surface 1 LS $ 31,611.00 $31,611.00 10 Remove Existing Trees 9 EA $ 956.50 $8,608.50
11 Remove Existing Electrical Equipment and Miscellaneous waste 1 LS $ 37,434.00 $37,434.00 12 Remove Existing Gutter 1 LS $ 14,733.00 $14,733.00
13 Remove Existing Wall 306 LF $ 12.50 $3,825.00
14 Landscape Clear & Grub and Repair Erosion on Slopes and Adjacent to Walkways 261,800 SF $ 0.31 $81,158.00
15 Remove Existing Bollard 3 EA $ 173.00 $519.00
16 Remove Existing Site Light, Base, & Footing 69 EA $ 610.50 $42,124.50 17 Remove Existing Utility Vault 1 LS $ 3,296.00 $3,296.00 18 Remove Existing Pavers and Salvage 4,340 SF $ 3.80 $16,492.00 19 Remove Existing Pavers, Concrete Bands and Drains 10,950 SF $ 2.84 $31,098.00 20 Remove Existing Utility Enclosure Roof and Equip. 1 LS $ 7,879.00 $7,879.00

GRADING & DRAINAGE
21 Provide Grading, Survey and Staking 1 LS $ 415,867.00 $415,867.00 22 Furnish & Install Storm Drain Improvements 1 LS $ 357,550.00 $357,550.00

ELECTRICAL
23 Furnish & Install Main Switchboard 'MS' for Park and Lake 1 LS $ 59,705.00 $59,705.00 24 Furnish & Install Electrical for Restroom/Concession Building 1 LS $ 99,148.00 $99,148.00 25 Furnish & Install Electrical for Restroom Building 1 LS $ 65,245.00 $65,245.00 26 Furnish & Install Electrical connections and fixtures for Gazebo 1 LS $ 39,654.00 $39,654.00 27 Furnish & Install Electrical Conduit to EV Chargers 1 LS $ 58,213.00 $58,213.00 28 Furnish & Install Electrical for lake pump system 1 LS $ 3,360.00 $3,360.00 29 Flagpole and Monument Lighting 1 LS $ 27,073.00 $27,073.00 30 Furnish & Install Palm Tree Solar Lighting 12 EA $ 4,791.00 $57,492.00 31 Furnish & Install Pathway Lighting 86 EA $ 10,547.00 $907,042.00 32 Furnish & Install Low voltage raceways to future security camera poles 1 LS $ 40,020.00 $40,020.00

PARKING LOT IMPROVEMENTS
33 Construct Asphalt and base 20,635 SF $ 6.05 $124,841.75 34 Construct 6" Curb 90 LF $ 93.05 $8,374.50
35 Construct 6" Curb and Gutter 100 LF $ 73.45 $7,345.00 36 Construct 36" Longitudinal Gutter 315 LF $ 84.70 $26,680.50 37 Construct Concrete Curb Ramp 530 SF $ 20.00 $10,600.00 38 Furnish & Install Parking Lot Striping 1 LS $ 8,647.00 $8,647.00 39 Furnish & Install Accent Pavers at Vehicular Drive Entry 1,473 SF $ 33.25 $48,977.25 40 Furnish & Install ADA Parking Stall Signage 3 EA $ 377.00 $1,131.00 41 Furnish & Install Concrete Wheel Stop 7 EA $ 79.25 $554.75 42 Furnish & Install Truncated Domes 237 SF $ 67.25 $15,938.25 43 Construct 6" Concrete Paving at Trash Enclosure 989 SF $ 13.00 $12,857.00 44 Construct Trash Enclosure Block Wall 60 LF $ 620.30 $37,218.00 45 Furnish & Install Trash Enclosure Gates 1 LS $ 18,271.00 $18,271.00 46 Furnish & Install Trash Enclosure Overhead Structure 1 EA $ 56,135.00 $56,135.00

SITE WORK
47 Construct 4" Concrete Paving 7,945 SF $ 9.10 $72,299.50 48 Construct 6" Concrete Paving 18,275 SF $ 11.32 $206,873.00 49 Construct Concrete Mow curb 355 LF $ 27.05 $9,602.75 50 Furnish & Install Restroom Building with Drinking Fountain 1 LS $ 353,223.00 $353,223.00 51 Reinstall Existing Bench 1 EA $ 372.00 $372.00
52 Reinstall Existing Trash Receptacle 3 EA $ 372.00 $1,116.00 53 Furnish & Install Trash Receptacle 4 EA $ 1,686.75 $6,747.00 54 Furnish & Install Dogipot Sign with Receptacle 6 EA $ 1,347.50 $8,085.00 55 Furnish & Install Precast Concrete 6' Long ADA Picnic Table 3 EA $ 5,009.00 $15,027.00 56 Furnish & Install Precast Concrete 6' Long Picnic Table 9 EA $ 4,851.00 $43,659.00 57 Furnish & Install Shade Shelter 30' Square 2 EA $ 86,228.75 $172,457.50 58 Furnish & Install Accent Boulders 59 EA $ 488.50 $28,821.50 59 Furnish & Install Exercise Equipment 1 LS $ 43,278.00 $43,278.00

BID TABULATION

1. BID TABULATION
PROJECT NAME: Seccombe Lake Park Revitalization
PROJECT NO: PR 22-005
Bid Item and Description
Apparent Low Bidder 1
Landscape Support Services
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Quantity Unit Unit Price Total Price

BID TABULATION

1. BID TABULATION
PROJECT NAME: Seccombe Lake Park Revitalization
PROJECT NO: PR 22-005
Bid Item and Description
Apparent Low Bidder 1
Landscape Support Services
60 Provide Footbridge Repair & Restoration 1 LS $ 155,845.00 $155,845.00 61 Furnish & Install Fishing Station 5 EA $ 1,974.00 $9,870.00 62 Construct Handrails (inground) 90 LF $ 75.85 $6,826.50 63 Construct Entry Monument sign and pilasters 1 LS $ 64,668.00 $64,668.00 64 Repair existing paver area (reuse salvaged pavers) 4,600 SF $ 4.05 $18,630.00 65 Furnish & Install Sewer Utilities for Restroom 1 LS $ 38,150.00 $38,150.00 66 Furnish & Install Water Utilities for Restroom 1 LS $ 17,290.00 $17,290.00 67 Furnish & Install Public Safety Lake Signs 14 EA $ 637.25 $8,921.50 68 Provide Squirrel Extermination 1 LS $ 12,195.00 $12,195.00 69 Repair Existing Perimeter Fence 1 LS $ 15,657.00 $15,657.00 70 Furnish & Install Utility Enclosure Addition for Electrical Switchgear – block wall, gate and shelter roof 1 LS $ 105,453.00 $105,453.00

GAZEBO AND VENUE RESTROOM/KITCHEN BUILDING AREA
71 Construct 6" Concrete Paving 15,970 SF $ 11.30 $180,461.00 72 Construct 6" Curb 180 LF $ 93.05 $16,749.00
73 Construct Gazebo Restoration & New Stone Columns 1 LS $ 329,684.00 $329,684.00 74 Construct Handrails - Surface Mount 92 LF $ 64.00 $5,888.00 75 Furnish & Install Venue Restroom/Storage/Kitchen 1 LS $ 1,228,765.00 $1,228,765.00 76 Furnish & Install Sewer Utilities for Restroom/Storage/Kitchen 1 LS $ 14,751.00 $14,751.00 77 Furnish & Install Water Utilities for Restroom/Storage/Kitchen 1 LS $ 17,230.00 $17,230.00

PLAYGROUND
78 Construct 4" Concrete Paving 5,490 SF $ 9.10 $49,959.00 79 Construct Concrete Play Curb 738 LF $ 52.75 $38,929.50 80 Furnish & Install Play Shade Structures 1 LS $ 341,957.00 $341,957.00 81 Deliver & Install Dave Bang Play Equipment 1 LS $ 73,000.00 $73,000.00 82 Deliver & Install LSI Play Equipment 1 LS $ 75,000.00 $75,000.00 83 Furnish & Install Rubber Surfacing 14,585 SF $ 30.10 $439,008.50 84 Furnish & Install Artificial Turf Mounds 1,400 SF $ 57.90 $81,060.00 85 Reinstall Existing Trash Receptacle 3 EA $ 372.00 $1,116.00 86 Reinstall Existing Bench 4 EA $ 280.00 $1,120.00
87 Furnish & Install 6' Bench 4 EA $ 2,000.00 $8,000.00 88 Furnish & Install Precast Concrete 6' Long Picnic Table 3 EA $ 4,841.00 $14,523.00 89 Furnish & Install Precast Concrete 6' Long ADA Picnic Table 1 EA $ 4,999.00 $4,999.00 90 Furnish & Install 42" High Tubular Steel Fence 517 LF $ 215.00 $111,155.00

BASKETBALL COURTS
91 Furnish & Install 4" Concrete Paving 4,065 SF $ 9.70 $39,430.50 92 Furnish & Install 6" Concrete Court Paving 6,085 SF $ 10.35 $62,979.75 93 Furnish & Install Basketball Court Surfacing 6,085 SF $ 2.35 $14,299.75 94 Furnish & Install Court Striping 1 LS $ 1,027.00 $1,027.00 95 Furnish & Install Basketball Post with Single Backboard and Goal 1 EA $ 6,527.00 $6,527.00 96 Furnish & Install Basketball Post with Back to Back Backboards and Goals 1 EA $ 11,642.00 $11,642.00 97 Furnish & Install 6' Bench 6 EA $ 2,000.00 $12,000.00

LAKE RESTORATION
98 Furnish and Provide Lake Cleanup 1 LS $ 85,277.00 $85,277.00 99 Repair Concrete Lakefront Bollards & Walls 1 LS $ 131,225.00 $131,225.00

LANDSCAPE
100 Furnish & Install Irrigation Booster Pump & Filter 1 LS $ 131,410.00 $131,410.00 101 Furnish & Install Irrigation Controller 1 EA $ 24,978.00 $24,978.00 102 Furnish & Install Irrigation - Turf 63,885 SF $ 1.10 $70,273.50 103 Furnish & Install Irrigation - Shrubs, Trees and Groundcover 1 LS $ 262,288.00 $262,288.00 104 Furnish & Install Turf (sod) 63,885 SF 1.25 $79,856.25 105 Furnish & Install Tree (24" box) 155 EA $ 626.10 $97,045.50 106 Furnish & Install Tree (36" box) 20 EA $ 1,201.80 $24,036.00 107 Furnish & Install 5 Gallon Shrubs 356 EA $ 37.75 $13,439.00 108 90 Day Maintenance 1 LS $ 52,019.00 $52,019.00
109 Furnish & Install Accent 2" Crushed Gravel 9,629 SF $ 6.75 $64,995.75 110 Furnish & Install 3" Layer Stabilized Decomposed Granite 58,248 SF $ 2.50 $145,620.00 OTHER
111 Mobilization 1 LS $ 661,466.00 $661,466.00
112 Project Sign 4 EA $ 2,624.25 $10,497.00
113 SWPPP, Erosion & Dust Control 1 LS $ 67,254.00 $67,254.00 BID RANKING Apparent Low Bidder 1
S:\ENGINEERING\Capital Improvement Projects\Active Projects\Parks\Seccombe Lake Park- Park Improvements\50 Contract Management\50.06 Bids Received\Bid AnalysisRev1BID TABULATION 2 of 3 Packet Page. 905
Quantity Unit Unit Price Total Price

BID TABULATION

1. BID TABULATION
PROJECT NAME: Seccombe Lake Park Revitalization
PROJECT NO: PR 22-005
Bid Item and Description
Apparent Low Bidder 1
Landscape Support Services
$9,587,090.25
$9,587,311.25
-$221.00

DEMOLITION

1.1 Remove Existing Concrete- Island 2,460 SF $ 9.80 $24,108.00

1.2 Remove Existing Trees- Island 3 EA $ 2,739.00 $8,217.00

1.3 Remove Existing Wall- Island 95 LF $ 240.00 $22,800.00

1.4 Landscape Clear & Grub- Island 10,453 SF $ 1.80 $18,815.40

1.5 Remove Existing Bollard- Island 2 EA $ 224.00 $448.00

1.6 Remove Existing Handrail- Island 2 EA $ 2,238.00 $4,476.00

GRADING & DRAINAGE

1.7 Provide Grading, Survey and Staking - Island 1 LS $ 30,877.00 $30,877.00

LAKE RESTORATION

1.8 DELETED $0.00

LANDSCAPE

1.9 Furnish & Install Palm Trees 5 EA $ 11,658.00 $58,290.00

SITE WORK

1.10 Construct 4" Concrete Paving 3,440 SF $ 19.00 $65,360.00

1.11 Construct Concrete Stairs and Handrails 1 LS $ 23,327.00 $23,327.00

1.12 Relocate & Reinstall Existing Boulders 32 EA $ 747.00 $23,904.00

1.13 Construct Accent Paving (Compass Rose) 630 SF $ 161.00 $101,430.00

1.14 Furnish & Install Art Installation 1 LS $ 5,000.00 $5,000.00 $387,052.40

DEMOLITION

2.1 Landscape Clear & Grub- Dog Park 86,118 SF $ 1.00 $86,118.00

2.2 Remove Existing Perimeter Fence- Dog Park 6 LF $ 20.00 $120.00

GRADING & DRAINAGE

2.3 Provide Grading, Survey and Staking - Dog Park 1 LS $ 7,831.00 $7,831.00

LANDSCAPE

2.4 Furnish & Install Irrigation - Turf 82,206 SF $ 1.50 $123,309.00

2.5 Furnish & Install Turf (sod) 82,206 SF $ 2.00 $164,412.00

2.6 Furnish & Install Tree (24" box) 5 EA $ 855.00 $4,275.00

2.7 90 Day Maintenance 1 LS $ 84,121.00 $ 84,121.00
SITE WORK $0.00

2.8 Construct 4" Concrete Paving 3,895 SF $ 16.00 $ 62,320.00

2.9 Furnish & Install 8' Tall x 6' wide Gate 1 EA $ 25,337.00 $25,337.00

2.10 Furnish & Install Concrete Dog Park monument 1 EA $ 7,524.00 $7,524.00 $565,367.00
$10,539,509.65

TOTAL BID AMOUNT INDICATED BY BIDDER

TOTAL BID AMOUNT CALCULATED BASED ON UNIT PRICES

CALCULATION CORRECTIONS TO BID AMOUNT SUBMITTED BY CONTRACTOR BASED ON CALCULATED BID AMOUNT
ADDITIVE ALTERNATE #2
ADDITIVE ALTERNATE #2 TOTAL
BASE BID + ADDITIVE ALTERNATVE 1 & 2 TOTAL
ADDITIVE ALTERNATE #1
ADDITIVE ALTERNATE #1 TOTAL
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3150 Almaden Expressway, #255
San Jose, CA 95118
Phone: 408.618.8300
Fax: 408.618.8310
www.csgengr.com
November 19th, 2024 Page 1 of 8
FOSTER CITY | PLEASANTON | SAN JOSE | SACRAMENTO | NEWMAN | PASO ROBLES | ORANGE Mr. Ramon Mendez, P.E.

City of San Bernardino
Department of Public Works
201 North “E” Street, 2nd Floor
San Bernardino, CA 92401
Subject: Task Order Number 001 for Seccombe Lake Park Renovation Project Dear Mr. Mendez:

Thank you for the opportunity to provide professional construction management and inspection services for Seccombe Lake Park Renovation Project. The project is estimated at 52 weeks for construction. CSG’s scope of services for the project are shown below.

SCOPE OF WORK
CSG’s scope of services is presented in the following paragraphs:

Task 01 – Pre-Construction Meeting
Prior to the Preconstruction Meeting, CSG’s Construction Manager and Inspector shall review all project plans and specifications to have a complete understanding of the project requirements. During review, identify any constructability issues that may cause project delays and/or unnecessary change orders.

A preconstruction conference shall be held for the project to be attended by City staff, Design Consultant, CSG’s Construction Manager and Construction Inspector, the Contractor, representatives of potentially affected utilities and representatives of any other affected agencies. Prior to the conference, prepare a conference agenda. At the meeting, discuss communication protocol requirements, safety and health procedures, storm water controls, schedule requirements, procedures for contract submittals, contract administration, job-site access and delivery, and coordination with others. After the meeting, document with minutes.

Deliverables:
• Agenda, Minutes, and distribution to all entities
Task 02 – Materials Submittal Review
CSG shall develop a list of all required material submittals and compare the list to the Contractors submittals. CSG shallreview all project submittals except traffic control plans. Each submittal shall be sent for review by the City staff and design team as required to verify compliance. Maintain a project submittal log which shall include descriptions of submittals, submittal status, date received, and date Packet Page. 974
Mr. Ramon Mendez, P.E., City of San Bernardino
Seccombe Lake Park Renovation Project – Construction Management and Inspection November 19th, 2024
FOSTER CITY | PLEASANTON | SAN JOSE | SACRAMENTO | NEWMAN | PASO ROBLES | ORANGE

Page 2 of 8 ends

returned. Once the submittals have been reviewed and accepted, they shall be signed, dated, and sent to the Construction Inspector, City staff, project Contractor and the file. Submittals shall be returned within the time frame specified by the Contract Documents.

For traffic handling and traffic control plans, CSG shall coordinate with the contractor for timely submittals to the City for review and approval. CSG shall then work with the contractor to ensure implementation of any traffic handling and traffic control plans.

In addition to submittals, CSG shall review all lab reports, certifications and material test inspections and correlate all reports with respect to the plans and specifications. Include review of vendor documentation.

Provide a log for reports and certifications and notify the City upon any irregularities.

Deliverables:
• Electronic copy of Submittals (pdf format), Transmittals, and Logs Task 03 – Record-Keeping and Documentation
CSG shall maintain a complete and current record of project-related documentation. This documentation shall be organized and readily accessible for reference and audit purposes. Files shall include:
• Contract Documents, Addenda, Bulletins, and Reports
• All required local, other agencies and state records for the project duration and submit copies to the City’s project manager, including labor compliance. • Environmental Compliance Documents/ Agency Permits
• Material Submittals
• Contractor Correspondence
• City Correspondence
• Certified Payroll Records
• Change Orders
• Progress Payments
• Materials Testing Reports/Correspondence
• Surveying Records
• Inspection Field Reports/ Accident Reports
• Photo Logs
• Utility/Agency Correspondence
• Public Correspondence
• Operations and Maintenance Manuals
• Project Closeout Records
Deliverables:
• E-File of All of the Above
Task 04 – Construction Meetings
CSG shall be in constant communication with City staff during the entire project duration to ensure that the project is running smoothly and in accordance with the City’s expectations. CSG shall hold meetings with City staff, Contractor and Inspector, meetings with utilities/agencies, and affected agencies. Each is discussed below:

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• City Meetings: Meet with City staff as required to keep staff fully apprised of construction progress and potential project issues. Prepare agendas and minutes for each meeting. • Contractor Meetings: Coordinate and facilitate weekly progress meetings with the Contractor and prepare and distribute meeting agenda and minutes for each meeting. Meeting agenda will typically include background, old business, new business, SWPPP, submittals, RFIs, traffic control, construction phasing, project schedule, potential issues discussion, payment quantities discussion, and any safety deficiencies observed.
• Utilities/Agency Meetings: CSG shall invite utilities and agencies to the preconstruction conference. During that meeting, potential project impacts shall be discussed. During construction, should issues develop needing further discussions with utilities/agencies, CSG shall meet with each utility and develop remediation strategies. Again, all meetings shall be documented with minutes.

CSG shall receive RFI’s and Request for Clarifications (RFCs) including written clarification requests and change-in-plan drawings regarding the contract documents. CSG shall issue any Consultant drawings, sketches and written responses to the Contractor in a timely manner and shall verify compliance with the Contract Documents.

CSG shall maintain an RFI log and an RFClog, documenting the number, nature, and dates of issuance and review, as well as the individuals involved in the review process. CSG shall review all RFCs for any potential change in scope and notify the City if potential change orders may arise from the RFC.

Deliverables:
• Agendas, Minutes, RFI and RFC Responses
Task 05 – Construction Management
CSG shall provide up to 16 hours per week of onsite project coordination by the Construction Manager to verify that the project is progressing in compliance with the contract documents.

CSG shallreview the project schedule and construction progress prior to each Contractor meeting to verify compliance with the Contract Documents. In addition, prepare weekly statement of working days to be provided to the contractor at each weekly meeting. If the Contractor is failing to meet approved schedule contract obligations, CSG shall request a remediation effort to return the project progress to comply with requirements. If the remediation plan requires adjustment to the completion date, CSG shall advise the City and shall not execute any approval of such change without City authorization.

Change conditions and time extensions that may warrant a change order will require a complete understanding of the impacts of the change of which CSG shall need to consider in determining its resolution. CSG shall seek appropriate comments from impacted stakeholders by the changed conditions and shall closely consult with the City to develop the most cost-effective remediation alternative. Cost and scheduling impacts shall be noted and presented to the City in accordance with the change order procedures of the City prior to directing the Contractor, including the preparation of Change Order drawings and specifications, if required.

To maintain cost controls, CSG shall review project budgets on a weekly basis, or as warranted, by review of change orders, RFCs, and progress payments. Quantities used on the project shall be tracked to verify that they do not exceed contract budgeted amounts. Should an increase in budget be required, CSG shall assist Staff with staff report preparation.

Regarding RFC’s, review any change order request received to determine if said request is warranted. If the change order request is not warranted, reject it in writing; prior to sending rejection letters to the Contractor, Packet Page. 976
Mr. Ramon Mendez, P.E., City of San Bernardino
Seccombe Lake Park Renovation Project – Construction Management and Inspection November 19th, 2024
FOSTER CITY | PLEASANTON | SAN JOSE | SACRAMENTO | NEWMAN | PASO ROBLES | ORANGE

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review it with City staff. If the change order request appears justified, review it with the Construction Inspector and compare it with field reports for confirmation of materials, equipment and/or labor involved; review same with City staff and receive City staff’s approval prior to preparing and processing the contract change order. Change orders shall be prepared on standard forms.

Should rejected RFC’s require additional consideration, negotiate with contractors to establish the impact of change conditions, and attempt to complete negotiations prior to beginning work. If an agreement is not reached and the work must continue, direct the Contractor to complete the work. For all disputed work and force account work, the Construction Inspector shall document the labor, materials and equipment used for the extra work for use in future negotiations.

Upon direction from the City, CSG shallnegotiate with Contractors to settle all disputes. However, City staff will ultimately determine the extent required to achieve resolution. CSG shall meet with both parties, either independently or together, as warranted until resolution is reached. Once an issue is identified, CSG shall work diligently to resolve it as timely as possible. The weekly meetings shall also be used to avoid or resolve these disputes.

Deliverables:
• Change Orders, Staff Report
Task 06 – Pay Requests
Each month, CSG shall review the construction payment requests submitted by the contractors for work completed and the construction schedule. We will review the work completed and payment requests to ensure that the quantities and amounts requested reflect the actual work completed. After each request has been reviewed (and revised if necessary), we will approve it and forward it to staff for approval and payment along with a written statement of completed review.

CSG shall track and log any Preliminary and Stop Notices prior to each month’s progress payment. If any stop notices have been issued, CSG shall direct the Contractor to rectify the notice and provide proof of the rectification prior to release of payment.

CSG shall also provide monthly reports highlighting project progress, change orders, cost issues, and schedule.

Deliverables:
• Payment Requests
Task 07 – Construction Inspection
CSG shall provide 24-28 hours per week (minimum 4 hours per day) of construction inspection and reporting, to verify that the project is progressing in compliance with the contract documents.

We shall require strict compliance with the contract documents for all construction activities and for any equipment or materials to be furnished and installed. We already possess the measuring devices and testing equipment normally required for inspecting public works construction projects. Our construction inspection personnel are experienced and knowledgeable in the operation of said devices and equipment, as well as the associated safety equipment.

All materials shall be reviewed against approved material submittals as they arrive on- site. Batch tickets or weigh certificates shall be collected upon material arrival.

The Construction Inspector shall verify SWPPP, and safety provisions have been implemented at the start of each workday, at the construction site. Any deviations shall be documented. All system service Packet Page. 977
Mr. Ramon Mendez, P.E., City of San Bernardino
Seccombe Lake Park Renovation Project – Construction Management and Inspection November 19th, 2024
FOSTER CITY | PLEASANTON | SAN JOSE | SACRAMENTO | NEWMAN | PASO ROBLES | ORANGE

Page 5 of 8 ends

interruptions, connections and abandonments shall be coordinated with staff. In addition, materials testing and survey requirements shall be coordinated and scheduled with appropriate parties to ensure there is no delay to the project construction and to minimize costly down periods for anyone onsite.

While onsite, CSG shall digitally photograph the activities and maintain copies in the project files and our Construction Inspector shall prepare daily field reports, which shall document all observed project activity, including location of the activity, number of workers present, construction equipment used, quantities constructed, inspector present, weather conditions, and construction progress. All project documentation shall be completed on standard forms. All documents shall be submitted in electronic copy formats.

The CSG inspector shall provide emergency contact information to allow for 24-hour accessibility. He shall verify site safety conditions daily and, should conditions be unsafe, advise the contractor of corrective actions. If the contractor fails to remediate such conditions, the Inspector shall advise the City and request directions.

Should an accident occur, CSG shall notify the City and note all site conditions and document via photos or videos the accident location and prepare an accident report.

Deliverables:
• Daily Field Reports, Site Deficiency Reports, Batch Tickets, Photographs, Accident Reports, Testing Reports, and Summary Reports
Task 08 – Special Inspection and Materials Testing
CSG shall provide geotechnical and materials special inspection services as required per the following construction documents from the City of San Bernadino:
• A set of plans, by Beckwith and Associates, Inc., dated August 15, 2024. • A soils report dated May 31, 2024, by Geo-Advantec, Inc. • A set of specifications by BOA Architecture, dated August 14, 2024 Provide all field and laboratory testing of soils, backfill, structural backfill, aggregate base, asphalt, concrete, and other testing required by law, or the Contract Documents. Certified technicians shall complete all testing work, and all laboratory facilities shall be certified to perform the respective tests and be approved by the CITY. The CM shall review results of tests, forward copies to the CITY as a part of the weekly reports and work with the Contractor to resolve deficiencies or defective work. All test procedures shall be in accordance with the Contract Documents and applicable Specifications.

Deliverables:
• Copies of all testing results
Task 09 – Labor Compliance
Provide Labor Compliance analysis and coordination along with the City Labor Compliance Officer. This scope of work shall include:
• Review contract provisions and labor compliance requirements with the Contractor. • Determine the specific labor standards and dates of effect for Wage Federal Davis Bacon and State Prevailing Wages for the construction project
• Set up and maintain all compliance files and documents relating to prevailing wages for Federal Davis Bacon and State Prevailing Wages activities.

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• Perform labor compliance – check payroll etc. and conduct site interviews to confirm worker classification and wage rate of the project conforms to the applicable contract provisions. • Set up and maintain labor compliance files tracking the prime contractor and subcontractors. • Attend pre-construction meetings to discuss prevailing wage requirements with contractor and subcontractors.
• Review Contractor's compliance with all State and Federal required postings such as the prevailing wage rates and EEO policies as well as the Contractor's Affirmative Action Plan. • Verify that certified payroll records are submitted by prime contractors and their subcontractors • Reconcile Weekly Certified Payroll Reports (CPR) & supporting documentation with wage decision and employee field interviews. Perform continuous and timely monitoring reviews of CPRs and related submissions for compliance.
• Review and verify Fringe Benefit Statements are consistent with the contract provisions and State of California requirements.
• Monitor the submittal of Training Fund Contribution Reports. • Monitor workforce utilization reports to verify trade and apprenticeship participation • Identify wage underpayment through audits of payroll documents, during onsite employee interviews or by complaints filed by workers on the project. • Prepare documentation that lists the week endings worked, the name of the worker, trade classification, number of hours worked, rate paid, correct prevailing wage rate and the amount due each worker.

Deliverables:
• Labor Compliance Documentation
Task 10 – Agency Coordination
CSG’s Construction Manager shall assist the City and the Contractor and coordinate with agencies in obtaining necessary permits and final approvals for the Project, review permitting and coordinate with appropriate City and utility agencies affected by the work. coordinate project schedules and work progress affecting the project with each appropriate agency. If appropriate, the Construction Manager shall invite affected agencies to attend the weekly progress meetings to review the project schedule, summarize project requirements and discuss them at these weekly meetings.

Deliverables:
• Agency Coordination
Task 11 – Record Drawings
Each month, the Construction Inspector shall review the contractor’s records to ensure that current and accurate records of work in place are being kept. If deficiencies are observed, CSG shall withhold the contractor’s progress payment until the contractor demonstrates compliance.

Once the project has been completed, provide the City with a complete set of redlined record drawings that shall reflect the improvements as constructed. Any changes made during project construction shall be shown on the record drawings based on contractor’s and our records. Forward drawings to the Design Consultant to prepare final as-built drawings to be provided to the City.

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Task 12 – Project Closeout
After project construction is essentially complete, CSG together with the Design Consultant and City staff, shall field review the project and prepare a construction deficiencies list (punch list) of items requiring remedial work. After all deficiencies are corrected, the Construction Manager shall prepare a letter, recommending acceptance of the project. Once the remedial work is completed, CSG shall review and process the final project invoice.

CSG shall assist the City to identify, track and monitor the completion of warranty work prior to the construction completion date. If required, obtain lien waivers, bonds, guarantees, warranties, and other documents required by the Contract Documents for final Contract Closeout.

In addition, prepare the Notice of Substantial Completion to establish the date for the commencement of contract warranty periods and acceptance of maintenance responsibility by City. Provide the Contractor with a list of any remaining incomplete work requirements to be completed prior to Final Completion.

After all project requirements have been completed, prepare a “Notice of Completion” report documenting the final completion of the project and acceptance of the project improvements by the City.

Deliverables:
• Punch List, Final Payment, Project Records, and Notice of Completion Packet Page. 980
Mr. Ramon Mendez, P.E., City of San Bernardino
Seccombe Lake Park Renovation Project – Construction Management and Inspection November 19th, 2024
FOSTER CITY | PLEASANTON | SAN JOSE | SACRAMENTO | NEWMAN | PASO ROBLES | ORANGE

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FEE
CSG’s fees to provide the scope of services described above are shown in the table below and based on 52 weeks duration for the project. CSG shall invoice monthly in accordance with our rate schedule and shall not exceed our fee without prior approval from the City.

Task No. 1 - Preconstruction Meeting $5,782.00
Task No. 2 - Material Submittal Review $15,292.00
Task No. 3 - Records Management $26,416.00
Task No. 4 - Construction Meetings $35,279.00
Task No. 5 - Construction Management $210,772.00
Task No. 6 - Pay Requests $14,192.00
Task No. 7 - Inspection Services $246,106.00
Task No. 8 – Special Inspection and Materials Testing $56,142.00 Task No. 9 – Labor Compliance $56,548.00
Task No. 10 - Agency Coordination $9,144.00
Task No. 11 - Record Drawings $4,512.00
Task No. 12 - Project Close-Out $20,120.00
SUBTOTAL $700,305.00
REIMBURSABLES $0.00
CONSTRUCTION MANAGEMENT TOTAL $700,305.00
Again, thank you for the opportunity to submit our proposal to provide professional consulting services.

If you have any questions, please contact me at (818) 800- 6326.

Sincerely,
Peykan Abbassi, P.E.

Vice President
CSG Consultants, Inc.

City of San Bernardino
Accepted this 4th day of December 2024
By:

Name: ____________________________________
Title: ______________________________________
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Attachment 5
Location Map
900 ft
N
➤
Packet Page. 982

CONSENT CALENDAR
City of San Bernardino
Request for Council Action
Date: December 4, 2024
To: Honorable Mayor and City Council
From: Rochelle Clayton, Acting City Manager;
Gabriel Elliott, Director of Community Development & Housing Department: Community Development & Housing
Subject: Acceptance of Donations for the SB HOPE Campus (All Wards) Recommendation
It is recommended that the Mayor and City Council of the City of San Bernardino, California:

1. Approve the acceptance of donations from Loma Linda University Health (LLUH) in the amount of $70,000 and from Inland Empire Health Plan (IEHP) in the amount of $1,500,000 million to support the construction and/or operation of the SB HOPE Campus.

2. Adopt Resolution No. 2024-235; and authorize the Director of Finance and Management Services to amend the FY 2024/2025 Operating Budget to both revenues and expenditures and appropriate $1,570,000 in donated funds to be used towards the construction of the City’s Navigation Center.

3. Authorize the City Manager or designee to accept future donations on behalf of the City Council for the SB HOPE Campus to support the shelter's ongoing operations and services.

4. Authorize the City Manager or designee to execute all necessary documents related to accepting and utilizing these donations.

Executive Summary
The City is developing a 200-bed pet-friendly, low-barrier navigation center, known as SB HOPE Campus, to provide interim housing and recuperative care to unhoused men and women as well as onsite supportive services. Local hospitals and Health Maintenance Organizations (HMOs) saw the need for recuperative care in the City and are providing financial assistance to help construct the Campus. Loma Linda University Health (LLUH) and Inland Empire Health Plan (IEHP) are donating Packet Page. 983
$1,570,000 to the City to prioritize recuperative care by constructing SB HOPE Campus.

Background
The City is developing a 200-bed navigation center called SB HOPE Campus at the former School of Hope site at 796 6th Street in San Bernardino. The 2.5-acre campus will operate as a multi-service complex designed to provide low-barrier, interim housing, and core services to unhoused men and women in one location. SB HOPE Campus will help to address the root causes of homelessness by connecting people to critical resources such as medical respite, mental health services, substance use disorder counseling, individualized case management, housing navigation, job training and placement, family reunification, and help with documentation readiness. These types of resources will help to provide a pathway toward stability.

A key component of SB HOPE Campus will be recuperative care, which is also known as medical respite. Typically, when a person is discharged from the hospital to recover from a chronic or acute health condition, they can obtain rest and medical oversight in the comfort of their home or a safe location. Unhoused individuals discharged from hospitals do not have stable environments to rest or recover. Their chances of experiencing potential health complications are significantly increased, which leads to high emergency room utilization or hospital readmission. Combined with housing placement services and case management, recuperative care allows individuals with complex medical and psychosocial needs the opportunity to recuperate.

Recuperative care is a bridge between homelessness and interim housing. Individuals can receive assistance with activities of daily living, medical oversight, coordination with transportation to medical appointments, support with acquiring benefits, case management, and housing services.

Discussion
SB HOPE Campus will offer a social recuperative care model, which means physicians will refer nursing and/or home health staff to the campus to provide physical care needs to each recuperative care patient as outlined in each person’s hospital discharge plan.

The recuperative care team will include medical professionals and case managers.

Patients will receive connections to social support services, housing tenancy, and sustaining services to assist them with documentation readiness, benefits, and overcoming social determinants of health. The City is in the process of drafting an RFP for a shelter and recuperative care operator.

IEHP and Loma Linda University Hospital support the City’s decision to provide recuperative care at the SB HOPE Campus, and funds are being provided to help with this initiative. The City has spending flexibility. IEHP will allow its funds to be used to cover costs related to development and construction. In contrast, LLUH’s funds can be used for development, construction, and even equipment related to recuperative care (e.g., beds, monitors, wheelchairs)). However, both donations will be used to cover development and construction costs associated with SB HOPE Campus, allowing the City to ensure the project meets the highest standards of care and offers essential Packet Page. 984
services to individuals experiencing homelessness.

LLUH has already issued a check to the City for $70,000 to help complete SB HOPE Campus. The funds are provided as part of LLUH’s Fiscal Year 24 Community Benefit Investments and align with the agency's Community Health Implementation Strategy for Fiscal Year 2023-2025. A Standard Agreement was not required. A General Ledger Account has been established for collected donations earmarked for developing and constructing the SB HOPE Campus. IEHP’s Agreement is attached, and the document is being routed for signature.

Donations will supplement the existing project construction budget, which includes:
• $12.45 million in ARPA funding
• $1.9 million in Community Development Block Grant (CDBG) funds • $4.3 million in HOME-ARP funds
• $808,385 in Homeless Housing, Assistance, and Prevention (HHAP) funds from the County
• $4.5 million in ARPA (reallocated from operations to construction) o Total: $23,958,385
Current donations from hospitals/HMOs for project construction include:
• Inland Empire Health Plan: $1,500,000
• Loma Linda University Health: $70,000
o Total: $1,570,000
This combined total of $23,958,385 will allow the City to construct SB HOPE Campus, which has an anticipated completion date of November 2025.

Fiscal Impact
The acceptance of $1.57 million in donations from Loma Linda University Health (LLUH) and IEHP, as well as any future donations, will have no direct fiscal impact on the City’s General Fund. These donations will be managed in a designated SB HOPE Campus construction fund, supplementing the already secured project funding.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California:

2. Adopt Resolution No. 2024-235; and authorize the Director of Finance and Management Services to amend the FY 2024/2025 Operating Budget to both Packet Page. 985
revenues and expenditures and appropriate $1,570,000 in donated funds to be used towards the construction of the City’s Navigation Center.

3. Authorize the City Manager or designee to accept future donations on behalf of the City Council for the SB HOPE Campus to support the shelter's ongoing operations and services.

4. Authorize the City Manager or designee to execute all necessary documents related to accepting and utilizing these donations.

Attachments
Attachment 1 Resolution No. 2024-235
Attachment 2 Inland Empire Health Plan Agreement
Attachment 3 Loma Linda University Health Letter of Commitment

Ward
All Wards
Synopsis of Previous Council Actions
August 4, 2021 Mayor and City Council received a report and discussed the allocation of ARPA funds.

December 7, 2022 Mayor and City Council approved the Homelessness Solutions Action Plan and authorized the use of $20
million in ARPA funding for the development of a
Navigation Center, Homeless Street Outreach, and
Mobile Shower Program Expansion.

February 1, 2023 Mayor and City Council approved Resolution No. 2023- 028 declaring a Homelessness State of Emergency.

March 15, 2023 Mayor and City Council approved $4,299,671 of HOME-ARP funds to assist with the design and
construction of the Navigation Center.

June 21, 2023 Mayor and City Council adopted the FY 23-24 Annual Action Plan which included an allocation of $1,901,365
in CDBG funds for the Navigation Center.

July 19, 2023 Mayor and City Council adopted Resolution No. 2023- 097 amending the City’s 2020-2023 Permanent Local
Housing Allocation (PLHA) Program funding to provide
$4,355,241 towards the operating and/or capital costs
of the City’s Navigation Center.

Packet Page. 986
October 4, 2023 Mayor and City Council adopted Resolution No. 20203- 144 for the Strategic Initiatives, approving an annual
allocation of $2,000,000 for the Homelessness
Services Sustainability beginning FY 2026-27.

November 1, 2023 Mayor and City Council accepted $808,358.87 in Homeless Housing, Assistance, and Prevention
(HHAP) Round 3 grant funds from the County of San
Bernardino for the Navigation Center.

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Resolution No. 2024-235
Resolution 2024-235
December 4, 2024

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RESOLUTION NO. 2024-235

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA,

APPROVING ACCEPTANCE OF DONATIONS FOR THE

HOMELESS OUTREACH, PREVENTION, AND

EDUCATION (SB HOPE) CAMPUS
WHEREAS, the City of San Bernardino will establish the SB HOPE Campus to provide comprehensive services to individuals experiencing homelessness, including shelter, outreach, and educational programs; and
WHEREAS, homelessness continues to be a significant challenge for the City of San Bernardino, with insufficient shelter capacity and growing demand for resources and support for unhoused individuals; and
WHEREAS, the City of San Bernardino has declared a state of homelessness emergency, highlighting the need for immediate and sustained investment in shelter infrastructure and services; and
WHEREAS, Loma Linda University Health (LLUH) has generously pledged a donation in the amount of $70,000 and Inland Empire Health Plan (IEHP) has pledged a donation of $1.5 million to support the construction and/or operation of the SB HOPE Campus; and WHEREAS, the City recognizes the importance of these donations in enhancing the services provided at the SB HOPE Campus, expanding shelter capacity, and ensuring that individuals experiencing homelessness receive the care and support they need; and WHEREAS, the City desires to authorize the acceptance of these donations and any future contributions to the SB HOPE Campus to be used for its construction, operation, and ongoing services; and
WHEREAS, the City intends to incorporate the donated funds into its budget, creating designated accounts to ensure proper financial management, transparency, and accountability of the funds received for the SB HOPE Campus;

BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated herein by this reference.

SECTION 2. The City Council hereby approves the acceptance of donations from the following organizations for the SB HOPE Campus:
• Loma Linda University Health (LLUH) in the amount of $70,000 Packet Page. 988
Resolution No. 2024-235
Resolution 2024-235
December 4, 2024

Page 2 of 3 ends

• Inland Empire Health Plan (IEHP) in the amount of $1.5 million These donations shall be used to support the construction, operation, and ongoing services provided by the SB HOPE Campus.

SECTION 3. The City Council hereby authorizes the City Manager or designee to accept future donations on behalf of the City Council for the SB HOPE Campus. All future donations shall be used in support of the campus's operations, services, and improvements.

SECTION 4. The City Council hereby directs that the donations received from LLUH, IEHP, and Molina Healthcare, as well as any future donations, be incorporated into the City's budget. The Finance Department is instructed to establish designated accounts to track the receipt and use of these funds, ensuring they are allocated specifically for the SB HOPE Campus.

SECTION 4. The City Manager or designee is hereby authorized and directed to execute any and all necessary agreements, contracts, and other documents related to the acceptance and utilization of the donations for the SB HOPE Campus, in a form approved by the City Attorney.

SECTION 5. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable.

SECTION 6. Effective Date. This Resolution shall become effective immediately.

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 4th day of December 2024.

Helen Tran, Mayor
City of San Bernardino
Attest:

Genoveva Rocha, CMC, City Clerk
Approved as to form:

Sonia Carvalho, City Attorney
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Resolution No. 2024-235
Resolution 2024-235
December 4, 2024

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CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss

CITY OF SAN BERNARDINO )
I, Genoveva Rocha, CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2024-235, adopted at a regular meeting held on the 4th day of December 2024 by the following vote:

Council Members: AYES NAYS ABSTAIN ABSENT
SANCHEZ _____ _____ _______ _______
IBARRA _____ _____ _______ _______
FIGUEROA _____ _____ _______ _______
SHORETT _____ _____ _______ _______
REYNOSO _____ _____ _______ _______
CALVIN _____ _____ _______ _______
ALEXANDER _____ _____ _______ _______
WITNESS my hand and official seal of the City of San Bernardino this ___ day of ____________ 2024.

Genoveva Rocha, CMC, City Clerk
Packet Page. 990

FUNDING AGREEMENT

BETWEEN

INLAND EMPIRE HEALTH PLAN
AND

CITY OF SAN BERNARDINO
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FUNDING AGREEMENT
This Funding Agreement (“Agreement”) is made and entered into by and between Inland Empire Health Plan (“IEHP”), a local public entity of the State of California, and City of San Bernardino (“RECIPIENT”), a California charter city and municipal corporation, with reference to the following facts:

RECITALS
WHEREAS, RECIPIENT wishes to accept from IEHP, and IEHP wishes to extend to RECIPIENT funding specified herein to support the development of the San Bernardino City HOPE Campus (“PROJECT”); and
WHEREAS, in exchange for the funding from IEHP, RECIPIENT will provide IEHP with increased access to recuperative care and housing navigation services for the community and IEHP Members in the City of San Bernardino; and
WHEREAS, the funding from IEHP will support construction costs and related expenses associated with development of the San Bernardino City HOPE Campus.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. INCORPORATION OF RECITALS
The recitals above are true and correct and are hereby incorporated herein by this reference.

2. SERVICES
A. Description of Services. RECIPIENT shall perform all the duties and responsibilities outlined in the Scope of Work; as set forth in Attachment A, attached hereto, and incorporated herein by reference.

B. Scope of Services. RECIPIENT shall furnish labor necessary to perform in a complete, skillful and professional manner all those services described in Attachment A.

3. PERIOD OF PERFORMANCE
The term of this Agreement shall become effective as of the date of last signature (“Effective Date”), and shall continue in effect until June 30, 2026, unless terminated as specified in Section 7 (TERMINATION PROVISIONS).

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4. FUNDING
IEHP agrees to issue funds in accordance with Attachment B and incorporated herein by reference as though set forth in full. The total amount for the term of this Agreement shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000) (“Funding”). In no event shall funds exceed the Funding amount without a written amendment to this Agreement authorizing such increase.

5. INDEPENDENT CONTRACTOR
It is understood and agreed that the relationship between the parties is an independent contractor relationship. Neither party, including its officers, agents, employees or subcontractors, shall be considered to be employees of the other, nor entitled to any benefits payable to such employees, including Workers’ Compensation Benefits. None of the provisions of this Agreement shall be construed to create a relationship of agency, representation, joint venture, ownership, control or employment between the parties other than that of independent parties contracting for the purposes of effectuating this Agreement.

6. INDEMNIFICATION
RECIPIENT shall indemnify, and hold harmless IEHP, its Governing Board, directors, officers, employees, agents and representatives (individually and collectively hereinafter referred to as “Indemnitees”) from any liability, loss, settlement, claim, demand, and expense of any kind, based or asserted upon any act or omission of RECIPIENT, its employees, subcontractors and agents relating to or in any way connected with the funding of monies to RECIPIENT and/or the accomplishment of the work or performance of service under this Agreement. RECIPIENT shall defend the Indemnitees in any claim or action based upon any such alleged acts or omissions, at its sole expense, which shall include all costs and fees, including, but not limited to, attorney fees, cost of investigation, defense, and settlement or awards. The terms of this Section shall survive the termination of this Agreement.

7. INSURANCE
Throughout the term of this Agreement, RECIPIENT shall maintain, at its sole cost and expense, insurance coverage RECIPIENT deems prudent and customary in the exercise of RECIPIENT’s business operations, in amounts as may be necessary to protect RECIPIENT and their officers, agents, and employees, as applicable, in the discharge of its responsibilities and obligations under this Agreement.

8. TERMINATION PROVISIONS
In the event that RECIPIENT does not fulfill their obligations as set forth herein, the portion of funds that remain unutilized to support RECIPIENT shall be returned to IEHP.

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Additionally, IEHP may terminate this Agreement, effective immediately upon written notice, if IEHP determines that RECIPIENT has breached a material provision of this Agreement. IEHP shall give RECIPIENT written notice of the breach by mailing the written notice by IEHP to RECIPIENT via U.S. Postal Service Certified Mail, which shall constitute prima facie evidence of delivery. RECIPIENT shall have thirty (30) days after receipt of written notice of breach to cure said breach. In the event RECIPIENT fails to cure the breach, the Agreement shall be terminated, and RECIPIENT shall refund the portion of funds that remain unutilized.

9. ASSIGNMENT AND DELEGATION
RECIPIENT may not sell, assign, transfer, or otherwise convey this Agreement without the prior express written consent of IEHP. Any attempted assignment of this Agreement not in accordance with this Section shall be null and void.

10. ALTERATION AND/OR AMENDMENT
No alteration, amendment, or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto. Only the Governing Board of IEHP or designee may authorize any alteration or revision of this Agreement on behalf of IEHP. Notwithstanding the foregoing, amendments required due to legislative, regulatory or other legal authority do not require the prior approval of RECIPIENT and shall be deemed effective immediately (or such other time frame as required by law or regulation) upon RECIPIENT’s receipt of notice. Notice of amendments required by law, regulation or other legal authority may be given to RECIPIENT via regular mail at the address provided in Section 15. NOTICES.

11. NONDISCRIMINATION
This Agreement hereby incorporates by reference the provisions of Title 2, CCR, Sections 11105 et seq., as may be amended from time to time. CONTRACTOR agrees to comply with the provisions of Title 2, CCR, Sections 11105 et seq., and further agrees to include this Nondiscrimination Clause in any and all subcontracts to perform services under this Agreement.

12. CONFLICT OF INTEREST
RECIPIENT shall have no interest, and shall not acquire any interest, direct or indirect, which will unlawfully conflict in any manner or degree with the performance of services required under this Agreement.

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13. EXECUTIVE ORDER N-6-22
On March 4, 2022, California Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law.

The EO directs all California state agencies and departments to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. All contractors and grantees are obligated to comply with the Economic Sanctions. Accordingly, should the State of California (the State) or IEHP determine RECIPIENT is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Agreement. RECIPIENT shall be provided with advance written notice of such termination, allowing RECIPIENT at least thirty (30) calendar days to provide a written response. Termination shall be at the sole discretion of the State or IEHP.

14. PUBLIC WORKS PREVAILING WAGE AND CONTRACTOR REGISTRATION Certain labor categories under this Project may be subject to prevailing wages as identified in the State of California Labor Code commencing at sections 1720 et seq. and 1770 et seq. If applicable, employees working in these categories at the site must be paid not less than the basic hourly rates of pay and fringe benefits established by the California Department of Industrial Relations (“DIR”). Copies of the State of California wage schedules are available for review at www.dir.ca.gov/dlsr/. In addition, a copy of the prevailing rate of per diem wages will be made available at the City’s Public Works Department upon request. The successful General Contractor Team shall post a copy of the prevailing wage rates at each job site. It shall be mandatory upon the General Contractor Team to whom the contract is awarded, and upon any subcontractors, to comply with all Labor Code provisions, which include but are not limited to the payment of not less than the said specified prevailing wage rates to all workers employed by them in the execution of the Construction Contract, employment of apprentices, hours of labor and debarment of contractors and subcontractors.

Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the DIR. No Proposal will be accepted, nor any contract entered into without proof of the Proposer’s and subcontractors’ current registration with the DIR to perform public work. If awarded a contract, the General Contractor Team and its subcontractors, of any tier, shall maintain active registration with the DIR for the duration of the project. The contract awarded pursuant to this proposal may also be subject to compliance monitoring and enforcement by the DIR.

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15. NOTICES
Other than correspondences for which email communication is expressly reserved pursuant to the terms of this Agreement, all notices required or contemplated by this Agreement shall be delivered to the respective parties in the manner and at the addresses set forth below or to such other address(es) as the parties may hereafter designate, in writing. Such notices will be deemed given if sent by certified United States mail or commercial courier, at the time of receipt confirmed by corresponding documentation.

IEHP: RECIPIENT:

Jarrod McNaughton, MBA, FACHE City of San Bernardino
Chief Executive Officer Rochelle Clayton
IEHP Acting City Manager
10801 Sixth Street 201 North E Street
Rancho Cucamonga, CA 91730 San Bernardino, CA 92401
(909) 890-2000 (909) 384-5122
[cc to dept if necessary]

16. SEVERABILITY
In the event any provision of this Agreement is determined by any court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement will continue in full force and effect.

17. WAIVER
A waiver by a party of any breach of any one (1) or more of the terms of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same term or of any other term herein.

18. GOVERNING LAW; VENUE
A. The provisions of this Agreement shall be construed in accordance with the laws of the State of California, excluding its conflicts of law provisions.

B. The provisions of the Government Claims Act (California Government Code Sections 900 et seq.) must be followed for any disputes under this Agreement.

C. All actions and proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state or federal (if permitted by law) courts located in the counties of San Bernardino or Riverside, State of California.

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19. LIMITATION OF LIABILITY
In no event shall either Party be liable for consequential, indirect, or incidental damages, including, without limitation, lost profits, arising out of this Agreement.

20. COUNTERPARTS; SIGNATURE
This Agreement may be executed in separate counterparts, each of which shall be deemed an original, and all of which shall be deemed one and the same instrument. The parties’ faxed signatures, and/or signatures scanned into PDF format, shall be effective to bind them to this Agreement.

21. ENTIRE AGREEMENT
This Agreement, including all attachments, which are hereby incorporated in this Agreement, supersedes any and all other agreements, promises, negotiations or representations, either oral or written, between the parties with respect to the subject matter and period governed by this Agreement and no other agreement, statement or promise relating to this Agreement shall be binding or valid.

22. COMPLIANCE WITH LAW
The Parties shall observe and comply with all applicable local, state and federal laws, ordinances, rules and regulations now in effect or hereafter enacted, each of which is hereby made a part hereof and incorporated herein by reference. (SIGNATURE PAGE TO FOLLOW)
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IN WITNESS WHEREOF, the parties hereto certify that the individuals signing below have authority to execute this Funding Agreement on behalf of their respective organizations and may legally bind them to the terms and conditions of this Funding Agreement, and any attachments hereto. The parties have signed this Funding Agreement as set forth below.

RECIPIENT:

By: ________________________________
Rochelle Clayton
Acting City Manager
Date: _______________________________
Approved as to Form:

By:

Anna W. Wang
Vice President, General Counsel
Inland Empire Health Plan
Date:

INLAND EMPIRE HEALTH PLAN:

By: ________________________________
Jarrod McNaughton, MBA, FACHE
Chief Executive Officer
Date: _______________________________
By: ________________________________
Chair, IEHP Governing Board
Date: _______________________________
Attest: ______________________________
Secretary, IEHP Governing Board
Date: ______________________________
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ATTACHMENT A

SCOPE OF SERVICES
SCOPE
RECIPIENT seeks funding that will support the construction and development of San Bernardino City HOPE Campus, which is a recuperative care and housing navigation center that will assist both the community and IEHP Members in accessing necessary housing services. San Bernardino City HOPE Campus will provide interim housing and medical respite for unhoused individuals recovering from a chronic or acute health condition. Additionally, the campus will provide housing navigation, case management, and wraparound supportive services, thereby reducing potential health complications and hospital readmissions.

SUCCESS MEASURES
In exchange for the Funding described herein, RECIPIENT shall provide the following notices to IEHP:

Execution
• RECIPIENT shall submit invoice to IEHP upon execution of final Funding Agreement.

Construction
• RECIPIENT shall notify IEHP within when 30 days of construction commencement/groundbreaking. Notification shall be made in accordance with Section

15. Notices of this Agreement.

Completion
• RECIPIENT shall notify IEHP within 30 days of construction completion. Notification shall be made in accordance with Section 15. Notices of this Agreement.

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ATTACHMENT B

FUNDING SCHEDULE
IEHP will provide RECIPIENT with funding in an amount not to exceed One Million Five Hundred Thousand Dollars ($1,500,000), which shall be disbursed as follows:

Deliverable Amount Frequency
Up-front payment for planning and
materials
$1,000,000 One time cost
Due within 30 days of the
invoice submitted to IEHP
following full execution of
the Agreement.

Begin construction $250,000 One time cost
Due within 30 days of
notice to IEHP the
construction has
commenced
Complete construction $250,000 One time cost
Due within 30 days of
notice to IEHP that
construction has been
completed
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DISCUSSION
City of San Bernardino
Request for Council Action
Date: December 4, 2024
To: Honorable Mayor and City Council Members
From: Rochelle Clayton, Acting City Manager
Department: City Manager's Office
Subject: Navigation Center - Award Design Services and Purchase Agreement with Mandeville Modular for Site Design,
Modular Design, and Purchase of Modular Units and
Award Professional Services Agreement with CREDE
Construction Advisory for Development Management
Services (Ward 1)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California:

1. Approve an Agreement for Design Services and Purchase and Delivery of Goods with Mandeville Modular in the amount of $10,093,027 (which includes a 15% contingency); and

2. Authorize the Director of Finance and Management Services to issue a Purchase Order in an amount not to exceed $10,093,027 to Mandeville Modular; and

3. Approve a Professional Services Agreement with CREDE Construction Advisory in the amount of $1,091,148 for Development Management Services of the Navigation Center; and

4. Authorize the Director of Finance and Management Services to issue a Purchase Order in an amount not to exceed $1,091,148 to CREDE Construction Advisory; and

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Executive Summary
The agreements with Mandeville Modular and CREDE Construction Advisory will allow the City to officially begin development of the Navigation Center, which will be a hybrid congregate/non-congregate interim housing facility that is anticipated to be completed in November 2025. Mandeville Modular will design and manufacture the modular units, as well as produce construction documents for a general contractor to prepare the site for the delivery and installation of the modular structures. CREDE Construction Advisory will perform development management services for the project, where they will plan, coordinate, and manage all the construction and development aspects of the Navigation Center. There is no impact to the General Fund associated with the approval of the agreements as they are fully funded through ARPA. The combined total of both agreements will obligate $11,184,175 in ARPA funds out of the $16,950,000 allocation for the Navigation Center. Staff will return in December with a recommendation to reallocate the remaining ARPA funds towards another project. An agreement for a general contractor for the Navigation Center is anticipated in the spring of 2025 and will utilize the other restricted funding sources that the Mayor and City Council have previously allocated towards the project.

Background
On October 27, 2022, the City presented to the Mayor and City Council the Navigation Center project (also referred to as the SB HOPE Campus), which was to include modular non-congregate interim housing units and an administrative facility that would provide wrap-around supportive services. Across several subsequent meetings, the Mayor and City Council approved funding for the non-congregate Navigation Center from a variety of sources and incorporated its development into the Homelessness State of Emergency Implementation Plan on May 17, 2023, a few months after the City declared the Homelessness State of Emergency on February 1, 2023.

History of Council Actions for Navigation Center Funding To fund the construction and operation of the Navigation Center, the Mayor and City Council have predominantly utilized federal and state funds for the project. In total, $25,529,422 has currently been approved for construction and $6,355,241 for operations across all funding sources. Currently, staff estimates that it can secure $3,350,000 in ongoing annual funding for operating the Navigation Center from its existing approved funding sources. This includes $2,000,000 annually from the General Fund (approved as part of the Strategic Initiatives), up to an estimated $1,000,000 in annual Permanent Local Housing Allocation Program (PLHA) funds based on current projections, and up to an estimated $350,000 annually in Community Development Block Grant (CDBG) “Public Service” funding, which is capped at 15% of the City’s total annual CDBG allocation.

The specific dates and actions that the Mayor and City Council have taken regarding the funding of the Navigation Center are provided in the table on the following page.

Additionally, a matrix showing the obligation and expenditure deadlines for the funding sources associated with the construction of the Navigation Center, along with their eligible uses, is included as Attachment 3.

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Funding Commitments Approved by the Mayor and City Council Date Source Construction Operations Notes
12/7/22 ARPA $12,450,000 $4,500,000
3/15/23 HOMEARP $4,299,672 ----
6/21/23 CDBG $1,901,365 ----
The “Public Service” category
for CDBG would allow the City to
augment operations in future
years. This category is capped
at 15% of the total annual CDBG
allocation where an estimated
$350,000 could be allocated
towards operations annually.
7/19/23 PLHA ---- $4,355,241
The PLHA amount represents a
cumulative allocation spanning
2020-2023. Future annual
PLHA allocations have not yet
been determined; however, an
estimated allocation of $1 million
per year will be eligible to fund
operations.
10/4/23 General
Fund ---- $2,000,000
Annual allocation was approved
from the Strategic Initiatives that
begins starting FY 26/27.
11/1/23 HHAP-3 $808,385 ----
Homeless Housing Assistance
and Prevention Grant.
10/2/24 ARPA $4,500,000 ($4,500,000) Reallocation of ARPA funds from operations to construction.
12/4/24 Donations $1,570,000 ----
Current donations are from
Inland Empire Health Plan
(IEHP) and Loma Linda
University Hospital (LLUH). An
additional $550,000 is expected
to be received from other
organizations for a total of
$2,120,000.
$25,529,422 $6,355,241 Accumulated Funding
TOTALS
---- $3,350,000 On-Going Annual Funding*
* The on-going annual funding is not fully represented in the breakdown above but includes $2,000,000 from the General Fund; $1,000,000 from PLHA; and $350,000 from CDBG.

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Non-Congregate Design Procurement History
The City previously pursued a Design-Build procurement process for the noncongregate version of the Navigation Center. By using the Design-Build process, the City intended on streamlining procurement where it would receive “all-inclusive” proposals that incorporated all components of a major construction project into one (1) bid. In other words, each proposal would be submitted by a “team” consisting of a developer, architect, general contractor, modular manufacturer, etc., rather than each of these vendors and/or firms being procured under separate, individual bids.

On January 3, 2024, the City released a Request for Qualifications (RFQual) for Design-Build teams and received two (2) responses by the deadline of March 13, 2024.

This step is required under Chapter 12.21 of the Municipal Code for the Design-Build process, and its purpose is to create a short list of teams who possess the necessary qualifications and experience to submit proposals for the project. Both teams that responded met the qualifications and proceeded to the next round of the procurement process: a Request for Proposals (RFP). For the RFP, both teams were required to submit a conceptual design and construction plan for a non-congregate Navigation Center that did not exceed fifteen (15) million dollars. The City released the RFP on March 18, 2024, and received one (1) responsive proposal by the May 13, 2024, deadline; the other proposal was incomplete and submitted past the deadline.

The one (1) responsive proposal for the Design-Build RFP provided two (2) different construction options with vastly different costs and construction timeframes:
• Option 1 – Modular Construction
o Cost: $29 million (not including contingency)
o Construction: 12 months for project completion
• Option 2 – Permanent Stick-Built Construction
o Cost: $24 million (not including contingency)
o Construction: 18+ months for project completion
Both options exceeded the fifteen (15) million dollar not-to-exceed amount established in the RFP as well as staff’s internal nineteen (19) million-dollar budget. It is important to note that before the delay in the project and the reallocation of the $4,500,000 in ARPA funds from operations to construction, the City had approximately $21,500,000 allocated for construction, which would allow for a $19,000,000 proposal and a contingency fund. The modular construction option most closely adhered to Council’s previous direction; however, its price was substantially outside the City’s budget. It should also be emphasized that these costs only reflect construction and do not contemplate the ongoing operational costs of a non-congregate navigation center with bathrooms in every unit, which was later determined to be cost-prohibitive in the longterm for both construction options.

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Change in the Navigation Center Design and Procurement Process To produce more competitive results that would fit within the City’s established budget for both construction and ongoing operations, the City pivoted to a hybrid congregate/non-congregate design and broke up the procurement process into multiple components:
• Modular Building Manufacturer RFP
• Development Management Services RFQual
• General Contractor RFQual
Proceeding with the hybrid congregate/non-congregate design will reduce ongoing maintenance and operational costs, which will ease the burden on the City’s future operating budgets. For procurement, breaking up the process allows the City to individually select the most competitive modular manufacturer, developer, and general contractor proposals separately from one another. This contrasts with the DesignBuild process where these separate components are rolled into one bid and selected as a single package. While the Design-Build process is a more streamlined approach, it can reduce competition and limit the City’s choices since it requires the various vendors and/or firms to form “teams” and submit unified bids. This can be an obstacle for certain vendors who are not able to partner with other entities to form a DesignBuild team, preventing them from submitting proposals and adding to the competition.

The Design-Build process can be a strong, streamlined procurement method when it results in many competitive proposals; however, it can be very limiting if only a few proposals are received.

Discussion
The agreements with Mandeville Modular and CREDE Construction Advisory will allow the City to officially begin the development of the Navigation Center. The agreement with Mandeville Modular (“Mandeville Agreement”) is a combination of a Design Services Agreement and a Goods Purchase Agreement that effectively makes Mandeville Modular both the project designer, where they will design the site and layout of the Navigation Center, and the modular unit manufacturer. Mandeville Modular will also be responsible for creating construction documents for the on-site preparation work that will need to be completed by a general contractor. The professional services agreement with CREDE Construction Advisory (“CREDE Agreement”) will be for development management services where they will manage, arrange, supervise, and coordinate the planning and design of all development work associated with the project. A more detailed summary and analysis of the two agreements are provided in their respective subsections on the following pages.

The agreements associated with these awards will be funded solely by ARPA funds in the amounts of $10,093,027 for Mandeville Modular and $1,091,148 for CREDE Construction Advisory. In total, $11,184,175 in ARPA funds will be obligated for the Navigation Center by the December 31, 2024, deadline, which will leave $5,605,215 in unobligated ARPA funds after accounting for $160,610 in previous expenditures.

Staff will bring back a recommendation reallocating the remaining ARPA funds to another project at a December Council Meeting. A future award for the general Packet Page. 1007
contractor is anticipated in Spring 2025 and will utilize the other restricted funds that the Mayor and City Council have previously allocated to the project.

The table below outlines the funding sources that will be utilized for the development and construction of the Navigation Center. A matrix that provides more details is included as Attachment 3; however, it does not include all the activities and nuances associated with federal funds as they are too numerous to fully capture on a single, easy-to-read matrix (as an example, the rules and regulations for CDBG funds alone spans 193 pages in the Code of Federal Regulations).

NAVIGATION CENTER DEVELOPMENT / CONSTRUCTION FUNDING TABLE Sources: ARPA CDBG Donations* HHAP-3 HOME-ARP
Approved
Allocation: $16,950,000 $1,901,365 $1,570,000* $808,385 $4,299,672 Previous
Expenditures:

Funding
($160,610) ---- ---- ---- ----
Funding
Available: $16,789,390 $1,901,365 $1,570,000* $808,385 $4,299,672 Mandeville
Modular: $10,093,027 ---- ---- ---- ----
CREDE
Construction
Advisory:
$1,091,148 ---- ---- ---- ----
General
Contractor
(TBD):
---- TBD TBD TBD TBD
Current Agreements
Amount
Obligated: $11,184,175 TBD TBD TBD TBD
Totals
Amount
Remaining: $5,605,215 $1,901,365 $1,570,000* $808,385 $4,299,672 * An additional $550,000 has been pledged from other organizations and will be brought before Council at a future meeting for a total of $2,120,000 to be provided in donations.

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General Contractor Next Steps
For the general contractor, the City did not receive any responses to its initial request for qualifications (RFQual). As a result, staff re-released the RFQual on November 7, 2024, and is anticipating receiving responses by December 5, 2024. To help ensure that the re-release of the RFQual generates responses, the City worked with its consultant to compile a list of general contractors with modular experience and directly notified them of the RFQual’s release.

After the City receives responses for the general contractor RFQual on December 5, 2024, staff will evaluate the responses and conduct interviews to determine if they meet the required qualifications. The general contractors who are qualified will then submit bids for the project, which are anticipated to be received in March 2025. This timeline is due to the fact that the construction documents for the site preparation work need to be completed first so that they can be provided to the prospective bidders; a general contractor bidding on the project will not be able to submit an accurate bid if the true scope of work is unknown. The construction documents will be produced by Mandeville Modular approximately 45 days after completing the initial planning phase of the project (estimated at one month). Staff anticipates receiving the construction documents in February 2025.

Agreement with Mandeville Modular
The Mandeville Agreement will establish the design and layout of the Navigation Center, which also includes creating construction documents for site preparation.

Once the design and layout are approved, Mandeville Modular will produce the modular units and then deliver them to the City after all site preparation work is completed by the general contractor. The term of the agreement is through December 31, 2025, with the City anticipating a project completion date in November 2025.

The Mandeville Agreement’s not-to-exceed amount of $10,093,027 includes a project cost of $8,776,545 and a 15% contingency of $1,316,482. A 15% contingency is being incorporated rather than a 10% contingency to provide the City with additional flexibility in exploring multiple design and engineering options for the project:
• Preparing the foundation to support a future vertical expansion. This could be used to add transitional housing units as additional floors even after the initial structure is completed. This is due the steel frame construction of the modular units and their roof structures being removable. Exploring this option would add additional design and engineering costs for the foundation and it would need to be incorporated into the construction documents for the general contractor at the beginning stages of the project; however, it would provide the City with the additional flexibility to expand vertically in the future. • Expanding the number of recuperative-care beds incorporated into the design of the Navigation Center. The SB HOPE Campus will require a Recuperative Care wing to accommodate up to 70 individuals. Recuperative care provides medical respite for individuals experiencing homelessness who are discharged Packet Page. 1009
from hospitals but are still in need of recovery from an illness or a chronic / acute health condition. This will require more units to be designed with expanded accessibility considerations to accommodate wheelchairs, walkers, etc. While this may increase initial costs during the design and manufacturing phases, it will allow the City to secure additional funding in the future when operating the Navigation Center. This includes using CalAIM (“California Advancing and Innovating Medi-Cal) reimbursements to help offset operating costs. A more indepth analysis of recuperative care and CalAIM will be provided when an agreement for a lead operator and recuperative care provider is brought to Council for approval at a future meeting.

It is important to note that if the contingency fund is not fully utilized, where the project will be completed with a surplus of ARPA funds remaining, the U.S. Treasury will allow the unused funds to be transferred to another obligated ARPA-funded project that needs additional funds even after the December 31, 2024, obligation deadline; however, the expenditure deadline of December 31, 2026, remains intact.

The scope of services of the Mandeville Agreement outlines the phases, responsibilities, and deliverables for Mandeville Modular, which includes:
• Initial Planning Phase
Mandeville Modular will meet with City staff to review and confirm the design requirements of the project before drafting preliminary plans. • Schematic Plan Phase
During this phase, Mandeville Modular will prepare preliminary plans for the project, including schematic drawings, site utilization plans, and the proposed design concept of the buildings.
• Design Development Phase
Once the City approves the preliminary plans from the Schematic Plan Phase, design development documents will be prepared. These will include a site plan for the SB HOPE Campus, a floor plan for the Navigation Center, elevations, and any additional drawings or documents required for the project. • Final Working Drawings and Specifications
After the City approves the design development documents, Mandeville Modular will produce and submit final working drawings. These drawings and specifications will be used for developing a scope of work for the general contractor bids. The final working drawings and specifications will detail all project construction and manufacturing work that needs to be done, including all structural, mechanical, electrical, and utility work. • Construction Contract Documents
The final working drawings and specifications, once approved by the City, will establish the construction contract documents and will be provided to the City Packet Page. 1010
with all required local, state, and federal certifications included. • General Contractor Bid Phase
For this phase, Mandeville Modular will provide a set of reproducible construction documents that the City will include in its request for bids for a general contractor. Mandeville Modular will also be available to answer any questions during the general contractor bid process.
• Modular Manufacturing and Site Construction Phase
During this phase, Mandeville Modular will begin the manufacturing of the modular units, which will happen in parallel to the on-site construction / sitepreparation that will be performed by the general contractor. Mandeville Modular will provide the general contractor with any clarifications regarding the construction documents in order to ensure that the site is properly prepared to receive the modular units. Additionally, Mandeville Modular will work with the general contractor to ensure that any changes that are made in the field to the construction documents are appropriate and documented.
• As-Built Drawings
The as-built drawings will be provided thirty (30) days after the completion of the project and will incorporate any and all change orders, field changes, etc. to the construction documents. This will provide the City with drawings and specifications for the Navigation Center that accurately represents the project as it was built.

Mandeville Modular was selected through a formal procurement process where the City released an RFP seeking a modular company that either had an in-house architect or the ability to partner with an architect. On September 19, 2024, the City released the RFP and received one (1) responsive proposal by the October 17, 2024, deadline:

Vendor Cost of
Proposal*
Average Combined
Scoring Percent
Mandeville Modular Inc. $8,776,545* 85.8%**
* Cost of proposal does not include 15% contingency.
** The scoring for the Modular Manufacturer included two separate scoring rubrics and the Average Combined Score incorporates an average of both rubrics.

Staff conducted a formal evaluation of the proposal and held a Zoom interview with Mandeville Modular Inc. on October 23, 2024. For the formal evaluation, staff scored the proposal across multiple categories:
• The Proposer is properly licensed
• The Proposer has no conflict of interest
• Clarity and conformance of proposal to the RFP
• The content of the proposal
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• The proposer’s experience and performance
• Team members’ experience and performance
• The fee proposal being clearly outlined and aligned with the services • Comments by references
• Exceptions/deviations to RFP
• History of litigation
The formal evaluation also consisted of a second scoring criterion that focused on project approach, modular experience, and insurance and bonding capacity.

In addition to the formal evaluation and interviews, staff also conducted a site-visit of Mandeville Modular’s Palmdale facility. While at the facility, another project was underway, and City staff was allowed to inspect the quality of the modular unit, which staff determined to be of a high standard. Based on the evaluation, interview, and site-visit, the City determined that Mandeville Modular is a responsive and qualified proposer that has the capacity to deliver the project to the City’s expectations.

Agreement with CREDE Construction Advisory
The CREDE Agreement establishes CREDE Construction Advisory (“CREDE”) as the City’s development manager. The CREDE Agreement has a not-to-exceed amount of $1,091,148 for a term of twelve months. There is no contingency amount incorporated into the CREDE agreement as it is typically not added for such services; CREDE is not performing any construction. As the City’s development manager, CREDE will:
• Provide project planning, scheduling, and coordination. This includes developing a master schedule, establishing a phasing plan to maximize efficiency in the overall construction timeline, and ensuring coordination between the general contractor and modular manufacturer. • Assist in ensuring that the construction documents and schematics obtain all necessary permits, approvals, and certifications from all required agencies. • Manage labor standards and compliance as required by local, state, and federal agencies. CREDE will enforce the required State Public Works, Davis Bacon, and HUD Section 3 contract compliance programs that the project will be subject to as a result of using restricted funds.
• Provide site management and project inspections, including final inspections, to ensure that the project meets all standards.
• Conduct final audit reporting, which includes confirming that all labor and prevailing wage compliance, as well as all HUD requirements, have been met.

CREDE was selected through a formal procurement process where the City released an RFQual seeking a fee for service developer with experience in managing projects Packet Page. 1012
that utilize modular construction. On September 19, 2024, the City released the RFQual for development management services and received five (5) responsive proposals by the October 17, 2024, deadline. The proposals were awarded on a “best value” basis as opposed to “lowest bid” in order to select the firm that can provide the best development management services. The results of the RFQual are as follows:

Vendor Cost of
Proposal
Average Scoring
Percent
CREDE Construction Advisory $1,091,148 95.33%
Skanska $698,077 90.33%
Dignity Moves $902,000 78.97%
BCM Group, Inc. $1,085,837 76.21%
TAIT & Associates, Inc.

Provided hourly rates
based on employee
classification

69.31%
Staff conducted a formal evaluation of the responses and held Zoom interviews with the proposers between October 23-24, 2024. For the formal evaluation, staff scored each response across ten (10) categories, which included:
• The Proposer is properly licensed
• The Proposer has no conflict of interest
• Clarity and conformance of proposal to the RFQual.
• The content of the proposal.
• The proposer’s experience and performance.
• Team members’ experience and performance.
• The fee proposal being clearly outlined and aligned with the services. • Comments by references.
• Exceptions/deviations to RFQual
• History of litigation
For every category in the formal evaluation, CREDE either had the highest score or was tied with the highest score, ultimately making them the highest-scoring respondent overall. During the interviews, CREDE demonstrated the best understanding of the restricted funding sources and the need to strictly adhere to the labor compliance requirements associated with federal funds. CREDE also has extensive experience working with public jurisdictions that use restricted funds, including experience working locally within the County of San Bernardino where they served as the project manager for the construction of the San Bernardino Justice Center. Overall, the City determined that CREDE was the most qualified respondent for development management services and best suited to be the City’s development manager for the Navigation Center.

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2021-2025 Strategic Targets and Goals
Approving the agreements with Mandeville Modular and CREDE Construction Advisory aligns with Key Target No. 3: Improved Quality of Life.

Fiscal Impact
There is no General Fund impact associated with approving the agreements with Mandeville Modular and CREDE Construction Advisory. There are sufficient ARPA funds in the project’s approved budget to fund the agreements.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California:

1. Approve an Agreement for Design Services and Purchase and Delivery of Goods with Mandeville Modular in the amount of $10,093,027 (which includes a 15% contingency); and

2. Authorize the Director of Finance and Management Services to issue a Purchase Order in an amount not to exceed $10,093,027 to Mandeville Modular; and

3. Approve a Professional Services Agreement with CREDE Construction Advisory in the amount of $1,091,148 for Development Management Services of the Navigation Center; and

4. Authorize the Director of Finance and Management Services to issue a Purchase Order in an amount not to exceed $1,091,148 to CREDE Construction Advisory; and

5. Authorize the City Manager, or designee, to execute the Agreement for Design Services and Purchase and Delivery of Goods with Mandeville Modular and the Professional Services Agreement with CREDE Construction Advisory Attachments
Attachment 1 – Design Services and Purchase and Delivery of Goods Agreement with Mandeville Modular.

Attachment 2 – Professional Services Agreement with CREDE Construction Advisory.

Attachment 3 – Navigation Center Funding Source Matrix
Attachment 4 – RFP F-24-1019 SB Hope Campus Modular Building Manufacturer Attachment 5 – Mandeville Modular Proposal
Attachment 6 – RFQual F-24-6001 Development Management Services Attachment 7 – CREDE Construction Advisory Proposal
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Ward:

First Ward
Synopsis of Previous Council Actions:

October 27, 2022 Mayor and City Council held a workshop to address the City’s growing homelessness crisis and was presented with the Navigation Center concept.

December 7, 2022 Mayor and City Council allocated $12,450,000 in ARPA funds for the construction of the Navigation Center and $4,500,000 in ARPA funds for the operation of the
Navigation Center.

February 1, 2023 Mayor and City Council adopted Resolution No. 2023-028 declaring a Homelessness State of Emergency.

March 15, 2023 Mayor and City Council approved an allocation of $4,299,672 of HOME-ARP funds to assist with the design
and construction of the Navigation Center.

May 17, 2023 Mayor and City Council adopted Resolution No. 2023-076 adopting the Homelessness State of Emergency
Implementation Strategy.

June 21, 2023 Mayor and City Council adopted the FY 2023-24 Annual Action Plan, which included an allocation of $1,901,365 in CDBG funds for the Navigation Center.

July 19, 2023 Mayor and City Council adopted Resolution No. 2023-097, amending the City’s 2020-2023 Permanent Local Housing
Allocation (PLHA) Program funding to provide $4,355,241 towards the operating and/or capital costs of the City’s Navigation Center.

October 4, 2023 Mayor and City Council adopted Resolution No. 2023-144 for the Strategic Initiatives, approving an annual allocation of $2,000,000 for Homelessness Services Sustainability
beginning FY 2026/27.

November 1, 2023 Mayor and City Council accepted $808,358.87 in Homeless Housing, Assistance, and Prevention (HHAP) Round 3 grant funds from the County of San Bernardino for the Navigation Center.

September 4, 2024 Mayor and City Council adopted Resolution No. 2024-201 reaffirming the declaration of a Homelessness State of
Emergency.

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October 2, 2024 Mayor and City Council reallocated the $4,500,000 in ARPA funds from operations to construction for the Navigation Center.

October 24, 2024 Mayor and City Council held a Special Meeting for an update on the Navigation Center project.

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1 CITY OF SAN BERNARDINO

AGREEMENT FOR DESIGN SERVICES AND FOR PURCHASE AND DELIVERY OF GOODS

1. PARTIES AND DATE.

This Agreement is made and entered into as December 4, 2024 by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California, with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401 (“City”), and Mandeville Modular, a California Corporation with its principal place of business at 39516 30th Street East, Palmdale, California 93550 (hereinafter referred to as “Company”). City and Company are sometimes individually referred to herein as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 City. City is a municipal corporation organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose.

2.2 Company. Company desires to perform and assume responsibility for the provision of certain professional design services and manufacturing and delivery of modular buildings required by the City on the terms and conditions set forth in this Agreement. Company warrants that it is fully licensed, qualified, and willing to perform the services required by this Agreement; provided, however, that if Company is a corporation or other organization, the Project Designer designated pursuant to Section 3.2, and not the Company itself, shall be fully licensed to practice as an architect and/or engineer in the State of California.

2.3 Project. City desires to engage Company to render such services for the San Bernardino Hope Campus ("Project") as set forth in this Agreement.

3. TERMS

3.1 Employment of Company.

3.1.1 Scope of Services. Company promises and agrees to furnish to City all labor, materials, tools, equipment, goods, services, and incidental and customary work necessary to fully and adequately supply the professional design and related services necessary for the full and adequate completion of the Project consistent with the provisions of this Agreement, including the manufacturing and delivery of modular buildings (hereinafter referred to as “Services”). The Services are more particularly described throughout this Agreement, including Exhibit “A through G” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, any exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. All Services performed by Company shall be subject to the sole and discretionary approval of the City, which approval shall not be unreasonably withheld. Additionally, Company shall comply with all Federal requirements applicable to the Services as set forth in Exhibit A through G.

3.1.2 Company agrees to sell to City and City agrees to purchase the materials and/or equipment (“Goods”) as specified and per the specifications attached hereto and incorporated herein as Exhibit “A through G” Unless specifically stated otherwise, the Goods shall be new and unused and of the current production year.

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2 3.1.3 Term. The term of this Agreement shall be from December 4, 2024, to December 31, 2025, unless earlier terminated as provided herein. Company shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Project Company; Key Personnel.

3.2.1 Project Designer. Company shall name a specific individual to act as Project Designer, subject to the approval of City. Company hereby designates Heith Bibby (License No. MF1594154) to act as the Project Designer for the Project. The Project Designer shall: (1) maintain oversight of the Services; (2) have full authority to represent and act on behalf of the Company for all purposes under this Agreement; (3) supervise and direct the Services using his or her best skill and attention; (4) be responsible for the means, methods, techniques, sequences and procedures used for the Services; (5) adequately coordinate all portions of the Services; and (6) act as principal contact with City and all contractors, consultants, engineers and inspectors on the Project. Any change in the Project Designer shall be subject to the City’s prior written approval, which approval shall not be unreasonably withheld. The new Project Designer shall be of at least equal competence as the prior Project Designer. In the event that City and Company cannot agree as to the substitution of a new Project Designer, City shall be entitled to terminate this Agreement for cause.

3.2.2 Key Personnel. In addition to the Project Designer, Company has represented to the City that certain additional key personnel, engineers and consultants will perform the Services under this Agreement. Should one or more of such personnel, engineers or consultants become unavailable, Company may substitute others of at least equal competence . As discussed below, any personnel, engineers or consultants who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Company at the request of the City.

3.3 Hiring of Consultants and Personnel.

3.3.1 Right to Hire or Employ. Company shall have the option, unless City objects in writing after notice, to employ at its expense architects, engineers, experts or other consultants qualified and licensed to render services in connection with the planning and/or administration of the Project, and to delegate to them such duties as Company may delegate without relieving Company from administrative or other responsibility under this Agreement.

Company shall be responsible for the coordination and cooperation of Company’s architects, engineers, experts or other consultants.

3.3.2 Qualification and License. All architects, engineers, experts and other consultants retained by Company in performance of this Agreement shall be qualified to perform the Services assigned to them, and shall be licensed to practice in their respective professions, where required by law.

3.3.3 Standards and Insurance. All architects, engineers, experts and other consultants hired by Company shall be required to meet all of the same standards and insurance requirements set forth in this Agreement, unless other standards or requirements are approved by the City in writing. Unless changes are approved in writing by the City, Company’s agreements Packet Page. 1018
3 with its consultants shall contain a provision making them subject to all provisions stipulated in this Agreement.

3.3.4 Assignments or Staff Changes. Company shall promptly notify the City of any assignment, reassignment or replacement of such architects, engineers, experts and consultants, or of other staff changes of key personnel working on the Project.

3.3.5 Draftsman and Clerical Support. Draftsmen and clerical personnel shall be retained by Company at Company’s sole expense.

3.4 Standard of Care.

3.4.1 Standard of Care. Company shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals qualified to perform the Services in the same discipline in the State of California, and shall be responsible to City for damages sustained by the City and delays to the Project as specified in the indemnification provision of this Agreement. Without limiting the foregoing, Company shall be fully responsible to the City for any increased costs incurred by the City as a result of any such delays in the design or manufacturing of the Project. Company represents and maintains that it is skilled in the professional calling necessary to perform the Services. Company warrants and represents that all of its employees, architects, engineers, experts and other consultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Company represents that it, its employees, architects, engineers, experts and other consultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services assigned to or rendered by them and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Company shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Company’s failure to comply with the standard of care provided for herein.

3.4.2 Performance of Employees. Any employee or consultant who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee or consultant who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Company and shall not be re-employed to perform any of the Services or to work on the Project.

3.5 Laws and Regulations.

3.5.1 Knowledge and Compliance. Company shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in any manner affecting the performance of the Services or the Project, and shall give all notices required of the Company by law. Company shall be liable, pursuant to the standard of care and indemnification provisions of this Agreement, for all violations of such laws and regulations in connection with its Services. If the Company performs any work knowing it to be contrary to such laws, rules and regulations, Company shall be solely responsible for all costs arising therefrom.

Company shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

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4 3.5.2 Drawings and Specifications. Company shall cause all drawings and specifications to conform to any applicable requirements of federal, state and local laws, rules and regulations in effect as of the time the drawings and specifications are prepared or revised during the latest phase of the Services described in Exhibits A through G attached hereto. Any significant revisions made necessary by changes in such laws, rules and regulations after this time may be compensated as Additional Services which were not known or reasonably should not have been known by Company. Company shall cause the necessary copies of such drawings and specifications to be filed with any governmental bodies with approval jurisdiction over the Project, in accordance with the Services described in Exhibits A through G attached hereto. For the preparation of all such drawings and specifications, the Company shall use Computer Aided Design Drafting (“CADD”) (e.g., AutoCAD) or other technology acceptable to the Company and City.

3.5.3 Americans with Disabilities Act. Company will use its best professional efforts to interpret all applicable federal, state and local laws, rules and regulations with respect to access, including those of the California Building Code, the Americans with Disabilities Act (“ADA”), and Section 504 of the Rehabilitation Act of 1973. Company shall inform City of the existence of inconsistencies of which it is aware or reasonably should be aware between federal and state accessibility laws, rules and regulations, as well as any other issues which are subject to conflicting interpretations of the law, and shall provide the City with its interpretation of such inconsistencies and conflicting interpretations. Unless Company brings such inconsistencies and conflicting interpretations to the attention of the City and requests City’s direction on how to proceed, the Company’s interpretation of such inconsistencies and conflicting interpretations shall be the sole responsibility and liability of Company, and the Company shall correct all plans, specifications and other documents prepared for the Project at no additional cost if its interpretations are shown to be incorrect. In the event that the Company request’s City’s direction on how to proceed with respect to any inconsistent and/or conflicting interpretation, the Company shall be responsible to the City only pursuant to the indemnification provisions of this Agreement.

3.5.4 Permits, Approvals and Authorizations. Company shall provide City with a list of all permits, approvals or other authorizations required for the Project from all federal, state or local governmental bodies with approval jurisdiction over the Project. Company shall then assist the City in obtaining all such permits, approvals and other authorizations. The costs of such permits, approvals and other authorizations shall be paid by the City.

3.5.5 Water Quality Management and Compliance.
(a) Compliance with Water Quality Laws, Ordinances and Regulations.

Company shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); and any and all regulations, policies, or permits issued pursuant to any such authority. Company shall additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.
(b) Standard of Care. Company warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them Packet Page. 1020
5 without impacting water quality in violation of the laws, regulations and policies described in Sections 3.5.5(a) of this Agreement. Company further warrants that it, its employees and subcontractors will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.
(c) Liability for Non-compliance.
(i) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Sections 3.5.5(a) of this Agreement is a violation of federal and state law.

Notwithstanding any other indemnity contained in this Agreement, Company agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
(ii) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Company’s failure to comply with any applicable water quality law, regulation, or policy. Company hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity.
(iii) Damages: City may seek damages from Company for delay in completing the Services caused by Company’s failure to comply with the laws, regulations and policies described in Section 3.5.5(a) of this Agreement, or any other relevant water quality law, regulation, or policy.

3.5.6 Air Quality.
(a) Compliance with Air Quality Laws, Ordinances, and Regulations.

Company must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Company shall specifically be aware of the CARB limits and requirements’ application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Company shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Company, its subcontractors, or others for whom Company is responsible under its indemnity obligations provided for in this Agreement.

3.6 Independent Contractor.

3.6.1 Control and Payment of Subordinates. City retains Company on an independent contractor basis and Company is not an employee of City. Company is not an employee for state tax, federal tax or any other purpose, and is not entitled to the rights or benefits afforded to City’s employees. Any additional personnel performing the Services under this Agreement on behalf of Company shall also not be employees of City, and shall at all times be under Company’s exclusive direction and control. Company shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Packet Page. 1021
6 Agreement and as required by law. Company shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.7 Schedule of Services.

3.7.1 Company Services. Company shall fully and adequately complete the Services described in this Agreement and in Exhibits A through G attached hereto and incorporated herein by reference.

3.7.2 Timely Performance Standard. Company shall perform all Services hereunder as expeditiously as is consistent with professional skill and care, as well as the orderly progress of the Project work so as not to be the cause, in whole or in part, of delays in the completion of the Project or in the achievement of any Project milestones, as provided herein.

Specifically, Company shall perform its Services so as to allow for the full and adequate completion of the Project within the time required by the City and within any completion schedules adopted for the Project. Company agrees to coordinate with City’s staff, contractors and consultants in the performance of the Services, and shall be available to City’s staff, contractors and consultants at all reasonable times.

3.7.3 Performance Schedule. Company shall prepare an estimated time schedule for the performance of Company’s Services, to be adjusted as the Project proceeds.

Such schedule shall be subject to the City’s review and approval, which approval shall not be unreasonably withheld, and shall include allowances for periods of time required for City’s review and approval of submissions, and for approvals of authorities having jurisdiction over Project approval and funding. If City and Company cannot mutually agree on a performance schedule, City shall have the authority to immediately terminate this Agreement. The schedule shall not be exceeded by Company without the prior written approval of City. If the Company’s Services are not completed within the time provided by the agreed upon performance schedule, or any milestones established therein, it is understood, acknowledged and agreed that the City will suffer damage for which the Company will be responsible pursuant to the indemnification provision of this Agreement.

3.7.4 Excusable Delays. Any delays in Company’s work caused by the following shall be added to the time for completion of any obligations of Company: (1) the actions of City or its employees; (2) the actions of those in direct contractual relationship with City; (3) the actions of any governmental agency having jurisdiction over the Project; (4) the actions of any parties not within the reasonable control of the Company; and (5) Force Majeure Event. Neither the City nor the Company shall be liable for damages, liquidated or otherwise, to the other on account of such delays. Such a non-compensable adjustment shall be Company’s sole and exclusive remedy for such delays and the Company will not receive an adjustment to the contract price or any other compensation. A Force Majeure Event shall mean an event that materially affects a party’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the work); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action occurring at the project site and the effects thereof on the work, only to the extent such strikes and other organized labor action are beyond the control of Company and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of Packet Page. 1022
7 replacement workers. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority.

3.7.5 Request for Excusable Delay Credit. The Company shall, within fifteen (15) calendar days of the beginning of any excusable delay, notify the City in writing of the causes of delay (unless City grants in writing a further period of time to file such notice prior to the date of final payment under the Agreement). City will then ascertain the facts and the extent of the delay, and grant an extension of time for completing the Services when, in its sole judgment, the findings of fact justify such an extension. The City’s findings of fact thereon shall be final and conclusive on the parties. Extensions of time shall apply only to that portion of the Services affected by the delay and shall not apply to other portions of the Services not so affected. The sole remedy of Company for extensions of time shall be an extension of the performance time at no cost to the City. If Additional Services are required as a result of an excusable delay, the parties shall mutually agree thereto pursuant to the Additional Services provision of this Agreement. Should Company make an application for an extension of time, Company shall submit evidence that the insurance policies required by this Agreement remain in effect during the requested additional period of time.

3.7.6 Conformance to Applicable Requirements. All work prepared by Company shall be subject to the approval of City.

3.7.7 Acceptance. The Goods shall be delivered to a location designated by the City and shall be F.O.B. the City’s destination. Company shall be responsible for arranging transportation of the Goods and for any damages to the Goods during transport. The Goods shall be received subject to City’s inspection and right of rejection. The Goods shall not be considered accepted until inspection, testing and/or use of the Goods is found to be in accordance with the City’s specifications. Final inspection of the Goods shall be at the location specified herein, unless otherwise agreed in writing. If the Goods are found at any time to be defective in material or workmanship, or otherwise not in conformance with specifications, City shall have the right, in addition to any other rights which it may have under warranties or otherwise, to reject such Goods in whole or in part. Rejected Goods shall be held at Company’s risk for a reasonable time thereafter and shall be returned or disposed of at Company’s expense. No rejected Goods shall be replaced by Company without written instruction or authorization from City.

3.7.8 Coordination of Services. Company agrees to work closely with City staff in the performance of Services and the delivery of Goods and shall be available to City’s staff, consultants, and other staff at all reasonable times.

3.8 Additional Company Services.

3.8.1 Request for Services. At City’s request, Company may be asked to perform services not otherwise included in this Agreement, not included within the basic services listed in Exhibits “A through G” attached hereto, and/or not customarily furnished in accordance with generally accepted design practice.

3.8.2 Definition. As used herein, “Additional Services” mean: (1) any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary for the Company to perform at the execution of this Agreement; or (2) any work listed as Additional Services in Exhibits “A through G” attached hereto. Company shall not perform, nor be compensated for, Additional Services Packet Page. 1023
8 without prior written authorization from City and without an agreement between the City and Company as to the compensation to be paid for such services. City shall pay Company for any approved Additional Services, pursuant to the compensation provisions herein, so long as such services are not made necessary through the fault of Company pursuant to the indemnification provision of this Agreement.

3.8.3 Examples of Additional Services. Such Additional Services shall not include any redesign or revisions to drawings, specifications or other documents when such revisions are necessary in order to bring such documents into compliance with applicable laws, rules, regulations or codes of which Company was aware or should have been aware pursuant to the laws and regulations provision of this Agreement above. Such Additional Services may include, but shall not be limited to:
(a) Separately Bid Portions of Project. Plan preparation and/or administration of work on portions of the Project separately bid. (b) Furniture and Interior Design. Assistance to City, if requested, for the selection of moveable furniture, equipment or articles which are not included in the Construction Documents.
(c) Fault of Company. Services caused by delinquency, default or insolvency of Company, or by major defects in the work of the Company, provided that any such services made necessary by the failure of Company to detect and report such matters when it reasonably should have done so shall not be compensated. (d) Inconsistent Approvals or Instructions. Revisions in drawings, specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given and are due to causes beyond the control of Company. (e) Legal Proceedings. Serving as an expert witness on City's behalf or attending legal proceedings to which the Company is not a party. (f) Damage Repair. Supervision of repair of damages to any Goods. (g) Extra Environmental Services. Additional work required for environmental conditions not already contemplated within the Company's services for the Project.

3.9 City Responsibilities. City’s responsibilities shall include the following:

3.9.1 Data and Information. City shall make available to Company all necessary data and information concerning the purpose and requirements of the Project, including scheduling and budget limitations, objectives, constraints and criteria.

3.9.2 Project Survey. If required pursuant to the scope of the Project and if requested by Company, City shall furnish Company with, or direct Company to procure at City’s expense, a survey of the Project site prepared by a registered surveyor or civil engineer, any other record documents which shall indicate existing structures, land features, improvements, sewer, water, gas, electrical and utility lines, topographical information and boundary dimensions of the site, and any other such pertinent information.

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9 3.9.3 Bid Phase. Provide the City with Construction Documents to distribute to bidders and be available during the bid process to answer any questions.

3.9.4 Testing. Retain consultant(s) to conduct chemical, mechanical, soils, geological or other tests required for proper design of the Project, and furnish such surveys, borings, test pits, and other tests as may be necessary to reveal conditions of the site which must be known to determine soil condition or to ensure the proper development of the required drawings and specifications.

3.9.5 Required Inspections and Tests. Retain consultant(s) to conduct materials testing and inspection or environmental/hazardous materials testing and inspection pursuant to any applicable laws, rules or regulations.

3.9.6 Fees of Reviewing or Licensing Agencies. Directly pay or reimburse the payment of all fees required by any reviewing or licensing agency, or other agency having approval jurisdiction over the Project.

3.9.7 City’s Representative. The City hereby designates the Director of Public Works, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Representative hereby designates City Engineer, or his or her designee, as the City’s contact for the implementation of the Services hereunder. Company shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.9.8 Review and Approved Documents. Review all documents submitted by Company, including change orders and other matters requiring approval by the City Council or other officials. City shall advise Company of decisions pertaining to such documents within a reasonable time after submission, so as not to cause unreasonable delay as provided in the excusable delay provisions of this Agreement above.

3.10 Compensation.

3.10.1 Company’s Compensation for Basic Services. City shall pay to Company, for the performance of all Services rendered under this Agreement, the total not to exceed amount of Ten Million, Ninety-Three Thousand, and Twenty Seven Dollars ($10,093,027.00) (“Total Compensation”). This Total Compensation amount shall be based upon, and may be adjusted according to, the fee schedule and related terms and conditions attached hereto as Exhibit “B through D” and incorporated herein by reference. The Total Compensation, as may be adjusted upon mutual agreement, shall constitute complete and adequate payment for Services under this Agreement.

3.10.2 Payment for Additional Services. At any time during the term of this Agreement, City may request that Company perform Additional Services. As used herein, Additional Services means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Any additional work in excess of this amount must be approved by the City. If authorized, such Additional Services will be compensated at the rates and in the manner set forth in Exhibit “C” attached hereto and incorporated herein by reference, unless a flat rate or some other form of compensation is mutually agreed upon by the parties. If City requires Company to hire consultants to perform any Additional Services, Company shall be Packet Page. 1025
10 compensated therefore at the rates and in the manner set forth in Exhibit “C” attached hereto and incorporated herein by reference, unless a flat rate or some other form of compensation is mutually agreed upon by the parties. City shall have the authority to review and approve the rates of any such consultants. In addition, Company shall be reimbursed for any expenses incurred by such consultants pursuant to the terms and conditions of Section 3.10.3.

3.10.3 Reimbursable Expenses. Reimbursable expenses are in addition to compensation for the Services and Additional Services. Company shall not be reimbursed for any expenses unless authorized in writing by City .

3.10.4 Payment to Company. Company’s compensation and reimbursable expenses shall be paid by City to Company no more often than monthly. Such periodic payments shall be made based upon the percentage of work completed, and in accordance with the phasing and funding schedule provided in Exhibit “B” and the compensation rates indicated in Exhibits “B through D” attached hereto and incorporated herein by reference. In order to receive payment, Company shall present to City an itemized statement which indicates Services performed, percentage of Services completed, method for computing the amount payable, and the amount to be paid at the address listed in Section 3.29. The statement shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement, as well as those expenses for which reimbursement is requested for that statement period. The amount paid to Company shall never exceed the percentage amounts authorized by the phasing and funding schedule located in Exhibit “B” attached hereto. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon pursuant to the provisions of Civil Code Section 3320. Disputed amounts shall be resolved by the parties in a mutually agreeable manner.

Payments made for Additional Services shall be made in installments, not more often than monthly, proportionate to the degree of completion of such services or in such other manner as the parties shall specify when such services are agreed upon, and in accordance with any authorized fee or rate schedule. In order to receive payment, Company shall present to City an itemized statement which indicates the Additional Services performed, percentage of Additional Services completed, method for computing the amount payable, and the amount to be paid. The statement shall describe the amount of Additional Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon pursuant to the provisions of Civil Code Section 3320. Disputed amounts shall be resolved by the parties in a mutually agreeable manner.

Upon cancellation or termination of this Agreement, Company shall be compensated as set forth in the termination provision herein.

3.10.5 Withholding Payment to Company. The City may withhold payment, in whole or in part, to the extent reasonably necessary to protect the City from claims, demands, causes of action, costs, expenses, liabilities, losses, damages, or injuries of any kind to the extent arising out of or caused by the negligence, recklessness, or willful misconduct protected under the indemnification provisions of this Agreement. Failure by City to deduct any sums from a progress payment shall not constitute a waiver of the City’s right to such sums. The City may keep any moneys which would otherwise be payable at any time hereunder and apply the same, or so much as may be necessary therefor, to the payment of any expenses, losses, or damages as determined by the City, incurred by the City for which Company is liable under the Agreement or state law. Payments to the Company for compensation and reimbursable expenses due shall Packet Page. 1026
11 not be contingent on the completion or ultimate success of the Project. Payment to the Company shall not be withheld, postponed, or made contingent upon receipt by the City of offsetting reimbursement or credit from parties not within the Company’s reasonable control.

3.10.6 Prevailing Wages. Company is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Company agrees to fully comply with and to require its consultants to fully comply with such Prevailing Wage Laws. City shall provide Company with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement.

Company shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Company’s principal place of business and at the Project site.

Company shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure of the Company or its consultants to comply with the Prevailing Wage Laws. It shall be mandatory upon the Company and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.10.7 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Company and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Company shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

3.10.8 Labor Compliance. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Company’s sole responsibility to comply with all applicable registration and labor compliance requirements.

Any stop orders issued by the Department of Industrial Relations against Company or any subcontractor that affect Company’s performance of Services, including any delay, shall be Company’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Company caused delay and shall not be compensable by the City. Company shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Company or any subcontractor.

3.11 Notice to Proceed.

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12 Company shall not proceed with performance of any Services under this Agreement unless and until the City provides a written notice to proceed.

3.12 Termination, Suspension and Abandonment.

3.12.1 Grounds for Termination; Company’s Termination for Cause. City hereby reserves the right to suspend or abandon, at any time and for any reason, all or any portion of the Project and the construction work thereon, or to terminate this Agreement at any time with or without cause. Company shall be provided with at least seven (7) days advanced written notice of such suspension, abandonment or termination. In the event of such suspension, abandonment or termination, Company shall be paid for Services and reimbursable expenses rendered up to the date of such suspension, abandonment or termination, pursuant to the schedule of payments provided for in this Agreement, less any claims against or damages suffered by City as a result of the default, if any, by Company. Company hereby expressly waives any and all claims for damages or compensation arising under this Agreement, except as set forth herein, in the event of such suspension, abandonment or termination. Company may terminate this Agreement for substantial breach of performance by the City such as failure to make payment to Company as provided in this Agreement.

3.12.2 City’s Suspension of Work. If Company’s Services are suspended by City, City may require Company to resume such Services within ninety (90) days after written notice from City. When the Project is resumed, the Total Compensation and schedule of Services shall be equitably adjusted upon mutual agreement of the City and Company.

3.12.3 Goods, Documents, and Other Data. Upon suspension, abandonment or termination, Company shall provide to City all Goods, preliminary studies, sketches, working drawings, specifications, computations, and all other Project Documents, as defined below, to which City would have been entitled at the completion of Company’s Services under this Agreement. Upon payment of the amount required to be paid to Company pursuant to the termination provisions of this Agreement, City shall have the rights, as provided in this Agreement hereinafter, to use such Goods and Project Documents prepared by or on behalf of Company under this Agreement. Company shall make such Goods and documents available to City upon request and without additional compensation other than as may be approved as a reimbursable expense.

3.12.4 Employment of other Companies. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.13 Ownership and Use of Documents; Confidentiality.

3.13.1 Ownership. All plans, specifications, original or reproducible transparencies of working drawings and master plans, preliminary sketches, design presentation drawings, structural computations, estimates and any other documents prepared pursuant to this Agreement, including, but not limited to, any other works of authorship fixed in any tangible medium of expression such as writings, physical drawings and data magnetically or otherwise recorded on computer diskettes (hereinafter referred to as the “Project Documents”) shall be and remain the property of City. Although the official copyright in all Project Documents shall remain with the Company or other applicable subcontractors or consultants, the Project Documents shall be the property of City whether or not the work for which they were made is executed or completed. Within thirty (30) calendar days following completion of the Project, Company shall Packet Page. 1028
13 provide to City copies of all Project Documents required by City. In addition, Company shall retain copies of all Project Documents on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of reasonable duplication costs. Before destroying the Project Documents following this retention period, Company shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.13.2 Right to Use. Company grants to City the right to use and reuse all or part of the Project Documents, at City’s sole discretion and with no additional compensation to Company, for the following purposes:
(a) The construction of all or part of this Project.
(b) The repair, renovation, modernization, replacement, reconstruction or expansion of this Project at any time;
(c) The construction of another project by or on behalf of the City for its ownership and use;
City is not bound by this Agreement to employ the services of Company in the event such documents are used or reused for these purposes. City shall be able to use or reuse the Project Documents for these purposes without risk of liability to the Company or third parties with respect to the condition of the Project Documents, and the use or reuse of the Project Documents for these purposes shall not be construed or interpreted to waive or limit City’s right to recover for latent defects or for errors or omissions of the Company.

Any use or reuse by City of the Project Documents on any project other than this Project without employing the services of Company shall be at City’s own risk with respect to third parties.

If City uses or reuses the Project Documents on any project other than this Project, it shall remove the Company’s seal from the Project Documents and hold harmless Company and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Project Documents on such other project.

3.13.3 License. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify or reuse any and all Project Documents and any intellectual property rights therein. Company shall require any and all subcontractors and consultants to agree in writing that City is granted a non-exclusive and perpetual license for the work of such subcontractors or consultants performed pursuant to this Agreement.

3.13.4 Right to License. Company represents and warrants that Company has the legal right to license any and all copyrights, designs and other intellectual property embodied in the Project Documents that Company prepares or causes to be prepared pursuant to this Agreement. Company shall indemnify and hold City harmless pursuant to the indemnification provisions of this Agreement for any breach of this Section. Company makes no such representation and warranty in regard to previously prepared designs, plans, specifications, studies, drawings, estimates or other documents that were prepared by design professionals other than Company and provided to Company by City.

3.13.5 Confidentiality. All Project Documents, either created by or provided to Company in connection with the performance of this Agreement, shall be held confidential by Company to the extent they are not subject to disclosure pursuant to the Public Records Act. All Packet Page. 1029
14 Project Documents shall not, without the written consent of City, be used or reproduced by Company for any purposes other than the performance of the Services. Company shall not disclose, cause or facilitate the disclosure of the Project Documents to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Company which is otherwise known to Company or is generally known, or has become known, to the related industry shall be deemed confidential. Company shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the written consent of City.

3.14 Indemnification.

3.14.1 To the fullest extent permitted by law, Company shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Company, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Company’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Company's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Company, the City, its officials, officers, employees, agents, or volunteers.

3.14.2 If Company’s obligation to defend, indemnify, and/or hold harmless arises out of Company’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Company’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Company, and, upon Company obtaining a final adjudication by a court of competent jurisdiction, Company’s liability for such claim, including the cost to defend, shall not exceed the Company’s proportionate percentage of fault.

3.15 Insurance. Company shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Company shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

3.15.1 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, Company shall, at its expense, procure and maintain in full force and effect for the duration of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Company agrees to amend, supplement or endorse the policies to do so.

3.15.2 Additional Insured. The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Company’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.

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15 3.15.3 Commercial General Liability
(a) The Company shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (b) Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Consultants Coverage
(c) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(d) The policy shall give City, the City Council and each member of the City Council, its officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(e) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.

3.15.4 Automobile Liability
(a) At all times during the performance of the work under this Agreement, the Company shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.

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16 (b) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(c) The policy shall give City, the City Council and each member of the City Council, its officers, employees, agents and City designated volunteers additional insured status.
(d) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.

3.15.5 Workers’ Compensation/Employer’s Liability
(a) Company certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(b) To the extent Company has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Company shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein.

Company shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this Section.

3.15.6 Professional Liability (Errors and Omissions)
(a) If Company is also the manufacturer of any equipment included in the Goods, or the Goods themselves, Company shall carry Product Liability and/or Errors and Omissions Insurance which covers said equipment and Goods with limits of not less than $1,000,000.
(b) At all times during the performance of the work under this Agreement the Company shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Company. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.

3.15.7 Privacy/Network Security (Cyber
(a) At all times during the performance of work under this Agreement, the Company shall maintain privacy/network security insurance, in a form and with insurance Packet Page. 1032
17 companies acceptable to the City, for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and (4) the introduction, implantation or spread of malicious software code.

3.15.8 Minimum Policy Limits Required
(a) The following insurance limits are required for the Agreement:

3.15.9 Evidence Required
(a) Prior to execution of the Agreement, the Company shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.

3.15.10 Policy Provisions Required
(a) Company shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Company shall provide at least ten (10) days prior written notice of cancellation of any such policy due to nonpayment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Company shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.

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18 (b) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Company’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(c) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Company shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Company shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(d) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Company or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Company hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (e) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

Further the limits set forth herein shall not be construed to relieve the Company from liability in excess of such coverage, nor shall it limit the Company’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.

3.15.11 Qualifying Insurers
(a) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.15.12 Additional Insurance Provisions
(a) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Company, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Company pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(b) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Company or City will withhold amounts sufficient to pay premium from Company payments. In the alternative, City may cancel this Agreement.

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19 (c) The City may require the Company to provide complete copies of all insurance policies in effect for the duration of the Project. (d) At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Company shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Company or the City may withhold amounts sufficient to pay premium from Company payments. In the alternative, the City may suspend or terminate this Agreement.
(e) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.

3.15.13 Subconsultant Insurance Requirements
(a) Company shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Company, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

3.16 Records.

Company shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Company shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Company shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of five (5) years from the date of final payment under this Agreement.

3.17 Standardized Manufactured Items.

Company shall cooperate and consult with City in the use and selection of manufactured items on the Project, including but not limited to, paint, hardware, plumbing, mechanical and electrical equipment, fixtures, roofing materials and floor coverings. All such manufactured items shall be standardized to City’s criteria to the extent such criteria do not interfere with building design.

3.18 Limitation of Agreement.

This Agreement is limited to and includes only the work included in the Project described herein. Any additional or subsequent construction at the site of the Project, or at any other City Packet Page. 1035
20 site, will be covered by, and be the subject of, a separate Agreement for design services between City and the Company chosen therefor by City.

3.19 Mediation.

Disputes arising from this Agreement may be submitted to mediation if mutually agreeable to the parties hereto. The type and process of mediation to be utilized shall be subject to the mutual agreement of the parties.

3.20 Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Company shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

3.21 Asbestos Certification.

Company shall certify to City, in writing and under penalty of perjury, that to the best of its knowledge, information and belief no asbestos-containing material or other material deemed to be hazardous by the state or federal government was specified as a building material in any construction document that the Company prepares for the Project. Company shall require all consultants who prepare any other documents for the Project to submit the same written certification. Company shall also assist the City in ensuring that contractors provide City with certification, in writing and under penalty of perjury, that to the best of their knowledge, information and belief no material furnished, installed or incorporated into the Project contains asbestos or any other material deemed to be hazardous by the state or federal government. These certifications shall be part of the final Project submittal. Company shall include statements in its specifications that materials containing asbestos or any other material deemed to be hazardous by the state or federal government are not to be included.

3.22 No Third Party Rights.

This Agreement shall not create any rights in, or inure to the benefits of, any third party except as expressly provided herein.

3.23 Governing Law.

This Agreement shall be construed in accordance with, and governed by, the laws of the State of California. Venue shall be in San Bernardino County.

3.24 Exhibits and Recitals.

All exhibits and recitals contained herein and attached hereto are material parts of this Agreement and are incorporated as if fully set forth.

3.25 Severability.

Should any provision in the Agreement be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect.

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21 3.26 Non-Waiver.

None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing.

3.27 Safety.

Company shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Company shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of its employees, consultant and subcontractors appropriate to the nature of the work and the conditions under which the work is to be performed.

3.28 Harassment Policy.

Company shall provide a copy of the City's Harassment Policy to each of its employees assigned to perform the tasks under this Agreement. Company shall submit to the City's Personnel Manager a statement signed by each of its employees who are assigned to perform the Services under this Agreement certifying receipt of City's Harassment Policy and certifying that they have read the Harassment Policy. A finding by the City that any of Company's employees has harassed a City employee shall be grounds for appropriate discipline, up to and including such employee's removal from performance of this Agreement at City's request.

3.29 Delivery of Notices.

All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

CITY:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, California 92401
Attn: City Manager
With a Copy to:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
COMPANY:

Mr. Heith Bibby, Founder
Mandeville Modular, Inc.
39516 30th Street East
Palmdale, CA 93550
(562) 661-9149
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party Packet Page. 1037
22 at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.30 Time of Essence.

Time is of the essence for each and every provision of this Agreement.

3.31 City’s Right to Employ Other Consultants.

City reserves right to employ other consultants in connection with this Project or other projects.

3.32 Prohibited Interests.

3.32.1 Solicitation. Company maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Company, to solicit or secure this Agreement. Further, Company warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Company, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability.

3.32.2 Conflict of Interest. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.33 Warranty of Goods. In addition to all warranties which may be provided by law, Company warrants that the Goods delivered hereunder shall, (a) be free from defect of material or workmanship and conform strictly to the specifications, drawings, or sample specified or furnished; (b) conform to drawings, plans, specifications, samples or other descriptions furnished, specified, accepted or approved by City; and (c) be merchantable and fit for the purposes intended. The warranty shall be for a period of one (1) year, or such longer period as provided by a manufacturer’s warranty or as agreed to by Company and City, from the date of final written acceptance of the Goods by City. This warranty shall survive any inspection, delivery, acceptance, or payment by City of the Goods. Company, at its own expense, shall repair or replace, at the option of City, any defective Goods within a mutually agreed upon schedule between the City and Company. Company also warrants that the Goods are free and clear of all liens and encumbrances whatsoever, that Company is conveying good and marketable title to same, and that Company owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Goods. Company agrees to indemnify, defend and hold City harmless against any and all third party claims resulting from the breach or inaccuracy of any of the foregoing warranties.

3.34 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Company may be required to do, or respecting the size of any payment to Company during the performance of this Agreement, Company shall continue to perform the Work while said dispute is decided by the City. If Company disputes the City’s decision, Company shall have such remedies as may be provided by law.

3.35 Laws and Regulations; Employee/Labor Certifications. Company shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations Packet Page. 1038
23 in any manner affecting its performance under this Agreement, including all Cal/OSHA requirements, and shall give all notices required by law. Company shall be liable for all violations of such laws and regulations in connection with this Agreement. If the Company performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Company shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours’ labor shall constitute a legal day’s work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Company shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.35.1 Employment Eligibility; Company. By executing this Agreement, Company verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Company.

Company also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Company shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Company shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Company’s compliance with the requirements provided for in Section 3.36 or any of its subsections.

3.35.2 Employment Eligibility; Subcontractors and Consultants. To the same extent and under the same conditions as Company, Company shall require all of its subcontractors, and consultants performing any work relating to this Agreement to make the same verifications and comply with all requirements and restrictions provided for herein.

3.35.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Company verifies that they are a duly authorized officer of Company, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Company or its subcontractors, or consultants to meet any of the requirements provided for in Sections 3.35.1 or 3.35.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Company under Section 3.35.2); or (3) failure to immediately remove from this contract any person found not to be in compliance with such requirements.

3.35.4 Labor Certification. By its signature hereunder, Company certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every Packet Page. 1039
24 employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.35.5 Equal Opportunity Employment. Company represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Company shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.36 Safety. Company shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its services, the Company shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.37 Subcontracting.

As specified in this Agreement, Company shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to each and every provision of this Agreement.

3.38 Supplemental Conditions.

Any supplemental conditions shall be attached as an exhibit to this Agreement, and that exhibit shall be incorporated herein by reference.

3.39 Electronic Signature.

Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

3.40 Compliance with Various Funding Sources. Since this Project is funded by various funding sources, Company shall also fully and adequately comply with the provisions associated with the various funding sources included in Exhibit “E” attached hereto and incorporated herein by reference (“Funding Sources Requirements”), which are repetitive of the requirements contained at Exhibits C and E of the Request for Proposals for this Project. With respect to any conflict between federal requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.

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25 3.41 Entire Agreement.

This Agreement, with its exhibits, contains the entire agreement of the parties hereto, and supersedes any and all other prior or contemporaneous negotiations, understandings and oral or written agreements between the parties hereto. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. Furthermore, any modification of this Agreement shall only be effective if in writing signed by all parties hereto. [SIGNATURES ON FOLLOWING PAGE]
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26 SIGNATURE PAGE FOR AGREEMENT FOR DESIGN SERVICES AND FOR PURCHASE

AND DELIVERY OF GOODS

BETWEEN THE CITY OF SAN BERNARDINO
AND MANDEVILLE MODULAR, INC.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

CITY OF SAN BERNARDINO
APPROVED BY:

Rochelle Clayton
Acting City Manager
ATTESTED BY:

Genoveva Rocha
City Clerk
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney
Mandeville Modular, Inc.

Signature
Heith Bibby
Name
Founder
Title
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Exhibit A-1

EXHIBIT A
COMPANY’S SCOPE OF SERVICES

1. GENERAL REQUIREMENTS.

1.1 Basic Services. Company agrees to perform all the necessary professional design and engineering (e.g. mechanical, electrical, plumbing, structural, site engineering, and any other necessary engineering services mutually agreeable to the parties) for the Project in a timely and professional manner, consistent with the standards of the profession, including those provided for herein.

1.2 Exclusions from Basic Services. The following services shall be excluded from the basic services listed above: soils engineering, geotechnical services, hazardous waste, or toxic substances engineering.

1.3 Additional Services. Company shall perform the following Additional Services for the Project: N/A

1.4 Communication with City. Company shall participate in consultations and conferences with authorized representatives of City and/or other local, regional, or state agencies concerned with the Project, which may be necessary for the completion of the Project or the development of the drawings, specifications, and documents in accordance with the applicable standards and requirements of law and the City. Such consultations and conferences shall continue throughout the duration of the Project and the Company’s warranty period. Company shall take direction only from the City’s Representative, or any other representative specifically designated by the City for this Project, including any project manager hired by the City.

1.5 Coordination and Cooperation with Project Manager and/or General Contractor. The City may hire a project manager to administer and coordinate all or any part of the Project on its behalf. If the City does so, it shall provide a copy of its agreement with the project manager so that the Company will be fully aware of the duties and responsibilities of the project manager. The Company shall cooperate with the project manager and respond to any requests or directives authorized by the City to be made or given by the project manager. The Company shall request clarification from the City in writing if the Company should have any questions regarding the authority of the project manager.

2. INITIAL PLANNING PHASE.

During the initial planning phase of the Project, Company shall do all of the following, as well as any incidental services thereto:

2.1 Meeting Project Cost and Goals. Company shall notify City in writing of potential complications, cost overruns, unusual conditions, and general needs that potentially impact the Project cost and time line. It shall be the duty of the Company to design the Project within the established Project cost.

2.2 Permits, Approvals and Authorizations. As indicated in Section 3.5.4 of the Agreement, Company shall assist City in securing permits, approvals, and authorizations, as well as coordinating with utilities.

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Exhibit A-2

3. SCHEMATIC PLAN PHASE.

During the schematic plan phase of the Project, Company shall do all of the following, as well as any incidental services thereto:

3.1 Schematic Plans. In cooperation with City, Company shall prepare preliminary plans and studies, schematic drawings, site utilization plans, and phasing plans showing the scale and relationship of the components of the Project, the plot plan development at the site, and the proposed design concept of the buildings (“Schematic Plans”). Company shall incorporate the functional requirements of City into the Schematic Plans. The Schematic Plans shall be in compliance with the Americans with Disabilities Act (ADA) and meet all applicable Federal, State, County, and City laws, rules and regulations, including but not limited to Section 504 of the Rehabilitation Act of 1973 and Chapter 11B of the California Building Code - Accessibility to Public Buildings, Public Accommodations, Commercial Buildings and Public Housing. To ensure compliance, Company shall have Schematic Plans reviewed by a Certified Access Specialist (CASp). The Schematic Plans shall show all rooms incorporated in each building of the Project in single-line drawings, and shall include all revisions required by City or by any federal, state, regional or local agency having jurisdiction over the Project. All design drawings for the Project shall be in a form suitable for reproduction.

3.2 Copies of Schematic Plans and Other Documents. Company, at its own expense, shall provide a complete set of the Schematic Plans described herein for City’s review and approval. Additionally, at City’s expense, Company shall provide such documents as may be required by any federal, state, regional or local agencies concerned with the Project. Any additional copies required by City shall be provided at actual cost to City.

4. DESIGN DEVELOPMENT PHASE.

During the design development phase of the Project, Company shall do all of the following, as well as any incidental services thereto:

4.1 Design Development Documents. Once City provides Company with specific written approval of the Schematic Plans described herein, Company shall prepare design development documents consisting of: (1) site and floor plans; (2) elevations; and (3) any other drawings and documents sufficient to fix and describe the types and makeup of materials, as well as the size and character of the Project’s structural, mechanical and electrical systems, and to outline the Project specifications (“Design Development Documents”).

4.2 Copies of Design Development and Other Documents. Company, at its own expense, shall provide a complete set of the Design Development Documents described herein for City’s review and approval. Additionally, at City’s expense, Company shall provide such documents as may be required by any federal, state, regional or local agencies concerned with the Project. Any additional copies required by City shall be provided at actual cost to City.

4.3 Timetable. Company shall provide a written timetable for full and adequate completion of their portion of the Project to City.

4.4 Application for Approvals. Company shall assist City in applying for and obtaining required approvals from all federal, state, regional or local agencies concerned with the Packet Page. 1044
Exhibit A-3
Project. Company shall furnish and process all design and engineering information required to prepare and process applications to applicable utilities in order to secure priorities and materials, to aid in the construction of the Project and to obtain final Project approval and acceptance by any of the above agencies as may be required.

4.5 Color and Other Aesthetic Issues. Company shall provide, for City’s review and approval, a preliminary schedule of all color materials and selections of textures, finishes and other matters involving an aesthetic decision about the Project.

5. FINAL WORKING DRAWINGS AND SPECIFICATIONS.

During the final working drawings and specifications phase of the Project, Company shall do all of the following, as well as any incidental services thereto:

5.1 Final Working Drawings and Specifications. Once City provides Company with specific written approval of the Design Development Documents described herein, Company shall prepare such complete working drawings and specifications as are necessary for developing complete bids and for properly executing the Project work in an efficient and thorough manner (“Final Working Drawings and Specifications”). Such Final Working Drawings and Specifications shall be developed from the Schematic Plans and Design Development Documents approved by City. The Final Working Drawings and Specifications shall set forth in detail all of the following:
(1) the Project construction and manufacturing work to be done; (2) the materials, workmanship, finishes, and equipment required for the architectural, structural, mechanical, and electrical systems; and (3) the utility service connection equipment and site work. City may be requested to supply Company with the necessary information to determine the proper location of all improvements on and off site, including record drawings (“as-built drawings”) in City’s possession.

Company will make a good-faith effort to verify the accuracy of such information by means of a thorough interior and exterior visual survey of site conditions. City shall also make a good-faith effort to verify the accuracy of the as-built drawings and provide any supplemental information to Company which may not be shown on the as-built drawings.

5.2 Form. The Final Working Drawings and Specifications must be in such form as will enable Company and City to secure the required permits and approvals from all federal, state, regional or local agencies concerned with the Project. In addition, the Final Working Drawings and Specifications must be in such form as will enable City to obtain, by competitive bidding, a responsible and responsive bid within the applicable budgetary limitations and cost standards.

The Final Working Drawings and Specifications shall be clear and legible so that uniform copies may be on standard architectural size paper, properly indexed and numbered, and shall be capable of being clearly copied and assembled in a professional manner by Company.

5.3 Approval and Revisions. City shall review, study, and check the Final Working Drawings and Specifications presented to it by Company, and request any necessary revisions or obtain any necessary approvals by the City Council, subject to the approval of all federal, state, regional or local agencies concerned with the Project. Company shall make all City-requested changes, additions, deletions, and corrections in the Final Working Drawings and Specifications at no additional cost, so long as they are not in conflict with the requirements of public agencies having jurisdiction or prior approval, or inconsistent with earlier City direction or Company’s professional judgment. Company shall bring any such conflicts and/or inconsistencies to the attention of City. The parties agree that Company, and not the City, possesses the requisite expertise to determine the constructability of the Final Working Drawings and Specifications.

However, the City reserves the right to conduct one or more constructability review processes Packet Page. 1045
Exhibit A-4
with the Final Working Drawings and Specifications, and to hire an independent Company or other consultant to perform such reviews. Any such independent constructability and accessibility review shall be at City’s expense. Company shall make all City-requested changes, additions, deletions, and corrections in the Final Working Drawings and Specifications which may result from any constructability review, at no additional cost to the City, so long as they are not in conflict with the requirements of public agencies having jurisdiction or prior approval, or inconsistent with earlier City direction or Company’s professional judgment. If such changes, additions, deletions or corrections are inconsistent with prior City direction, Company shall make such alterations and be compensated therefore pursuant to the Additional Services provision of this Agreement.

5.4 Copies of Final Working Drawings and Specifications and Other Documents.

Company, at its own expense, shall provide a complete set of the Final Working Drawings and Specifications described herein for City’s review and approval. Additionally, at City’s expense, Company shall provide such documents as may be required by any federal, state, regional or local agencies concerned with the Project. Any additional copies required by City shall be provided at actual cost to City.

6. CONSTRUCTION CONTRACT DOCUMENTS.

During the construction contract documents phase of the Project, Company shall do all of the following, as well as any incidental services thereto:

6.1 Bid and Contract Documents. Company shall provide the City with all construction documents, including but not limited to any certifications and documents required by federal, state and local laws, rules and regulations which may be reasonably required in order to obtain bids responsive to the specifications and drawings. All such documents shall be subject to the approval of City and City’s legal counsel.

7. BID PHASE.

During the bid phase of the Project, Company shall do all of the following, as well as any incidental services thereto:

7.1 Reproducible Construction Documents. Once City provides Company with specific written approval of the Construction Documents, Company shall provide to City one set of reproducible Construction Documents.

7.2 Distribution of Contract Documents and Review of Bids. Company shall assist City in distributing the Construction Documents and be available to answer questions during the bid process .

8. MODULAR MANUFACTURING AND SITE CONSTRUCTION PHASE.

During the modular manufacturing and site construction phase of the Project, Company shall do all of the following, as well as any incidental services thereto:

8.1 Observation. The Project Company may observe work executed from the Final Working Drawings and Specifications, provided that City may, in its discretion, consent to such observation by another competent representative of Company.

Packet Page. 1046
Exhibit A-5

8.2 General Construction Administration. Company shall provide general construction administration of the Construction Documents in the form of Requests of Information, Clarifications, and Approval of substitutions as needed, as it relates to the work performed by the contractors.

8.3 Site Visits of Modular Company’s Work. The Project Company shall allow the City to conduct site visits to the modular manufacturing facility to observe the progress of the modular buildings.

8.4 Site Visits of Contractor’s Work. Company may conduct site visits to observe the work for general conformance with the Construction Documents and with any approved construction schedules or milestones.

8.5 Site Visits of Inspector’s Work. Company may conduct site visits, if necessary, to observe the activities of the City inspectors in order to ensure accuracy of all “as-built” conditions.

8.6 Coordination of Company’s Consultants. Company shall cause all architects, engineers, and other consultants, as may be hired by Company, to observe the work completed under their disciplines as required, and approve and review all test results for general conformance with the Construction Documents.

8.7 Reports. Company shall make reports as may be required by applicable federal, state or local laws, rules or regulations, as well as the federal, state, regional or local agencies concerned with the Project.

8.8 Written Reports. Company shall make written reports to City as necessary to inform City of problems arising during construction, changes contemplated as a result of each such problems, and progress of the Project work.

8.9 Written Records. Company shall keep accurate written records of the progress and quality of the Project work and the time schedules, and shall advise the contractors and City of any deviations from the time schedule which could delay timely completion of the Project.

Manufacturing travelers shall be made available for review by the City at all times.

8.10 Material and Test Reports. Company shall check and process, in a timely manner, all required material and test reports for the Project work. In addition, Company shall provide notice of any deficiencies in material or work reflected in such reports, as well as its recommendation for correction of such deficiencies, to the project manager and City.

8.11 Review and Response to Submissions. Company shall review and respond, within five (5) business days or less, to all information requests, change requests, and other submissions of the project manager for compliance with, or alterations and additions to, the Construction Documents. Company’s review and response shall be done in such a manner so as to ensure the timely and uninterrupted progress of the Project work.

8.12 Rejection of Work. Company shall promptly reject, as discussed with City, work or materials which do not conform to the Construction Documents. Company shall immediately notify the City and project manager of such rejections. Company shall also have the authority to recommend to the City that additional inspection or testing of the work be performed, whether or not such work is fabricated, installed or completed.

Packet Page. 1047
Exhibit A-6

8.13 Field Changes and Substitutions. Company shall consult with City, in a timely manner, with regard to any field changes and substitution of materials, equipment and laboratory reports thereof, prior to the City’s final written approval of such field changes and substitutions.

Company’s consultation shall be done in such a manner so as to ensure the timely and uninterrupted progress of the Project work.

8.14 Revised Documents and Drawings. Company shall prepare, at no additional expense to City, all documents and/or drawings made necessary by errors and omissions in the originally approved Construction Documents.

8.15 Change Requests and Material Changes. Company shall evaluate and advise City, in a timely manner and in writing, of any change requests and material change(s) which may be requested or necessary in the Project plans and specifications. Company shall provide the City with its opinion as to whether such change requests should be approved, denied or revised. If the City has not hired a project manager or other person to do so, the Company shall prepare and execute all change orders and submit them to the City for authorization.

Company shall not order contractors to make any changes affecting the contract price without approval by City of such a written change order, pursuant to the terms of the Construction Documents. Company may request changes necessary to meet construction emergencies, if written approval of City’s Representative is first secured.

8.16 Final Color and Product Selection. Company shall coordinate final color and product selection with City’s original design concept.

8.17 Delivery of Modular Buildings. Modular buildings shall be inspected by the City and General Contractor prior to delivery. The modular buildings shall not be considered accepted until inspected and found to be in accordance with the City’s specifications. Final inspection of the Modular buildings shall be at the location specified herein, unless otherwise agreed in writing.

If the modular buildings are found at any time to be defective in material or workmanship, or otherwise not in conformance with specifications, City shall have the right, in addition to any other rights which it may have under warranties or otherwise, to reject the modular buildings in whole or in part. Rejected modular buildings shall be held at Company’s risk for a reasonable time thereafter and shall be returned or disposed of at Company’s expense. No rejected modular buildings shall be replaced by Company without written instruction or authorization from City.

8.18 Substantial Completion. The City shall determine the date of substantial completion, in consultation with the Company and General Contractor.

8.19 Punch List. After determining that the Project is substantially complete, Company shall participate in the inspection of the Project and shall review all remaining deficiencies and minor items needed to be corrected or completed on the Project, including those identified on the punch list prepared by the project manager (“Punch List Items”). Company shall notify project manager in writing that all Punch List Items have been corrected prior to final acceptance of the Project and final payment. Company shall also notify City of all Punch List Items.

8.20 Warranties. Company shall provide warranties for the modules and any equipment contained therein. Company shall review materials assembled by the contractor and subcontractors with regard to all written warranties, guarantees, owners’ manuals, instruction books, diagrams, record “as built” drawings, and any other materials required from the contractors Packet Page. 1048
Exhibit A-7
and subcontractors pursuant to the Construction Documents. Company shall coordinate and provide these materials to the City.

8.21 Certificate of Completion. Company shall provide inspection completion reports and Quality Control Reports for modules to the City. Company shall participate in any further inspections of the Project necessary to issue the Certificate of Completion and final certificate for payment.

8.22 Documents for Project Close-Out. Company shall cause all other architects, engineers and other consultants, as may be hired by Company, to file any and all required documentation with the City or other governmental authorities necessary to close out the Project.

Company shall assist the City in obtaining such documentation from all other architects, engineers, or other consultants.

9. AS-BUILT DRAWINGS.

During the as-built drawings phase of the Project, Company shall do all of the following, as well as any incidental services thereto:

9.1 As-Built Drawings and Specifications. Not later than thirty (30) days after substantial completion of the Project, before receipt of final payment, Company shall review and forward the Final Working Drawings and Specifications, indicating on them all changes made by change orders or otherwise pursuant to the Construction Documents, as well as all information called for on the specifications, thus producing an “as-built” set of Final Working Drawings and Specifications (“As-Built Drawings and Specifications”). The As-Built Drawings and Specifications shall show, among other things, the location of all concealed pipe, buried conduit runs and other similar elements within the completed Project. Company shall personally review and certify that the As-Built Drawings and Specifications are a correct representation of the information supplied to Company by any inspectors and the project manager, and shall obtain certifications from any inspectors and the project manager that the drawings are correct.

9.2 Approval. Once City provides Company with specific written approval of the AsBuilt Drawings and Specifications, Company shall forward to City the complete set of original AsBuilt Drawings and Specifications or a complete set of reproducible duplicate As-Built Drawings and Specifications. The tracing shall be of such quality that clear and legible prints may be made without appreciable and objectionable loss of detail.

9.3 Documents for Final Payment. Prior to the receipt of Company’s final payment, Company shall forward to City all of the following: (1) one clear and legible set of reproductions of the computations; (2) the original copy of the specifications; (3) the As-Built Drawings and Specifications as required herein; and (4) Company’s Certificate of Completion.

10. WARRANTY PERIOD.

During the warranty period phase of the Project, Company shall do all of the following, as well as any incidental services thereto:

10.1 Advice. Company shall provide advice to City on apparent deficiencies in the Project during any applicable warranty periods for the Project.

Packet Page. 1049
Exhibit B-1
EXHIBIT B1-B3

FEE AND PHASING/FUNDING SCHEDULES

1. FEE SCHEDULE.

Company will invoice City on a monthly cycle based on the following fee schedule.

Company will include with each invoice a detailed progress report that indicates the amount of budget spent on each phase and the total amount spent against the Total Compensation.

Company will inform City regarding any out-of-scope work being performed by Company for which Company intends to seek compensation from City.

2. FUNDING SCHEDULE & PHASING (B1-B3)
Progress payments towards Total Compensation shall never exceed the following percentages of Total Compensation as of the phase indicated:

Initial Planning Phase: $438,827.25 percent (5%)
Schematic Plan Phase: $438,827.25 percent (5%)
Design Development Phase: $438,827.25 percent (5%)
Final Working Drawings & Specifications Phase: $438,827.25 percent (5%) Finalized Construction Documents/ CADD Files $877,654.50 percent (10%) Manufacturing Phase: $1,755,309.00 percent (20%)
Progress Payment for 50% of Modular Completion $1,755,309.00 percent (20%) 100% Delivery All Modules Complete Phase: $1,755,309.00 percent (20%) Warranty Period Phase: $877,654.50 percent (10%)
Packet Page. 1050
Exhibit B-2
Packet Page. 1051
Exhibit B-3
Packet Page. 1052

EXHIBIT C

COMPENSATION RATES AND REIMBURSABLE EXPENSES

1. HOURLY COMPENSATION RATES.

The following Unit Rates are inclusive of all applicable taxes, overhead, and burdens and benefits of every nature applicable to the Services, and profit, and are valid for one year from the Effective Date of the Contract at which time the Unit Rates may be modified in accordance with the Contract.

Manufacture (Mandeville Modular, Inc)
Fee Schedule Category
Rate
Principal $350.00
General Counsel $300.00
Project Executive $288.59
Program Manager $288.59
Business Analyst $288.59
Tech Integration $288.59
Project Estimator $288.59
Production Manager $288.59
Project Scheduler $259.74
Design Manager $259.74
Construction Manager $259.74
Project Manager $250.00
Contract Manager $195.00
Financial Analyst $184.67
Project Controls $155.21

2. REIMBURSABLE EXPENSES.

N/A

3. ADDITIONAL SERVICES.

Additional Services shall be computed at the actual hourly rates listed above.

4. ADDITIONAL CONSULTANTS.

N/A
Packet Page. 1053

EXHIBIT D

FEE RATES FOR MODULAR BUILDINGS AND OTHER EQUIPMENT
Description Total Cost $/SF
Architecture, Structural Engineer, Civil, MEP $ 685,045 $ 16.31 CASP Design and Review $ 48,500 $ 1.15
Volumetric Modular Units $ 7,938,000 $ 189.00
Project Management $ 105,000 $ 2.50
Total Estimated Cost $ 8,776,545 $ 208.97
15% Contingency $ 1,316,482 $ 31.34
Total Estimated Cost w/ Contingency $ 10,093,027 $ 240.31 The Coronavirus State and Local Fiscal Recovery Funds (SLFRF) program authorized by the American Rescue Plan Act (ARPA) will be used for the total cost of the agreement in the amount of $10,093,027.

Packet Page. 1054

EXHIBIT E

FUNDING SOURCES REQUIREMENTS
Packet Page. 1055

EXHIBIT F
Site Design and Modular Design / Building Services
STATEMENT OF WORK & TECHNICAL SPECIFICATION:

The City is seeking a Modular Company with either an in-house architect or the ability to partner with an architect. The Modular Company will directly contract with Civil, MEP and structural to deliver a full project CD Package for submission to both the City and the State of California for review and approval to develop SB Hope Navigation Center Campus including all onsite work.

The selected Modular Company shall be an advocate for the City and represent the best interests of the City in the performance of services and modular building quality.

It is desirable for the Modular Supplier (Manufacturer) to have extensive experience in understanding and working concurrently with multiple public entities such as: the United States Department of Housing and Urban Development (HUD); the State of California, cities, as well as special districts such as the South Coast Air Quality Management District. It is also desirable for the Proposer to provide evidence of similar modular emergency housing projects provided, especially within the State of California. Listed experiences shall be calculated evaluation criterion.

MODULAR DESIGN: All designs must also be reviewed and approved by the City and appropriate local jurisdictions. The Manufacturer shall construct and deliver a modular building that when delivered to the project site, shall be assembled on stem wall foundations built to the Manufacturer’s guidelines and approved and inspected by the appropriate jurisdiction’s Building Department. The City is seeking to provide accessible emergency housing for people experiencing homelessness which may include disabled persons. To that end, proposed modules must meet all Federal, State and Local accessibility design and construction requirements.

Manufacturer shall ensure that all applicable Building Codes are meet including but not limited to:

California Building Code (CBC); California Electrical Code (CEC); California Mechanical Code (CMC); California Plumbing Code (CPC); and the California Energy Code – Title‐24 (CEC) CalGreen (CalG).

The Manufacturer shall provide within their resumes for similar products provided for successful previous projects. Provided designs shall be a calculated evaluation criterion.

OTHER REQUIREMENTS
Fire Suppression: Manufacturer shall include within their costs all fire suppression systems and supportive appurtenances as determined by the State of California and local codes. Fire and Domestic water lines shall be pressure tested both at the before and after delivery. A General Contractor shall be separately contracted by the City to install service lines to Manufacturer’s connections.

HVAC System: Manufacturer shall include ENERGY STAR certified, ductless, multi zone heating and cooling systems as manufactured by Mitsubishi Electric or an approved equal. VRF systems are acceptable. The system shall be sized and zoned according to local code and meet all other Packet Page. 1056
energy efficiency standards required. Brand and model numbers of proposed equipment shall be submitted with the proposal. These costs shall be included within the price per square-foot.

Appliances: Manufacturer shall include outlets, traps, drains, gas lines, electrical outlets, etc. to meet the needs of a commercial kitchen and the standards of San Bernardino County Department of Public Health standards, including but not limited to a commercial refrigerator, commercial freezer, commercial stove and commercial ovens, and a commercial hood with grease traps and fire suppression, floor drains etc. Modular Manufacturer does not need to purchase equipment, however appropriate mechanical, electrical and plumbing and spacing should accommodate the aforementioned.

Commercial Kitchen: Must meet all requirements of the County of San Bernardino Department of Public Health and sizable enough to cook three meals a day for 200 individuals.

Exterior:
− Roofing system with minimum 20-year warranty, shall be TPO, PVC, or other single ply product
− Exterior cladding installed in factory or prepped for field install − Doors and door hardware to be approved by City of San Bernardino − Exterior Lights per code
− Minimum ceiling height 8’-0”
− Windows: Material- Thermally broken aluminum
− Glass: Dual‐Paned Efficiency: Low‐E
− Insulation per code
− Walls: R‐19 Floor: R‐21 Roof: R‐38
Interior:
− Type X Finished, Texture, Washable Vinyl Wallcoverings Throughout − Painted & Textured Ceiling Throughout
− Interior lighting with Rocker‐Type (Decora) Wall Switches − Flooring shall be commercial-grade sheet product or VCT in all areas except commercial kitchen. Commercial kitchen to receive broadcast epoxy floor with integral coving. − Vinyl topset base
− Lever Latch Door Handles
Utility:
− Electrical panels sized correctly to handle all loads − Commercial boiler system
Packet Page. 1057
− 6 front loading washers, 6 front loading dryers
− Wire for Electric Programmable Thermostat
− Smoke Detector(s) w/Battery backup
− Backup Carbon Monoxide Detector(s)
Bathrooms:
− Locker room-style community bathroom which shall include (10) private ADA roll-in showers with grab bars attached to changing space with ADA benches, grab bars and locks.
− Bathroom partitions with paper holders
− (10) ADA 1.28 Gallon Low‐Flow Elongated Toilets in stalls. − (10) wall mount lavatory sinks with single lever faucets − (10) wall mounted mirrors that are shatter proof for safety. − (2) additional single occupancy restrooms for Employee/ Staff with ADA 1.28 Gallon Lowflow elongated toilets, wall mounted lavatory sinks with single lever faucets, paper holders, and mirrors in each
− Bathroom exhaust fans per code
Foundation: The Manufacturer shall design and supply a stem wall foundation plan for each module which shall meet applicable building codes. Plan shall include detailed location for points of connection for utilities including electrical, plumbing, telephone, cable and any other applicable connections.

Delivery of Modular Units: The Manufacturer shall provide the transportation of each module to the project site and set on foundation that has been provided by a general contractor contracted by the City.

Boiler system: The Manufacturer shall include natural gas fired commercial boiler systems manufactured by Rheem or an approved equal. The boiler shall be sized according to local code.

Brand and model numbers of proposed equipment shall be submitted with the proposal. These costs shall be included within the price per square-foot.

Plumbing Fixtures: The manufacturer shall include all plumbing fixtures as specified below. All fixtures shall be low flow, water saving fixtures which meet accessibility design requirements and all applicable codes. Brand and model numbers of proposed fixtures shall be submitted with the proposal. These costs shall be included within the price per square-foot.

Lighting: The Manufacturer shall include all interior and exterior lighting fixtures. Proposed fixtures shall be commercial style LED fixtures that meet all applicable energy codes. Brand and model numbers of proposed fixtures shall be submitted with the proposal. These costs shall be included within the price per square-foot.

Packet Page. 1058
Flooring: Manufacturer shall install commercial sheet product or VCT with vinyl topset base where possible. Commercial kitchen shall receive broadcast epoxy floor with integral coving. Brand and style of proposed flooring shall be included with the submittal. Final color and style shall be selected by the owner.

Bathrooms: Manufacturer shall install non-slip commercial sheet good flooring in bathroom and shower areas. Brand and style of proposed flooring shall be included with the submittal. Final color and style shall be selected by the owner. These costs shall be included within the price per square-foot.

Pricing: Proposer shall provide pricing on a per square- foot price to design, manufacture, deliver, and install each modular section. The specifications listed above shall not be considered an allinclusive list of final specifications. The Manufacturer shall also include all items typically used in modular construction as a final product to be included with their costs. The pricing shall be a calculation criterion.

Production of the Modular Units: Manufacturer shall provide evidence that production shall not restrict the project’s demand. This can be shown as plant production schedule, staging/storing, and travel time to project. Production evidence shall be calculated evaluation criterion.

Assembly of Modular Units: The City retains the right to select a General Contractor (”Contractor”) to assemble the modular units at the project site. The Manufacturer shall provide a list of all preapproved assembly contractors for warranty requirements. This list shall be provided with RFP and shall be included when the City procures Contractor for the project. The Manufacturer shall provide assembly literature that shall be included in any construction plans and specifications, or on-site guidance during installations.

Storage: The Manufacturer shall store all modules at their yard until work at each site warrants delivery and placement of each section. Delivery and placement of the modular sections shall be coordinated through the City’s General Contractor completing the onsite work.

OTHER OBLIGATIONS
SITE REGULATORY REQUIREMENTS: The City’s General Contractor will be responsible for obtaining and adhering to all permits and approvals required by the necessary regulatory agencies, including but not limited to permitting, inspection, and certification for the Site and Project. All fees required to obtain any such permits and approvals, shall be the sole responsibility of City’s General Contractor. Any site-specific regulatory requirements for the assembly, use and occupancy of the Modules shall be the sole responsibility of City’s General Contractor.

RELEASE OF MODULES: City’s General Contractor will release the modules for delivery once an in-factory sign off has occurred. A representative of the City’s General Contractor must visit the factory 72-hours prior to the release of modules and agree that the condition of the product meets their expectation for delivery and ready for transport.

DELIVERY: Upon completion of fabrication of a Module or Modules, the City’s General Contractor approves the release of Modules for transport and delivery. Modular Manufacturer Packet Page. 1059
shall hire carrier to transport Modules to a temporary or permanent location as directed by City and/or City’s General Contractor (such permanent location of installation referred to hereinafter as “Property”) and Modular Manufacturer shall pay all carrier charges. Modular Manufacturer bears responsibility for the Modules during transport, and until the City accepts them.

ON-SITE SECURITY AND WEATHER PROTECTION: Upon acceptance by the City, City’s General Contractor shall bear all responsibility for the Modules. It is highly recommended that until entire building is erected, City’s General Contractor provides security and weather protection for the Modules beginning at the time of delivery and Modules remain protected regardless of time of year.

Packet Page. 1060

EXHIBIT G

FEDERAL CONTRACT PROVISIONS
During the performance of this Agreement, Consultant shall comply with all applicable federal laws and regulations, including, but not limited to, the federal contract provisions in this Exhibit “G”.

REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327)
Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Contract Documents include remedies for breach and termination for cause and convenience.

Appendix II to Part 200 (C) – Equal Employment Opportunity: If this Agreement meets the definition of a “federal assisted construction contract” in 41 CFR § 60-1.3, Consultant agrees as follows during the performance of this Agreement:

The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

The Consultant will not discharge or, in any other manner, discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information.

Packet Page. 1061
The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

In the event of the Consultant's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

The Consultant will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Consultant may request the United States to enter into such litigation to protect the interests of the United States.

The City further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work:

Provided, That if the City so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement.

The City agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of the Consultant and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the Packet Page. 1062
administering agency in the discharge of the agency's primary responsibility for securing compliance.

The City further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the City agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant (contract, loan, insurance, guarantee) for this project; refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF.

Appendix II to Part 200 (D) – Copeland “Anti-Kickback” Act: Not applicable to this Agreement since it is funded by CSLFRF.

Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:

Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the Consultant and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.

Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Consultant or subcontractor under any such contract or any other Federal contract with the Consultant, or any other federally-assisted contract subject to the Contract Work Hours and Packet Page. 1063
Safety Standards Act, which is held by the Consultant, such sums as may be determined to be necessary to satisfy any liabilities of Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section.

Subcontracts. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower-tier subcontracts. The Consultant shall be responsible for compliance by any subcontractor or lower-tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.

Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement:

If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the Consultant wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Consultant must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency..

Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act:

Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.

Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.

Appendix II to Part 200 (H) – Debarment and Suspension:

This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

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This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this Agreement.

Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act: Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.

Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials:

Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement.

In the performance of this Agreement, the Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the contract performance schedule; meeting contract performance requirements; or at a reasonable price.

Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program.

The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”
Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment:

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Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system funded under this Agreement. As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).

For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).

Telecommunications or video surveillance services provided by such entities or using such equipment.

Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

See Public Law 115-232, section 889 for additional information.

Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement:

Consultant shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts.

For purposes of this section:
“Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

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CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321)
Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.

Affirmative steps shall include:

Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;
Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises;
Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce.

Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by the City.

COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL

FISCAL RECOVERY FUND AWARD TERMS AND CONDITIONS
Maintenance of and Access to Records. Consultant shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. Consultant agrees to provide the City, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the Consultant which are directly pertinent to this Agreement for the purposes of conducting audits or other investigations. Records shall be maintained by Consultant for a period of five (5) years after completion of the Project.

Compliance with Federal Regulations. Consultant agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing. Consultant also agrees to comply with all other applicable federal statutes, regulations, and executive orders, including, without limitation, the following:

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Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference.

Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference.

OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Non-procurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19.

Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference.

Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20.

New Restrictions on Lobbying, 31 C.F.R. Part 21.

Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.

Compliance with Federal Statutes and Regulations Prohibiting Discrimination. Consultant agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following:

Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance.

The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability.

Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance.

The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance.

Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.

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False Statements. Consultant understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

Protections for Whistleblowers.

In accordance with 41 U.S.C. § 4712, Consultant may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant.

The list of persons and entities referenced in the paragraph above includes the following:

A member of Congress or a representative of a committee of Congress; An Inspector General;
The Government Accountability Office;
A Treasury employee responsible for contract or grant oversight or management;
An authorized official of the Department of Justice or other law enforcement agency;
A court or grand jury; or
A management official or other employee of Consultant, or a subcontractor who has the responsibility to investigate, discover, or address misconduct.

Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Consultant is encouraged to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles, and encourage its subcontractors to do the same Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Consultant should encourage its employees and subcontractors to adopt and enforce policies that ban text messaging while driving, and Consultant should establish workplace safety policies to decrease accidents caused by distracted drivers.

Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Project, including, but not limited to, the following:

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Consultant ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents.

Consultant acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, are limited in their English proficiency. Consultant understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, Consultant shall initiate reasonable steps, or comply with Treasury’s directives, to ensure meaningful access to its programs, services and activities to LEP persons. Consultant understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project.

Consultant agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities.

As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067.

For more information on LEP, please visit http://www.lep.gov.

Consultant acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon Consultant and Consultant’s successors, transferees and assignees for the period in which such assistance is provided.

Consultant agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Consultant and the Consultant’s subcontractors, successors, transferees and assignees:

The subcontractor, successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also extends protection to persons with “Limited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement).

Consultant understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Consultant, or in the case of a subsequent transfer, the transferee, for Packet Page. 1070
the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Consultant for the period during which it retains ownership or possession of the property.

Consultant shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. Consultant shall comply with information requests, on-site compliance reviews, and reporting requirements.

Consultant shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Consultant must also inform the Department of the Treasury if Consultant has received no complaints under Title VI.

Consultant must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the Consultant and the administrative agency that made the finding. If the Consultant settles a case or matter alleging such discrimination, Consultant must provide documentation of the settlement. If Consultant has not been the subject of any court or administrative agency finding of discrimination, please so state.

If Consultant makes sub-awards to other agencies or other entities, Consultant is responsible for assuring that sub-recipients also comply with Title VI and all of the applicable authorities covered in this assurance.

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COMPLIANCE WITH AMERICAN RESCUE PLAN ACT (ARPA)

CORONAVIRUS LOCAL FISCAL RECOVERY FUND (CLFRF) FEDERAL GUIDELINES

USE OF ARPA CLFRF AND REQUIREMENTS
This Contract may be funded in whole or in part with funds provided by the American Rescue Plan Act - Coronavirus Local Fiscal Recovery Fund (ARPA), Federal Award Identification Number (FAIN): SLT0628 and Assistance Listing Number (formerly known as a CFDA number): 21.027, and therefore Contractor agrees to comply with any and all ARPA requirements in addition to any and all applicable County, State, and Federal laws, regulations, policies, and procedures pertaining to the funding of this Contract. The use of the funds must also adhere to official federal guidance issued or to be issued on what constitutes a necessary expenditure. Any funds expended by Contractor or its subcontractor(s) in any manner that does not adhere to the ARPA requirements shall be returned or repaid to the City or County. Any funds paid to Contractor i) in excess of the amount to which Contractor is finally determined to be authorized to retain; ii) that are determined to have been misused; or iii) that are determined to be subject to a repayment obligation pursuant to section 603(e) of the Act and have not been repaid, shall constitute a debt to the federal government. Contractor agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to the Act, and guidance issued by Treasury regarding the foregoing. Contractor shall provide for such compliance in any agreements with subcontractor(s).

Contractor agrees to comply with the following:

A. In accordance with Title 2 Code of Federal Regulations (C.F.R.) Section 200.322, the non-Federal Contractor should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this section: “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

B. In accordance with Title 2 C.F.R. Section 200.471, costs incurred for telecommunications and video surveillance services or equipment such as phones, internet, video surveillance, cloud servers are allowable except for the following circumstances: Obligating or expending covered telecommunications and video surveillance services or equipment or services (as described in Title 2 C.F.R. Section 200.216) to: 1) Procure or obtain, extend or renew a contract to procure or obtain; 2) Enter into a contract (or extend or renew a contract) to procure; or 3) Obtain the equipment, services, or systems, as described in Title 2 C.F.R. Section 200.216 that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities) and: (i) For the purpose Packet Page. 1072
of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); (ii) Telecommunications or video surveillance services provided by such entities or using such equipment; and (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. In implementing the prohibition under Public Law 115-232, section 889, subsection (f), paragraph (1), heads of executive agencies administering loan, grant, or subsidy programs shall prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered communications equipment and services, to procure replacement equipment and services, and to ensure that communications service to users and customers is sustained.

F. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under Title 37 C.F.R. Section 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Title 33 U.S.C. Sections 1251-1387 recipient or subrecipient must comply with the requirements of Title 37 C.F.R. Part 401, “Rights to Inventions Made by Packet Page. 1073
Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

G. Contract Work Hours and Safety Standards Act (40 U.S.C. Sections 3701-3708). Where applicable, all contracts awarded by the non-Federal Contractor in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with Title 40 U.S.C.

Sections 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. Part 5).

Under Title 40 U.S.C. Section 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of Title 40 U.S.C. Section 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous to health or safety. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

H. Davis-Bacon Act, as amended (40 U.S.C. Sections 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. Sections 3141-3148) as supplemented by Department of Labor regulations (29 C.F.R. Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal contractor must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal Contractor must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (18 U.S.C. Section 874 and 40 U.S.C.

Section 3145), as supplemented by Department of Labor regulations (29 C.F.R. Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.

The non-Federal contractor must report all suspected or reported violations to the Federal awarding agency.
i. The Contractor and all Subcontractors and Sub-subcontractors are required to pay their employees and workers a wage not less than the minimum wage for the work classification as specified in both the Federal and California wage decisions. See Section 3.10.6 “Prevailing Wages” for additional information regarding California Prevailing Wage Rate Requirements and the applicable general prevailing wage determinations which are on file with the City and are available to any interested party on request. The higher of the two applicable wage determinations, either California prevailing wage or Davis-Bacon Federal prevailing wage, will be enforced for all applicable work/services under this Contract.

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Council (Councils) as authorized by Title 41 U.S.C. Section 1908, must address administrative, contractual, or legal remedies in instances where Contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Section 60-1.3 must include the equal opportunity clause provided under Title 41 C.F.R. Section 60-

1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The identified clause is below and Contractor shall comply with the clause and all legal requirements and include the equal opportunity clause in each of its nonexempt subcontracts.
i. The applicant hereby agrees that it will incorporate or cause to be incorporated into any contract for construction work, or modification thereof, as defined in the regulations of the Secretary of Labor at Title 41 C.F.R. Chapter 60, which is paid for in whole or in part with funds obtained from the Federal Government or borrowed on the credit of the Federal Government pursuant to a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, the following equal opportunity clause:

During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee Packet Page. 1075
who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, Packet Page. 1076
instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

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O. Contractor shall comply with Title 2 Code of Federal Regulations Part 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards), including, but not limited to, Title 2 C.F.R. Section 200.303 (internal control), Title 2 C.F.R. Sections 200.331 through 200.333 (subrecipient monitoring and management), and Title 2 C.F.R. Part 200 Subpart F (audit requirements), as these sections currently exist or may be amended. The use of funds must also adhere to official federal guidance issued or to be issued on what constitutes an eligible expenditure.

Any funds expended by Contractor or its subcontractor(s) in any manner that does not adhere to official federal guidance shall be returned to the County. Contractor agrees to comply with all official guidance regarding the ARPA CLFRF. Contractor also agree that as additional federal guidance becomes available, an amendment to this Contract may become necessary. If an amendment is required, Contractor agrees to promptly execute the Contract amendment.

P. Contractor shall retain documentation of all uses of the funds, including but not limited to invoices and/or sales receipts in a manner consistent with Title 2 C.F.R. Section 200.334 (retention requirements for records). Such documentation shall be produced to City upon request and may be subject to audit. Unless otherwise provided by Federal or State law (whichever is the most restrictive), Contractor shall maintain all documentation connected with its performance under this Contract for a minimum of five (5) years from the date of the last payment made by City or until audit resolution is achieved, whichever is later, and to make all such supporting information available for inspection and audit by representatives of the City, the State or the United States Government during normal business hours at Contractor. Copies will be made and furnished by Contractor upon written request by City.

Contractor shall provide a monthly report of expenditures under this Contract no later than the 20th day of the following month.

R. Contractor shall cooperate in having an audit completed by City, at City’s option and expense. Any audit required by ARPA CLFRF and its regulation and United States Treasury guidance will be completed by Contractor at Contractor’s expense.

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U. Universal Identifier and System for Award Management (SAM), Title 2 C.F.R. Part 25.

V. Reporting Subaward and Executive Compensation Information, Title 2 C.F.R. Part 170.

Part 19. Debarment and Suspension (Executive Orders 12549 and 12689) - A contract award (see 2 C.F.R. Section 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at Title 2 C.F.R. Part 180 that implement Executive Orders 12549 (3 C.F.R. Part 1986 Comp., p. 189) and 12689 (3 C.F.R.

X. Recipient Integrity and Performance Matters, pursuant to which the award terms set forth in Title 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference.

Y. Government Requirements for Drug-Free Workplace, Title 31 C.F.R. Part 20.

Z. New Restrictions on Lobbying, Title 31 C.F.R. Part 21.

AA.Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. Sections 4601- 4655) and implementing regulations.

BB.Applicable Federal environmental laws and regulations.

CC.Statutes and regulations prohibiting discrimination include, without limitation, the following:
i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) and Treasury’s implementing regulations at Title 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance.
ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability.
iii. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. Section 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance.
iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. Sections 6101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.
v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. Sections 12101 et seq.), which prohibits discrimination on the basis of disability under programs, Packet Page. 1079
activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.

DD.Contractor understands that making false statements or claims in connection with the ARPA funded activities is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

EE. Any publications produced with ARPA funds must display the following language: “This project [is being] [was] supported, in whole or in part, by federal award number SLT-0628 awarded to San Bernardino County by the U.S. Department of Treasury.”
FF. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Contractor is being encouraged to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented, or personally owned vehicles.

HH.As a recipient of federal financial assistance, the Civil Rights Restoration Act of 1987 applies, and Contractor assures that it:
i. Ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C.

Sections 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at Title 31 C.F.R. Part 22 and other pertinent executive orders such as Executive Order 13166, directives, circulars, policies, memoranda and/or guidance documents.
ii. Acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency,” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, have Limited English proficiency (LEP). Contractor understands that denying a person access to its programs, services, and activities, because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury’s implementing regulations. Contractor shall initiate reasonable steps, or comply with the Department of the Treasury’s directives, to ensure LEP persons have meaningful access to its programs, services, and activities. Contractor understands and agrees that meaningful access may entail provide language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication.
iii. Agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services, and activities. iv. Agrees to maintain a complaint log of any complaints of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act and implementing regulations and provide, upon request, a list of all such Packet Page. 1080
reviews or proceedings based on the complaint, pending or completed, including outcome.

Section 2000d et seq.), as implemented by the Department of the Treasury’s Title VI regulations, Title 31 C.F.R. Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. Section 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, Title 31 C.F.R. Sections Part 22, and herein incorporated by reference and made a part of this contract or agreement.” JJ. Contractor shall cooperate in any enforcement or compliance review activities by the City, and/or the Department of the Treasury. Contractor shall comply with information requests, on-site compliance reviews, and reporting requirements.

KK.Contractor shall maintain records and financial documents sufficient to evidence compliance with section 603(c), regulations adopted by Treasury implementing those sections, and guidance issued by Treasury regarding the foregoing.

LL. City has the right of access to records (electronic or otherwise) of Contractor in order to conduct audits or other investigations.

NN.Contractor must disclose in writing any potential conflict of interest in accordance with Title 2 C.F.R.

Section 200.112.

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The list of persons and entities referenced in the paragraph above includes the following: (i) A member of Congress or a representative of a committee of Congress; (ii) An Inspector General; (iii) The Government Accountability Office; (iv) A Treasury employee responsible for contract or grant oversight or management; (v) An authorized official of the Department of Justice or other law enforcement agency; (vi) A court or grand jury; or (vii) A management official or other employee of Recipient, subrecipient, contractor, or subcontractor who has the responsibility to investigate, discover, or address misconduct. Subrecipient or Contractor shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce.

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CITY OF SAN BERNARDINO

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO

AND CREDE CONSTRUCTION ADVISORY, LLC
This Agreement is made and entered into as of December 4th, 2024, by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and CREDE Construction Advisory, a Limited Liability Corporation with its principal place of business at 18301 Von Karman Ave, Suite 510, Irvine, CA 92612 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.”

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:

San Bernardino Hope Campus (hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for the City to retain Consultant to provide the services described herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

AGREEMENT

1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.

2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”

3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.

4. Compensation.
a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” b. In no event shall the total amount paid for services rendered by Packet Page. 1083
Consultant under this Agreement exceed the sum of $1,091,148. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses.

Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to the City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

5. Additional Work. If changes in the work seem merited by the Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by the Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered.

Additionally, no price increases will be permitted during the first year of this Agreement unless agreed to by the City and Consultant in writing.

6. Term. This Agreement shall commence on the Effective Date and continue through the completion of services as set forth in Exhibit “A,” unless the Agreement is previously terminated as provided for herein (“Term”).

7. Maintenance of Records; Audits.
a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to the City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by the Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by the City.

8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed.

Consultant shall complete the services required hereunder within Term.

9. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) Packet Page. 1084
terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.
c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

10. Compliance with Law.
a. Consultant shall comply with all applicable laws,
ordinances, codes, and regulations of the federal, state, and local government, including Cal/OSHA requirements. There are several funding sources potentially funding this Agreement, which are shown in Exhibit C, attached hereto, and incorporated herein by this reference. Exhibits D and E, attached hereto and incorporated herein by these references, include multiple regulations from different funding sources that the Consultant must comply with. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, the Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work.

12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City.

13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, Packet Page. 1085
qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business.

14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and sub-consultants as Consultant may deem appropriate to assist in the performance of services hereunder.

15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured
The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.
b. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:

Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage for the following:

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(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse, and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give the City, it's elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01 or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. c. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage, including coverage for owned, non-owned, and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give the City, its elected and appointed officials, officers, employees, agents, and city-designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured but not a self-insured retention.
d. Workers’ Compensation/Employer’s Liability
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(i) Consultant certifies that he/she is aware of the
provisions of Section 3700 of the California Labor Code, which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent the Consultant has employees at any
time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all sub-consultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement, the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber)
At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. g. Reserved
h. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
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Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence and aggregate (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirements or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. i. Evidence Required
Prior to the execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that the Consultant’s policy is primary insurance and that any insurance, self-insurance, or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.

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(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow the Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City and shall require similar written express waivers and insurance clauses from each of its sub-consultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further, the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfies the following minimum requirements:
(1) Each such policy shall be from a company or
companies with a current A.M. Best's rating of no less than A: VII and admitted to transact in the business of insurance in the State of California or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
l Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. Alternatively, the City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.

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m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or sub-consultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or sub-consultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by the Consultant, the City may approve different scopes or minimum limits of insurance for particular subcontractors or sub-consultants.

17. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, it's elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement.
b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

18. California Labor Code Requirements. The Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, the Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify, and hold the City, its elected officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory for the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of Packet Page. 1091
apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all sub-consultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any sub-consultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.

19. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.

21. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, the City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports, and other documents produced or developed for that portion of the work completed and/or being abandoned. The City shall pay the Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.

22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in Packet Page. 1092
enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement.

23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to the Consultant’s professional services occurs, the Consultant shall, at no cost to the City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction.

24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.

25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

26. Documents. Except as otherwise provided in “Termination or Abandonment” above, all original field notes, written reports, Drawings and Specifications, and other documents produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

27. Organization. Consultant shall assign Gina Wieczorek as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the City's prior written consent.

28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.

29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:

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CITY:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: Rochelle Clayton
Acting-City Manager
With Copy To:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
CONSULTANT:

CREDE Construction Advisory, LLC 18301
Von Karman Ave, Suite 510
Irvine, CA 92612
Attn: Colby Durnin

30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

32. Entire Agreement. This Agreement, including Exhibits A through E, represents the entire understanding of City and Consultant as to those matters contained herein and supersedes and cancels any prior or contemporaneous oral or written understanding, promises, or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein and that any other agreements shall be void. This is an integrated Agreement.

33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect.

34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators, and assigns of each Party to this Agreement. However, the Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties, or obligations without the prior written consent of the City. Any attempted assignment without such consent shall be invalid and void.

35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision Packet Page. 1094
of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

36. Time of Essence. Time is of the essence for each and every provision of this Agreement.

37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.

39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement or obtain any present or anticipated material benefit arising therefrom.

41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.

42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.

43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. [SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO

AND CREDE CONSTRUCTION ADVISORY, LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF SAN BERNARDINO
APPROVED BY:

Rochelle Clayton
Acting City Manager
ATTESTED BY:

Genoveva Rocha, CMC
City Clerk
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney

CONSULTANT
Signature
Colby Durnin
Name
Manager
Title
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PROFESSIONAL SERVICES AGREEMENT

EXHIBIT A
CREDE will bill a flat monthly fee of $90,929 for twelve months, per the above fee proposal, as provided to the City as part of the RFQual Response.

The Coronavirus State and Local Fiscal Recovery Funds (SLFRF) program authorized by the American Rescue Plan Act (ARPA) will be used for the total cost of the agreement in the amount of $1,091,148.

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PLANNING, PRE-DEVELOPMENT AND PRE-CONSTRUCTION PHASE– 2-3 MONTHS – DECEMBER 2024 -JANUARY/FEBRUARY 2025
The planning, pre-development and pre-construction phase is critical for setting the foundation for the Project’s success. CREDE will provide the following comprehensive services during the Planning, Pre-Development and Pre-Construction period, focusing on Project planning, schedule, budget, risk management, and detailed design coordination. The key services we will be providing include:

1.1 Project Planning and Feasibility Studies
• Project Scoping: We work closely with the City, Modular Building Manufacturer and any other stakeholders to define Project requirements, goals, and objectives, ensuring the Project scope aligns with the City’s vision and regulatory requirements. Meet with the City Project representatives and Modular Building Manufacturer’s Project Team on a weekly basis, and more often as needed, to obtain real time feedback on design and planning to keep the Project on schedule and on track.
• Feasibility Assessment: Our team conducts feasibility studies to evaluate site conditions, utility availability, zoning regulations, and other potential constraints that could impact the Project timeline and budget.
• Value Engineering: We will provide Value Engineering suggestions to optimize design decisions and material selections, as well as to reduce costs. We strive to ensure costeffective solutions without compromising quality.

1.2 Scheduling
• Master Schedule Creation: We will develop a detailed master schedule that covers every phase of the Project, from initial planning, design, permitting, construction through to certificates of occupancy and Project completion. We identify all critical milestones and deliverables.
• Phasing Plan: Given the Modular nature of the Project, we will create a Phasing Plan that integrates the off-site fabrication process with on-site construction activities. This will minimize disruption to on-site construction progress and maximizing the efficiency of the overall construction. We will work with the Modular Building Manufacturer and the General Contractor to include a storage and delivery schedule to ensure proper and timely assembly.

1.3 Design Coordination and Permitting
• Design Review and Project Meetings: Our team will schedule and run regular weekly Owner Architect Contractor (OAC) design meetings with the Modular Building Manufacturer’s team of Architects, Engineers, Contractors (when identified) and City representatives to ensure that all designs align with the Project’s goals and regulatory requirements.
• Permitting Assistance: We provide comprehensive support to the Modular Building Manufacturer in obtaining all necessary permits, including building permits, environmental clearances, abatement and demolition permits, and utility approvals, ensuring compliance with local, state, and federal regulations.

1.4 Risk Management, Insurance, Labor Standards and Compliance • Risk Assessment: We will identify potential risks, such as permit delays, materials and systems with long lead times, supply chain disruptions or weather-related delays, and develop mitigation strategies to address these challenges proactively.

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• Insurance and Bonding: We will be providing assistance with securing appropriate contractor and sub-contractor insurance coverage and payment, performance and completion bonds (if requested by the City) to protect the City throughout the Project. • Labor Standards: We will create an integrated system of processes, checks and balances to ensure all labor Standards are properly enforced and adhered to by all contractors throughout the project. We will enforce State Public Works, Davis Bacon and HUD Section 3 required contract compliance programs.
• Compliance Onboarding and Implementation: Our team will confirm that the General Contractor and all Contractors have appropriate Registrations, Licenses, Workers Comp Insurance and are not debarred from working on a State, City, HUD or Federal Project.

We will review required start-up compliance documents before contractors start any work on the Project and we will hold Pre-Construction compliance meetings.

CONSTRUCTION PHASE- 9 MONTHS – FEBRUARY 2025 – NOVEMBER 2025 Our construction management services ensure seamless execution of the Project, with a focus on quality control, safety, compliance and Project coordination. The construction phase for a Modular Navigation Center requires specialized management to properly and efficiently integrate the Modular components with on-site construction activities.

2.1 Site Management and Coordination
• Logistics Planning: During the construction period we will manage the logistics of storing, transporting and assembling Modular units on-site with the Modular Building Manufacturer. This includes coordination with the supplier, transportation providers, crane operators, and other subcontractors to ensure timely and efficient delivery. • On-Site Supervision: Our Project management team will be on-site weekly once the construction starts to oversee all activities, including excavation, utility installation, foundation work, unit assembly and interior finish work. • Coordination with Off-Site Fabrication: We maintain constant communication with the Modular Building Manufacturer to synchronize on-site preparation with off-site production, storage and delivery, ensuring a smooth workflow. The Modular Building Manufacturer will be involved in all weekly OAC meetings. • Client Reporting: We will provide an updated Project Master Budget once per month.

Our team will provide Weekly Progress Reports and provide Monthly Development and Work Summary Reports outlining permitting, design, construction and scheduling activities so the City is informed of all development and construction activities.

2.2 Quality Assurance and Control
• Inspections and Testing: We will identify and engage on behalf of the City a testing and inspection lab to perform regular inspections and testing of materials and work to confirm compliance with the Project’s plans, specifications and local building codes. All testing and inspection reports are provided to the City as they become available. • Quality Control Plan: Our team implements a rigorous quality control plan to verify that each Modular Unit meets design specifications prior to installation.

2.3 Contractor Compliance and Monitoring
• Compliance Monitoring: Our team will track, monitor and enforce all Labor Compliance requirements are being met on the project (Federal Davis Bacon and Related Acts 29 CFR part 5 and HUD as outlined in recipients General Conditions including Section 3 hiring and Packet Page. 1099
contract award). This includes ongoing DIR, CSLB and Business License expiration monitoring and enforcement.

2.4 Schedule Management
• Schedule Monitoring: Our Project Managers will monitor progress against the Master Schedule and when potential delays are identified, we will work with the General Contractor and Sub-Contractors to come up with changes in sequencing of the work to minimize impacts to schedule and cost. Real-time reporting systems will provide the City with up-to-date information on Project milestones. Monthly reporting to the City will also summarize construction progress, schedule updates and any deviations to the schedule.
• Phased Delivery: We will work with the Modular Building Manufacturer on the phasing plan to deliver the Modular units in phases. We will explore the possibility of allowing for individual certificates of occupancy while construction continues with remaining modular buildings that are part of the Project, expediting the City’s ability to address immediate housing needs. This will be included in our planning for the construction delivery schedule, site management plan and safety plans.

2.5 Change Management
• Change Order Tracking: We will implement a robust change management process to track and document any changes in the Project scope, budget, or timeline, ensuring transparency and accountability.
• Impact Analysis: Any proposed changes are thoroughly analyzed for potential impact on the Project Schedule and Project Budget, and recommendations are provided to the City for decision-making.

2.6 Closeout and Commissioning
• Final Inspections: Once the Modular Units are assembled and the Project is nearing completion, our team will conduct final inspections to ensure all elements meet Project specifications and compliance standards.
• Punch List Management: We work closely with the General Contractor and Subcontractors to address any punch list items promptly, ensuring the Project’s smooth closeout.
• Turnover and Commissioning: Upon successful completion of all phases, we will assist the City with the final turnover of the Project, including training City Staff and/or the selected Operator on the operation and maintenance of the Modular Housing Units, and providing as-built documentation.
• Final Audit Reporting: Final retention audit begins upon job completion (before final retention release). The final review includes: Confirmation of all Labor and Prevailing Wage Compliance, apprentice hiring, fringe/training payments and Section 3 requirements have been met by all contractors who performed labor on the Project. • Final Agency Reporting: During the Project, we will provide copies of all Contractors’ final affidavits. We will also provide digital copies of all documents at final closeout of the Project. We will assist with all Agency final reporting needed for Diverse Business Enterprise Contracting, Section 3 employment and Prevailing Wage final reporting. We will provide a letter confirming prevailing wage has been monitored and met for this Project for closeout approval use.

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PROFESSIONAL SERVICES AGREEMENT

EXHIBIT B

KEY PERFORMANCE INDICATORS OR PERFORMANCE REQUIREMENTS

1. Performance Expectations
• A Performance Measurement Plan (“Performance Plan”) will be developed by the City Community Development & Housing Department, and will be reviewed on a quarterly basis.
• Consultant will track and document all performance measures identified in the Performance Plan. Measures will include, but are not limited to, the measures listed below:
• Consultant will develop and distribute, electronically, a monthly summary report showing the current status and 12-month trend of each performance measure • Consultant will attend quarterly meetings scheduled by the City Community Development & Housing Department and present and discuss performance measures • Consultant will track all cost savings for all orders requested by Waste Resources and will report their total Cost Savings on a quarterly basis

2. Performance Measures

1. Safety:
a. Definition: the condition of being protected from or unlikely to cause danger, risk, or injury
b. Safety Measures are related to PW projects when a contractor is conducting work on a county facility and/or delivers materials and services to a county facility

2. Quality:
a. Definition: the standard of something as measured against other things of a similar kind; the degree of excellence of something.
b. Quality Measure is related to final result of a product or service. Ex. was the monitor installed correctly, crooked, upside down? Were monthly/annual inspections done correctly/on time, were they incomplete.

3. Cost Savings:
a. Definition: a reduction in expenses, especially in business b. Cost Savings Measure is related savings that a vendor makes and passes on to the County.

4. On-Time Delivery:
a. Definition: On Time Delivery or OTD refers to a key performance indicator measuring the rate of finished product and deliveries made in time. This rate is expressed in a total number of units delivered within a set period defined by the customer and the supplier.
b. On-Time Delivery measure is related to service contracts, were the samples delivered on time to the lab. This can also refer to pick-up services such as with environmental contracts that deal with hazardous samples.

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Exhibit C
Funding Sources
Source Type Status Expenditure
Deadline
CDBG Federal Committed 4/1/2025
ARPA Federal Committed 12/31/2026
HOME ARP Federal Committed 9/1/2030
HHAP 3 State Committed 6/30/2026
San Bernardino County TBD Pledged TBD
Hospital/HMO Funding Private Donation Pledged TBD

EXHIBIT D
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The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice to be provided advising the said labor union or workers' representatives of the Consultant's Packet Page. 1103
commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

The City further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work:

The City agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of the Consultant and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The City further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who Packet Page. 1104
has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the City agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant (contract, loan, insurance, guarantee) for this project; refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF.

Appendix II to Part 200 (D) – Copeland “Anti-Kickback” Act: Not applicable to this Agreement since it is funded by CSLFRF.

Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:

Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Consultant or subcontractor under any such contract or any other Federal contract with the Consultant, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sums as may be determined to be necessary to satisfy any liabilities of Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section.

Subcontracts. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower-tier subcontracts. The Consultant shall be Packet Page. 1105
responsible for compliance by any subcontractor or lower-tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.

Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement:

Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act:

Appendix II to Part 200 (H) – Debarment and Suspension:

This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further Packet Page. 1106
agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this Agreement.

Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials:

Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system funded under this Agreement. As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).

For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Packet Page. 1107
Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).

Telecommunications or video surveillance services provided by such entities or using such equipment.

See Public Law 115-232, section 889 for additional information.

Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement:

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CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321)
Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.

Affirmative steps shall include:

Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by the City.

COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL

Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference.

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Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference.

Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference.

Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20.

New Restrictions on Lobbying, 31 C.F.R. Part 21.

Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.

False Statements. Consultant understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

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Protections for Whistleblowers.

The list of persons and entities referenced in the paragraph above includes the following:

Consultant ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Packet Page. 1111
Part 22 and other pertinent executive orders such as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents.

Consultant agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities.

As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067.

For more information on LEP, please visit http://www.lep.gov.

Consultant understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Consultant, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Consultant for the period during which it retains ownership or possession of the property.

Consultant shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include Packet Page. 1112
investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. Consultant shall comply with information requests, on-site compliance reviews, and reporting requirements.

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COMPLIANCE WITH AMERICAN RESCUE PLAN ACT (ARPA)

CORONAVIRUS LOCAL FISCAL RECOVERY FUND (CLFRF) FEDERAL GUIDELINES

Contractor agrees to comply with the following:

B. In accordance with Title 2 C.F.R. Section 200.471, costs incurred for telecommunications and video surveillance services or equipment such as phones, internet, video surveillance, cloud servers are allowable except for the following circumstances: Obligating or expending covered telecommunications and video surveillance services or equipment or services (as described in Title 2 C.F.R. Section 200.216) to: 1) Procure or obtain, extend or renew a contract to procure or obtain; 2) Enter into a contract (or extend or renew a contract) to procure; or 3) Obtain the equipment, services, or systems, as described in Title 2 C.F.R. Section 200.216 that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities) and: (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications Packet Page. 1114
equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); (ii) Telecommunications or video surveillance services provided by such entities or using such equipment; and (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. In implementing the prohibition under Public Law 115-232, section 889, subsection (f), paragraph (1), heads of executive agencies administering loan, grant, or subsidy programs shall prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered communications equipment and services, to procure replacement equipment and services, and to ensure that communications service to users and customers is sustained.

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G. Contract Work Hours and Safety Standards Act (40 U.S.C. Sections 3701-3708). Where applicable, all contracts awarded by the non-Federal Contractor in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with Title 40 U.S.C.

Sections 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. Part 5).

I. Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by Title 41 U.S.C. Section 1908, must address administrative, contractual, or legal remedies in instances where Contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

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J. All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal Contractor including the manner by which it will be effected and the basis for settlement.

Section 60-1.3 must include the equal opportunity clause provided under Title 41 C.F.R. Section 60-

During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in Packet Page. 1117
furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant Packet Page. 1118
orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

O. Contractor shall comply with Title 2 Code of Federal Regulations Part 200 (Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards), including, but not limited to, Title 2 C.F.R. Section 200.303 (internal control), Title 2 C.F.R. Sections 200.331 through 200.333 (subrecipient monitoring and management), and Title 2 C.F.R. Part 200 Subpart F (audit requirements), as these sections currently exist or may be amended. The use of funds must also adhere to official federal guidance issued or to be issued on what constitutes an eligible expenditure.

Any funds expended by Contractor or its subcontractor(s) in any manner that does not adhere to official federal guidance shall be returned to the County. Contractor agrees to comply with all official guidance regarding the ARPA CLFRF. Contractor also agree that as additional federal guidance Packet Page. 1119
becomes available, an amendment to this Contract may become necessary. If an amendment is required, Contractor agrees to promptly execute the Contract amendment.

P. Contractor shall retain documentation of all uses of the funds, including but not limited to invoices and/or sales receipts in a manner consistent with Title 2 C.F.R. Section 200.334 (retention requirements for records). Such documentation shall be produced to City upon request and may be subject to audit. Unless otherwise provided by Federal or State law (whichever is the most restrictive), Contractor shall maintain all documentation connected with its performance under this Contract for a minimum of five (5) years from the date of the last payment made by City or until audit resolution is achieved, whichever is later, and to make all such supporting information available for inspection and audit by representatives of the City, the State or the United States Government during normal business hours at Contractor. Copies will be made and furnished by Contractor upon written request by City.

Contractor shall provide a monthly report of expenditures under this Contract no later than the 20th day of the following month.

U. Universal Identifier and System for Award Management (SAM), Title 2 C.F.R. Part 25.

V. Reporting Subaward and Executive Compensation Information, Title 2 C.F.R. Part 170.

Part 19. Debarment and Suspension (Executive Orders 12549 and 12689) - A contract award (see 2 Packet Page. 1120
C.F.R. Section 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at Title 2 C.F.R. Part 180 that implement Executive Orders 12549 (3 C.F.R. Part 1986 Comp., p. 189) and 12689 (3 C.F.R.

X. Recipient Integrity and Performance Matters, pursuant to which the award terms set forth in Title 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference.

Y. Government Requirements for Drug-Free Workplace, Title 31 C.F.R. Part 20.

Z. New Restrictions on Lobbying, Title 31 C.F.R. Part 21.

AA.Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. Sections 4601- 4655) and implementing regulations.

BB.Applicable Federal environmental laws and regulations.

CC.Statutes and regulations prohibiting discrimination include, without limitation, the following:
i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) and Treasury’s implementing regulations at Title 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance.
ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability.
iii. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. Section 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance.
iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. Sections 6101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.
v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. Sections 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.

DD.Contractor understands that making false statements or claims in connection with the ARPA funded activities is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

EE. Any publications produced with ARPA funds must display the following language: “This project [is being] [was] supported, in whole or in part, by federal award number SLT-0628 awarded to San Bernardino County by the U.S. Department of Treasury.”
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FF. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Contractor is being encouraged to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented, or personally owned vehicles.

Sections 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at Title 31 C.F.R. Part 22 and other pertinent executive orders such as Executive Order 13166, directives, circulars, policies, memoranda and/or guidance documents.
ii. Acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency,” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, have Limited English proficiency (LEP). Contractor understands that denying a person access to its programs, services, and activities, because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury’s implementing regulations. Contractor shall initiate reasonable steps, or comply with the Department of the Treasury’s directives, to ensure LEP persons have meaningful access to its programs, services, and activities. Contractor understands and agrees that meaningful access may entail provide language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication.
iii. Agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services, and activities. iv. Agrees to maintain a complaint log of any complaints of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome.

Section 2000d et seq.), as implemented by the Department of the Treasury’s Title VI regulations, Title 31 C.F.R. Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial Packet Page. 1122
assistance, 42 U.S.C. Section 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, Title 31 C.F.R. Sections Part 22, and herein incorporated by reference and made a part of this contract or agreement.” JJ. Contractor shall cooperate in any enforcement or compliance review activities by the City, and/or the Department of the Treasury. Contractor shall comply with information requests, on-site compliance reviews, and reporting requirements.

KK.Contractor shall maintain records and financial documents sufficient to evidence compliance with section 603(c), regulations adopted by Treasury implementing those sections, and guidance issued by Treasury regarding the foregoing.

LL. City has the right of access to records (electronic or otherwise) of Contractor in order to conduct audits or other investigations.

NN.Contractor must disclose in writing any potential conflict of interest in accordance with Title 2 C.F.R.

Section 200.112.

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EXHIBIT E

COMPLIANCE WITH IEHP FUNDING AGREEMENT
The Contractor shall comply with Title 2, California Code of Regulations, Sections 11105 et seq, as may be amended from time to time. Contractor further agrees to comply with the below language and include this language in its contract and the contract for any subcontractor on the project.

1. During the performance of this contract, contractor and its subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, reproductive health decision making, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractors and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. Contractors and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 11000 et seq.). The applicable regulations of the Civil Rights Council implementing Government Code section 12990, set forth in Subchapter 5 of Division 4.1 of Title 2 of the California Code of Regulations are incorporated into this contract by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

2. Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the contract.

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NAVIGATION CENTER FUNDING MATRIX – CONSTRUCTION
Funding
Source
Obligation
Deadline
Expenditure
Deadline Eligible Activities Overview Additional Links / Notes ARPA
($16,950,000)
December
31, 2024
December 31,
2026
 Replacing Public Sector Revenue Loss
 Responding to the impacts of the pandemic
 Premium Pay for Essential Workers
 Broadband, water, and sewer Infrastructure
 Emergency Relief from Natural Disasters
 Surface Transportation Projects (complicated…)
 CDBG / Title 1 Projects
ARPA Eligible Uses & Documentation
https://home.treasury.gov/policyissues/coronavirus/assistance-for-statelocal-and-tribal-governments/state-andlocal-fiscal-recovery-funds/eligible-uses CDBG
($1,901,365) N/A
Every April 30*
*City cannot
carry over 1.5x
its annual
allocation to
the following
year
 Administration & Planning (20% cap of total allocation)  Acquisition or disposing of Real Property
 Public Services (15% cap of total allocation)
 Public Facilities
 Interim Assistance and Relocation
 Housing Rehabilitation & Economic Development
 Homeownership Assistance
Note: All activities must
o Benefit low/moderate income persons
o Prevent or eliminate slums or blight
o Meet an urgent need
Complete Federal Code for CDBG
https://www.ecfr.gov/current/title24/subtitle-B/chapter-V/subchapter-C/part570 CDBG Eligible Activity Matrix Codes*
https://files.hudexchange.info/resources/do
cuments/Matrix-Code-Definitions.pdf
*Serves as an excellent cheat sheet for eligible
CDBG activities; however, it requires additional
research to understand the rules and nuances for
each activity.

Donations
($1,570,000) N/A N/A  Project Specific; based on submitted requests. (Navigation Center Construction) N/A
HHAP-3 Grant
($808,385) N/A June 30, 2026  Project Specific; based on submitted application. (Navigation Center Construction)
Approved Grant Agreement
https://sanbernardino.primegov.com/Portal/
viewer?id=3620&type=2

HOME-ARP
($4,299,671) N/A September 30, 2030
 Affordable Rental Housing
 Tenant-Based Rental Assistance
 Emergency Shelters (construction only)
 Supportive Services
HOME-ARP Guidelines
https://www.hud.gov/sites/dfiles/OCHCO/do
cuments/2021-10cpdn.pdf
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Mayor and City CouncilDecember 4, 2024

Mayor and City Council
December 4, 2024