Agenda packet, regular meeting, third session — San Clemente City Council, January 14, 2025 (part 2 of 3)

FILE DESCRIPTION DATE RETENTION DATE

RANGE SCHEDULE DESTROY
12 City Payroll Reports & Tax Records 2015 7 years 21 /22 13 City Merchant Bankcard Statement FY 13/14, 14/15 7 years 21/22 14 CASA Merchant Bankcard Statement FY 14/ 15 7 years 21 /22 15 CASA CIR Envelopes FY 13/14 & 14/15 7 years 21/22
16 City & CASA Bank Reconciliations (July - Dec FY 14/15 7 years 21/22 2014)
17 City & CASA Bank Reconciliations (Jan - June FY 14/15 7 years 21/22 2015)
CASA A/P Posting List, CASA A/P Invoice
18 Posting List, Project O/H Posting List, Project FY 15/16 7 years 22/23 Exp Trans Report, P/R Check Posting List
19 Payroll City Tax Returns, Ins Reports CY 2016 7 years 22/23 20 City & CASA Merchant Bankcard Statement FY 15/16 7 years 22/23 21 CASA & City Cashier's Receipts 2013 - June 2016 7 years 22/23 22 City Bank Reconciliations (July - De"c 2015) FY 15/16 7 years 22/23 23 City Bank Reconciliations (Jan - June 2016) FY 15/16 7 years 22/23 24 CASA Bank Reconciliations 13/14, 14/15, 15/16 7 years 22/23 Proj Acct O/H Posting Li st (FY 12/13 & 16/17),
25 Proj Exp Tran & Report (FY 12/13 & 16/1 7), 12/13, 16/17 7 years 23/24 CASA AP Check Posting (FY 16/17), CASA AP
Invoice Posting (FY 16/1 7)
26 P/R GL Account Posting List (FY 15/16 & 15/16, 16/17 7 years 23/24 16/17), P/R Check Posting List (FY 16/17)
27 CASA Payroll Tax Returns CY 2014-2017 7 years 23/24
28 Transportation Corridor (FY 08/09 - FY 16/17), FY 08/09-16/17 7 years 23/24 La Pata Road Fees (FY 05/06 - 16/17)
29 CASA Merchant Bankcard FY 16/17 7 years 23/24
30 Bank Rec City (5/17 - 6/17), Bank Rec CASA FY 16/17 7 years 23/24 FY 16/17
31 Bank Rec City (12/16 - 4/17) FY 16/17 7 years 23/24
ACCOUNTING:
1 Accountant Files FY 2012 7 years 18/19
2 Accountant Files (Box 1 of 2) FY 2012 7 years 18/19
3 Accountant Files (Box 2 of 2) FY 2012 7 years 18/19
5 Investment Reports FY 2011-13 7 years 19/20
4 Investment Reports FY 2014 7 years 20/21
6 Journal Entries (Jul 2012 - Oct 2012) FY 2013 7 years 19/20 7 Journal Entries (Nov 2012 - Feb 2013) FY 2013 7 years 19/20 8 Journal Entries (Mar 2013 - Jun 2013) FY 2013 7 years 19/20 9 Journal Entries (June 2013 PER 13) FY 2013 7 years 19/20 10 Journal Entries (Jul 2013 - Oct 2013) FY 2014 7 years 20/21 11 Journal Entries (Nov 2013 - Feb 2014) FY 2014 7 years 20/21 12 Journal Entries (Mar 2014 - June 2014) FY 2014 7 years 20/21 13 Journal Entries (June 2014 PER 13) FY 2014 7 years 20/21 14 Journal Entries (July 2014 - Nov 2014) FY 2015 7 years 21 /22 15 Journal Entries (Dec 2014 - Mar 2015) FY 2015 7 years 21 /22 16 Journal Entries (Apr 2015 - June 2015) FY 2015 7 years 21 /22 17 Journal Entries (June 30, 2015, Period 13) FY 2015 7 years 21 /22 18 Journal Entries (July 2015 - Oct 2015) FY 2016 7 years 22/23 19 Journal Entries (Nov 2015 - Feb 2016) FY 2016 7 years 22/23 12

Page 3 ends

FILE DESCRIPTION DATE RETENTION DATE

RANGE SCHEDULE DESTROY
20 Journal Entries (Mar 2016 - June 2016) FY 2016 7 years 22/23 21 Journal Entries (June Per. 13) FY 2015 7 years 21/22 22 Senior Accountant Files FY 2014 7 years 20/21
23 Senior Accountant Files FY 2013 7 years 19/20
24 Senior Accountant Files FY 2015 7 years 21 /22
25 Senior Accountant Files FY 2016 7 years 22/23
26 Wittman Reconciliations FY 2011-2013 7 years 19/20
27 Wittman Reconciliations FY 2013-2015 7 years 21/22
28 Journal Entries (July 2016-Oct 2016) FY 16/17 7 years 23/24 29 Journal Entries (Nov 2016-Feb 2017) FY 16/17 7 years 23/24 30 Journal Entries (Mar 2017-Jun 2017) FY 16/17 7 years 23/24 31 Journal Entries (June Per. 13) FY 16/17 7 years 23/24 32 Senior Accountant Files FY 16/17 7 years 23/24
ACCOUNTS RECEIVABLE:
1 Invoice & Receipt Postings FY 12/13 7 years 19/20
2 Invoice & Receipt Postings FY 13/14 7 years 20/21
3 Invoice & Receipt Postings FY 14/15 7 years 21 /22
4 Invoices (July - Dec 2012) FY 12/13 7 years 19/20
5 Invoices (Jan - June 2013) FY 12/13 7 years 19/20
6 Invoices (July 2013 - Feb 2014) FY 13/14 7 years 20/21 7 Invoices (July - Dec 2014) FY 14/15 7 years 21/22
8 Invoices (Jan - June 2015) FY 14/15 7 years 21/22
9 Invoices (July - Mar 2016) FY 15/16 7 years 22/23
10 AIR Invoice Posting & AIR Receipt Posting FY 15/16 7 years 22/23 Lists 11 Alarm Permit Renewals & Applications FY 12/13 6 years 18/19 12 Alarm Permit Renewals & Applications FY 13/14 6 years 19/20 13 Alarm Permit Renewals & Applications FY 14/15 6 years 20/21 14 Golf Receipt Tapes (July 2011 - Nov 2013) FY 12/13 7 years 19/20 15 Golf Receipt Tapes (11/7/13 - 12/31/15) FY 13/14, 15/16 7 years 22/23 16 Transient Occupancy Tax (Box 1 of 2) FY 07, 08, 09 7 years 15/16 17 Transient Occupancy Tax (Box 2 of 2) FY 07, 08, 09 7 years 15/16 18 Transient Occupancy Tax (Box 1 of 2) FY 09, 10, 11, 12 7 years 18/19 19 Transient Occupancy Tax (Box 2 of 2) FY09, 10, 11, 12 7 years 18/19 20 Transient Occupancy Tax FY 12/13, 13/14 7 years 20/21 21 Cashier's Receipts (Animal Shelter) FY 11/12, 12/13 6 years 18/19 22 Ambulance Billing (Box 1 of 4) FY 14/15 7 years 21 /22 23 Ambulance Billing (Box 2 of 4) FY 14/15 7 years 21/22 24 Ambulance Billing (Jul-Oct) FY 15/16 7 years 22/23
25 Ambulance Billing (Oct-Feb) FY 15/16 7 years 22/23
26 Closed Cell Site Leases & False Alarm Files 2014 7 years 21 /22 ' 2014) 27 Closed Lease Agreements (to 2016) 2016 7 years 22/23 28 AIR Concession Payments FY 1997-2016 7 years 22/23
29 Victim/Witness Assistance Program 2006-2013 7 years 19/20 30 MD Collections (2010-2014), Wittman Hardship 2007-2014 7 years 20/21 Letters (2007-2013) 31 BK, Ins Claims, Possessorv Interest, SB-90 2003-2014 7 years 20/21 32 AIR Invoices (March 2016-June 2017) FY 16/17 7 years 23/24 33 AIR Invoices (Sep 2016-Feb 2017) FY 16/17 7 years 23/24 34 Admin Citations FY 14/15, 15/16, 16/17 7 years 23/24 13 FILE DESCRIPTION
35 AIR Invoice Posting Lists, AIR Receipt Posting
Lists
36 Alarm Permit Renewals & Applications
37 AIR Invoices (April 2016-Aug 2017), Misc Old
Inv's (6/2010 - 2/2015)
CASH RECEIPT ENVELOPES:
1 - 25 7/1/2012 - 6/30/2013 (25 boxes)
26 - 46 7/1 /2013 - 6/30/2014 (21 boxes)
47 - 77 7/1 /2014 - 6/30/2015 (31 boxes)
78 - 112 7/1 /2015 - 6/30/2016 (35 boxes)
113-145 7/1/2016 - 6/30/2017 (33 boxes)
UTILITY BILLING:
1 UB Month End (Apr 2012 - Sep 2012)
2 UB Month End (Oct 2012 - Feb 2013)
3 UB Month End (Mar 2013 - Jun 2013)
4 UB Month End (Jul 2013 - Dec 2013)
5 UB Month End (Jan 2014 - Jun 2014)
6 UB Month End (Jan 2015 - Jun 2015)
7 UB Month End (Jul 2014 - Dec 2014)
8 UB Payments (1/5/10 - 1/21 /10)
9 UB Auto Pav (July 2008 - June 2013)
BANK RECONCILIATIONS:
1 City Bank Rec (July 2012 - Dec 2012)
2 City Bank Rec (Jan 2013 - June 2013)
3 City & Animal Shelter (July 2013 - Dec 2013)
4 City & Animal Shelter (Jan 2014 - June 2014)
5 Merchant Bank Card - City
6 Merchant Bank Card - CASA
7 Merchant Bank Card - CASA
8 Merchant Bank Card - City (July 2013 - Dec
2013)
City Clerk
City Attorney
DATE
RANGE
FY 16/17
FY 15/16 & 16/17
2010-2017
FY 12/13
FY 13/14
FY 14/ 15
FY 15/16
FY 16/17
FY 11/12 & 12/13
FY 12/13
FY 12/13
FY 13/14
FY 13/14
FY 14/15
FY 2015
FY 10/11
FY 2009 - 2013
7 Date
Date
Date
FY 12/13
FY 12/13
FY 13/14
FY 13/14
FY 12/13
FY 12/13
FY 13/14
FY 13/14

Page 4 ends

RETENTION DATE

SCHEDULE DESTROY
7 years 23/24
7 years 23/24
7 years 23/24
6 years 18/19
6 years 19/20
6 years 20/21
6 years 21 /22
6 years 23/24
7 years 19/20
7 years 19/20
7 years 19/20
7 years 20/21
7 years 20/21
7 years 21/22
7 years 21/22
7 years 17/18
7 years 19/20
7 years 19/20
7 years 19/20
7 years 20/21
7 years 20/21
7 vears 19/20
7 years 19/20
7 years 20/21
7 years 20/21
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING

CITY OF SAN CLEMENTE
Meeting Date: January 14, 2025 Agenda Item: 11F.

Submitted By: Public Works
Prepared By: Masako Hennequin, Associate Civil Engineer Subject:
..titl e

CONSIDERATION OF A RESOLUTION TO ACCEPT AND FILE A NOTICE OF COMPLETION FOR THE PAVEMENT PRESERVATION PROGRAM - CRACK FILLING, CIP PROJECT NO. 25304 ..body
Fiscal Impact:

The total construction cost of $123,880 was within the approved construction budget of $162,435 from the General Fund, Account Number 001-416-45730-000-25304.

Summary:

Before the City Council is a Resolution and Notice of Completion for the Pavement Preservation Program - Crack Filling (Attachments 1 and 3).

Background:

On October 1, 2024, the City Council awarded a construction contract to Roy Allan Slurry Seal, Inc. for the Pavement Preservation Program - Crack Filling (Attachment 4). The project consisted of asphalt pavement maintenance by filling cracks on various streets to prevent further damages to the pavement and to extend the life of the existing pavement. The crack filling work was performed within streets as listed in Attachment 2.

After Crack Filling After Crack Filling
1 Meeting Date: January 14, 2025 Agenda Item: 11F.

CITY OF SAN CLEMENTE
A summary of the total construction expenditures is provided below:

Construction Management and Inspection $ 11,654
Construction 112,226
Total Project Construction Cost $123,880
Council Options:
 Adopt Resolution No. 25-05, which would accept the completed Pavement Preservation Program - Crack Filling, CIP Project No. 25304.
 Modify and adopt Resolution No. 25-05.
 Continue the item with direction to provide additional information.

Environmental Review/Analysis:

This project was previously determined to be categorically exempt from the California Environmental Quality Act (CEQA) under Class 1 (Existing Facilities, 14 CCR section 15301) of the State CEQA Guidelines.

Recommended Actions:
..recommendation
Staff recommends that the City Council Adopt Resolution No. 25-05, which will:

1. Accept the Pavement Preservation Program - Crack Filling, CIP Project No. 25304, from Roy Allan Slurry Seal, Inc.;

2. Authorize the Public Works Director to execute and record the Notice of Completion for the Pavement Preservation Program - Crack Filling, CIP Project No. 25304;

3. Authorize the City Clerk to release the payment bond 35 days from the recordation of the Notice of Completion upon verification with the Engineering Division that no liens have been levied against the Contractor, Roy Allan Slurry Seal, Inc.; and

4. Authorize the City Clerk to release the performance bond for this project upon receipt of a warranty bond in a form acceptable to the Public Works Director in the amount of 25% of the total construction cost.
..end
Attachment:

1. Resolution No. 25-05

2. Crack Filling Street List

3. Notice of Completion

4. Staff Report dated October 1, 2024 (without attachments) Notification:

None.
2 Attachment 1
RESOLUTION NO. 25-05

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, ACCEPTING AS

COMPLETE THE PAVEMENT PRESERVATION PROGRAM
- CRACK FILLING, CIP PROJECT NO. 25304
WHEREAS, on October 1, 2024, the City Council awarded a construction contract to Roy Allan Slurry Seal, Inc. for Pavement Preservation Program - Crack Filling, CIP Project No. 25304; and
WHEREAS, the work consisted asphalt pavement maintenance work on City streets; and
WHEREAS, Roy Allan Slurry Seal, Inc. has completed the work to the satisfaction of the Public Works Director.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby resolve as follows:

Section 1. That the above recitations are true and correct.

Section 2. That the City Council accepts as complete the Pavement Preservation Program - Crack Filling, CIP Project No. 25304.

Section 3. That the City Council authorizes the Public Works Director to execute and the City Clerk to record a Notice of Completion for CIP Project No. 25304.

Section 4. That the City Council authorizes the City Clerk to release the payment bond for this project 35 days from the recordation of the Notice of Completion upon verification with the Engineering Division that no liens have been levied against the Roy Allan Slurry Seal, Inc.

Section 5. That the City Council authorizes the City Clerk to release the performance bond for this project upon receipt of a warranty bond in a form acceptable to the Public Works Director in the amount of 25% of the total construction cost.

Section 6. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of ____________________, 2025. 3 Resolution No. 25-05 Page 2
ATTEST:
___________________________ __________________________
City Clerk of the City of Mayor of the City of San
San Clemente, California Clemente, California

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-05 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of _________________, ________. __________________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
___________________________
Elizabeth A. Mitchell, City Attorney
4 No. Street Name From To
1 Calle Chiquita La Ronda La Ronda
2 Ave. La Ronda E. El Portal E. El Portal
3 Calle Lago N. El Camino Real end of cul de sac
4 Rincon Court Calle De Los Molinos end of cul de sac
5 Calle Puente W. Ave. Canada W. Ave. Palizada
6 Via Juarez Calle Juarez end of cul de sac
7 Calle Juarez Calle Frontera end of cul de sac
8 Calle Baranda Calle Juarez end of cul de sac
9 Calle Luego Calle Frontera Calle Gaucho
10 Calle Guadalajara Calle Nuevo Ave. Vaquero
11 Calle Gaucho Calle Guadalajara end of cul de sac
12 Calle Amigo end of cul de sac end of cul de sac
13 Calle Descanso Calle Amigo end of cul de sac
14 Calle Sorpreso Calle Frontera end of cul de sac
15 Calle Macho Calle Luego end of cul de sac
16 Calle Amable Calle Vallarta end of cul de sac
17 Calle Brisa Calle Vallarta end of cul de sac
18 Calle Contenta Calle Vallarta end of cul de sac
19 Calle Dulce Calle Vallarta end of cul de sac
20 Calle Embocadura Calle Vallarta end of cul de sac
21 Calle Cumbre Calle Vallarta end of cul de sac
22 Calle Fierros Calle Frontera end of cul de sac
23 Calle Ganadero Calle Frontera end of cul de sac
24 Calle Hidalgo end of cul de sac end of cul de sac
25 Via Hidalgo Calle Hidalgo end of cul de sac
26 Calle Chueca end of cul de sac end of cul de sac
27 Via Chueca Calle Chueca end of cul de sac
28 Calle Corral Calle Guadalajara end of cul de sac
29 Calle Reata Calle Guadalajara end of cul de sac
30 Calle Cuadra Calle Frontera Calle Gaucho
31 Calle Nuevo Camino De Los Mares end of cul de sac
32 Calle Morada Calle Nuevo end of cul de sac
33 Via Amapola Calle Nuevo end of cul de sac
34 Calle Piedras Calle Guadalajara Via Amapola
35 Via Bellota Calle Piedras end of cul de sac
36 Calle Esteban Calle Nuevo Calle Doncella
37 Calle Doncella Calle Guadalajara Calle Heraldo
Crackfill Street List
Appendix 3
Pavement Preservation Program, Project No. 25304
Attachment 2
5 38 Calle Heraldo Via Blanco Camino Vera Cruz
39 Via Blanco Calle Heraldo end of cul de sac
40 Arroyo Calle Heraldo end of cul de sac
41 Panadero Calle Heraldo end of cul de sac
42 Caminante Calle Heraldo end of cul de sac
43 Otero Calle Heraldo end of cul de sac
44 Campo Raso Calle Heraldo end of cul de sac
45 Charco Campo Raso end of cul de sac
46 Bello Panorama Camino Vera Cruz end of cul de sac
47 Arbolado Camino Vera Cruz end of cul de sac
48 Carretera Camino Vera Cruz end of cul de sac
49 Costero Risco Camino Vera Cruz end of public portion 50 Acantilado Calle Vallarta end of cul de sac
51 Calle Vallarta 856 Calle Vallarta Via Blanco
52 Malaguena Ave. Salvador end of cul de sac
53 Tibidabo Ave. Salvador end of cul de sac
54 Monserrat Ave. Salvador end of cul de sac
55 Dulcinea Monserate end of cul de sac
56 Vista Valinda Ave. Salvador end of cul de sac
57 Vista Alcedo Vista Valinda end of cul de sac
58 Vista Cantora Vista Valinda end of cul de sac
59 Vista Cayenta Vista Valinda Ave. Buena Suerte
60 Patero De Oro Ave. La Cuesta El Levante
61 Via Delfin Ave. San Pablo end of cul de sac
62 Calle La Serna Ave. San Pablo end of cul de sac
63 W. Ave. Magdalena Ave. Del Presidente S.. Ola Vista
64 Ave. Montalvo Ave. Calafia Ave. Lobiero
65 Ave. Lobiero Ave. Montalvo Ave. Montalvo
66 W. Ave. San Antonio S. Ola Vista W. Ave. Alessandro
67 Paseo De Cristobal Calle Toledo S. El Camino Real
68 Ave. Victoria Cazador Lane S. El Camino Real
69 W. Ave. Cabrillo Ave. Granada N. El Camino Real
70 E. Ave. Cabrillo N. El Camino Real Ave. De La Estrella 71 W. Ave. Palizada N. Ola Vista N. El Camino Real
72 Entrada Paraiso E. Ave. San Juan end of cul de sac
73 E. Ave. Ramona S. El Camino Real end of cul de sac
74 E. Ave. Junipero S. El Camino Real Entrada Paraiso
75 Calle Regla Entrada Paraiso end of cul de sac
76 Ave. Trieste E. Ave. Junipero end of cul de sac
77 E. Ave. San Juan S. El Camino Real Ave. Salvador
78 Via Promontorio Ave. Acapulco end of cul de sac
79 Via Delfin Ave. San Pablo end of cul de sac
80 Via Ensueno Ave. San Pablo end of cul de sac
6 Attachment 3
Recording Requested By:

City of San Clemente
When Recorded, Mail To:

Public Works Department
City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Recorded for the benefit of the City of San
Clemente and exempt from recording fees
pursuant to Government Code Section 27383.

Space above this line is for Recorder’s Use Only

NOTICE OF COMPLETION
Notice is hereby given by the City of San Clemente, a Municipal Corporation, that a public work of improvement has been completed as follows:

1. Project title or description of work: Pavement Preservation Program - Crack Filling, CIP Project No. 25304.

2. Date of completion: November 22, 2024.

3. Street address or legal description of the project site: Various streets.

4. Name of owner: City of San Clemente.

5. Interest or estate of owner: Public Facility; Owned in Fee.

6. Address of owner: 910 Calle Negocio, Suite 100, San Clemente, CA 92673

7. Name and address of contractor: Roy Allan Slurry Seal, Inc., 12643 Emments Way, Santa Fe Springs, CA 90670.

I am the Public Works Director / City Engineer for the City of San Clemente, a Municipal Corporation, the owner of the indicated interest or estate in the property described above.

I make this verification on behalf of the City of San Clemente. I have read this Notice of Completion and know its contents. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed on __________________________ in San Clemente, California. _________________________________
Dave Rebensdorf, Public Works Director / City Engineer
City of San Clemente
7 910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING

CITY OF SAN CLEMENTE
Meeting Date: October 1, 2024 Agenda Item: 11I
Submitted By: Public Works
Prepared By: Masako Hennequin, Associate Civil Engineer Subject:
..titl e

CONSIDERATION OF A RESOLUTION AWARDING A CONSTRUCTION CONTRACT TO ROY ALLAN SLURRY SEAL, INC. FOR PAVEMENT PRESERVATION PROGRAM - CRACK FILLING, CIP PROJECT NO. 25304; AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT IN AN AMOUNT NOT TO EXCEED $125,595; AND FINDING THE PROJECT CATEGORICALLY ..body EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT Fiscal Impact:

The estimated total construction cost of $162,435 is within the total approved budget amount of $250,000 from the Pavement Preservation Program, Account No. 001-416-45730-000-25304.

Summary:

Before the City Council is the award of a construction contract to Roy Allan Slurry Seal, Inc. in an amount not to exceed $125,595 and approval of a 15% project contingency, for the Pavement Preservation Program.

Background:

As a part of Pavement Preservation Program this project focuses on crack filling various local streets to repair cracks and to prevent further damages to the pavement. The proposed crack filling streets are listed in Attachment 2.

Existing cracks Existing cracks
On August 15, 2024, staff reached out to local contractors and published a notice inviting bids for this project in the SC Times and on PlanetBids. Bids were opened on September 5, 2024, and 1 Attachment 4
8 Meeting Date: October 1, 2024 Agenda Item: 11I

CITY OF SAN CLEMENTE
the results are presented in the table below. Bids ranged from $125,595 to $178,860. There were no local bidders from San Clemente. The lowest responsive and responsible bidder is Roy Allan Slurry Seal, Inc. of Santa Fe Springs, California with a total bid amount of $125,595.

Table 1. Bid Summary
Company Name Company Location Amount
Roy Allan Slurry Seal, Inc. Santa Fe Springs, CA $125,594.70 Mendoza Engineering Company,
Inc.

Fontana, CA $141,500.00
Global Road Sealing, Inc. DBA
GRSI
Stanton, CA $162,300.00
ONYX Paving Company, Inc. Anaheim, CA $178,860.00
Based on the lowest bid, the total estimated project construction cost is $162,435 as summarized below:

Table 2. Cost Summary
Construction Management and Inspection $18,000
Construction $125,595
Contingency (15%) $18,840
Total Estimated Construction Cost $162,435
As required by state law and City policy, the Roy Allan Slurry Seal, Inc. will be required to provide performance and payment bonds simultaneously with execution of the construction contract (Attachment 3). Project plans and specifications are on file in the City Clerk’s office.

Council Options:
 Adopt Resolution No. 24-156 (Attachment 1), awarding the Pavement Preservation Program – Crack Filling contract to Roy Allan Slurry Seal, Inc., authorizing the City Manager to execute a construction contract an amount not to exceed $125,595, approving a 15% project contingency of $18,840, and finding the project categorically exempt from CEQA under Class 1 (Existing Facilities, 14 CCR section 15301) of the State CEQA Guidelines.  Modify and adopt Resolution No. 24-156.
 Continue the item and direct staff to provide additional information.  Do not award the contract or construct the sidewalk improvements.

Environmental Review/Analysis:

This project is exempt from the California Environmental Quality Act (CEQA) under Class 1 (Existing Facilities, 14 CCR section 15301) of the State CEQA Guidelines because it consists of repairs to existing City facilities, involves negligible or no expansion of existing or former use and there is no possibility of a direct or reasonably foreseeable indirect effect on the environment. 92 Meeting Date: October 1, 2024 Agenda Item: 11I

CITY OF SAN CLEMENTE
Recommended Actions:

Staff Recommendation ..recommendation
Staff recommends that the City Council adopt Resolution No. 24-156, which will:
..recommendation

1. Find the Pavement Preservation Program – Crack Filling, CIP Project No. 25304, categorically exempt from the CEQA under Class 1 (Existing Facilities, 14 CCR section 15301) of the State CEQA Guidelines;

2. Award the Pavement Preservation Program – Crack Filling, CIP Project No. 25304, contract to Roy Allan Slurry Seal, Inc.;

3. Authorize the City Manager to execute a contract with Roy Allan Slurry Seal, Inc. in an amount not to exceed $125,595, in a form substantially similar to Contract No. C24-57 (Attachment 3) for the Pavement Preservation Program – Crack Filling, CIP Project No. 25304; and

4. Approve a 15% construction contingency of $18,840 for this project. ..end
Attachment:

1. Resolution No. 24-156

2. Proposed Crack Filling Streets

3. Contract No. C24-57
Notification:

All bidders
103
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING

CITY OF SAN CLEMENTE
Meeting Date: January 14, 2025 Agenda Item: 11G.

Submitted By: Public Works
Prepared By: Shawn Ryan, Deputy Public Works Director
Subject:
..titl e

CONSIDERATION OF A RESOLUTION TO ACCEPT AND FILE A NOTICE OF COMPLETION FOR THE RESERVOIR NO. 4 EXTERIOR COATING, CIP PROJECT NO. 23404 ..body Fiscal Impact:

The total construction cost of $208,183 was within the approved construction budget of $212,723 from the Water Fund Depreciation Reserve, Account No. 052-466-43420-000-23404.

Summary:

Before the City Council is a Resolution and Notice of Completion for the Reservoir No. 4 Exterior Coating (Attachments 1 and 2).

Background:

On April 16, 2024, the City Council awarded a construction contract to United Field Corporation for the Reservoir No. 4 Exterior Coating to rehabilitate deteriorating steel reservoir conditions (Attachment 3). The project included exterior coating with primer, intermediate and finished coats to extend the life of the steel reservoir.

Before Coating After Coating
A summary of the total construction expenditures is provided below:

Construction Management and Inspection $ 19,386
Construction 188,797
Total Project Construction Cost $208,183
1 Meeting Date: January 14, 2025 Agenda Item: 11G.

CITY OF SAN CLEMENTE
Council Options:
 Adopt Resolution No. 25-06, which would accept the completed Reservoir No. 4 Exterior Coating, CIP Project No. 23404.
 Modify and adopt Resolution No. 25-06.
 Continue the item with direction to provide additional information.

Environmental Review/Analysis:

Recommended Actions:
..recommendation
Staff recommends that the City Council Adopt Resolution No. 25-06, which will:

1. Accept the Reservoir No. 4 Exterior Coating, CIP Project No. 23404, from United Field Corporation;

2. Authorize the Public Works Director to execute and record the Notice of Completion for the Reservoir No. 4 Exterior Coating, CIP Project No. 23404;

1. Resolution No. 25-06

2. Notice of Completion

3. Staff Report dated April 16, 2024 (without attachments) Notification:

None.
2 Attachment 1
RESOLUTION NO. 25-06

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, ACCEPTING AS
COMPLETE THE RESERVOIR NO. 4 EXTERIOR COATING,
(CIP PROJECT NO. 23404)
WHEREAS, on October 1, 2024, the City Council awarded a construction contract to United Field Corporation for Reservoir No. 4 Exterior Coating, CIP Project No. 23404; and WHEREAS, the work consisted of exterior coating of Reservoir No. 4; and WHEREAS, United Field Corporation has completed the work to the satisfaction of the Public Works Director/City Engineer.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby resolve as follows:

Section 1. That the above recitations are true and correct.

Section 2. That the City Council accepts as complete the Reservoir No. 4 Exterior Coating, (CIP Project No. 23404) from United Field Corporation.

Section 3. That the City Council authorizes the Public Works Director to execute and the City Clerk to record a Notice of Completion for CIP Project No. 23404.

Section 6. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of ____________________, 2025.

ATTEST:
___________________________ __________________________
City Clerk of the City of Mayor of the City of San
San Clemente, California Clemente, California
3 Resolution No. 25-06 Page 2

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-06 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

City of San Clemente
When Recorded, Mail To:

Space above this line is for Recorder’s Use Only

NOTICE OF COMPLETION
Notice is hereby given by the City of San Clemente, a Municipal Corporation, that a public work of improvement has been completed as follows:

1. Project title or description of work: Reservoir No. 4 Exterior Coating, CIP Project No. 23404.

2. Date of completion: October 11, 2024.

3. Street address or legal description of the project site: 419 Avenida Salvador, San Clemente, CA.

4. Name of owner: City of San Clemente.

5. Interest or estate of owner: Public Facility; Owned in Fee.

6. Address of owner: 910 Calle Negocio, Suite 100, San Clemente, CA 92673

7. Name and address of contractor: United Field Corporation, 6906 Downing Avenue, Bakersfield, CA 93308.

I am the Public Works Director / City Engineer for the City of San Clemente, a Municipal Corporation, the owner of the indicated interest or estate in the property described above.

Executed on __________________________ in San Clemente, California. _________________________________
Dave Rebensdorf, Public Works Director / City Engineer
City of San Clemente
5 910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING

CITY OF SAN CLEMENTE
Meeting Date: April 16, 2024 Agenda Item: 10K
Submitted By: Public Works
Prepared By: Shawn Ryan, Senior Civil Engineer
Subject:
..titl e

CONSIDERATION OF A RESOLUTION AWARDING A CONSTRUCTION CONTRACT TO UNITED FIELD CORPORATION FOR THE RESERVOIR NO. 4 EXTERIOR COATING, CIP PROJECT NO. 23404, IN AN AMOUNT NOT TO EXCEED $170,178, AUTHORIZING THE CITY

MANAGER TO EXECUTE THE CONTRACT, AND FINDING THE PROJECT CATEGORICALLY EXEMPT ..body FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT Fiscal Impact:

The estimated total project construction cost of $212,723 is within the approved budget amount of $500,000 from the Water Fund Depreciation Reserve, Account Number 052-466-43420-000- 23404.

Summary:

Before the City Council is the award of a construction contract to Unified Field Services Corporation in an amount not to exceed $170,178, plus a 15% construction contingency, for the exterior rehabilitation of Reservoir No. 4.

Background:

The paint on the exterior of Reservoir No. 4 is in poor condition with rust and chalking present and needs rehabilitation to extend the life of steel reservoir. The proposed project includes full containment of the tank/work area due to its location on Avenida Salvador to minimize impacts to the neighboring homes during the preparation and application of all paint activities, primer, intermediate and finished coats.

Staff prepared a bid package, notified local contractors and advertised the project for competitive bidding on the PlanetBids website and in the SC Times and bids were
opened on January 18, 2024. The bids ranged from
$170,178 to $333,236 (see Attachment 4). While local
contractors have been notified of how to find and bid on City projects, there were no bids from contractors based in San Clemente. The lowest responsive and responsible bidder was Unified Field Services Corporation of Bakersfield, California with a total bid amount of $170,178. 1 Attachment 3
6 Meeting Date: April 16, 2024 Agenda Item: 10K

CITY OF SAN CLEMENTE
Company Name Company Location Amount
Unified Field Services Corp. Bakersfield, CA 170,177.90 Advanced Industrial Services, Inc. Los Alamitos, CA 207,900.00 Allied Painting, Inc. Williamstown, NJ 289,793.20
F.D. Thomas, Inc. Central Point, OR 314,057.00
Commerce Coating Services Torrance, CA 333,236.00
Based on the lowest bid, the total estimated project construction cost is $212,723, as summarized in the table below:

Construction Management and Inspection $17,018
Construction $170,178
Contingency (15%) $25,527
Total Estimated Construction Cost $212,723
As required by City policy and state law, the Contractor will be required to provide performance and payment bonds simultaneously with execution of the construction contract (Attachment 2).

Project plans and specifications are on file in the City Clerk’s Office.

Council Options:
 Adopt Resolution No. 24-57, awarding the construction contract to Unified Field Services Corporation, authorizing the City Manager to execute a construction contract an amount not to exceed $170,178, authorizing a 15% construction contingency of $25,572, and finding the project categorically exempt from CEQA under Class 1 (Existing Facilities, 14 CCR section 15301) of the State CEQA Guidelines.
 Modify and adopt Resolution No. 24-57.
 Continue the item with direction to provide additional information.  Do not award the contract or construct the pavement repairs.

Environmental Review/Analysis:

This project is categorically exempt from the California Environmental Quality Act (CEQA) under Class 1 (Existing Facilities, 14 CCR section 15301) of the State CEQA Guidelines because it consists of repair of existing public facilities involving no expansion of an existing use. 72 Meeting Date: April 16, 2024 Agenda Item: 10K

CITY OF SAN CLEMENTE
Recommended Actions:
..recommendation
..recommendation
Staff recommends that the City Council adopt Resolution No. 24-57 which will:

1. Find the Reservoir No. 4 Exterior Coating, CIP Project No. 23404 categorically exempt from the California Environmental Quality Act (CEQA) under Class 1 (Existing Facilities, 14 CCR section 15301) of the State CEQA Guidelines;

2. Award the Reservoir No. 4 Exterior Coating, CIP Project No. 23404, contract to Unified Field Services Corporation;

3. Authorize the City Manager to execute a contract with Unified Field Services Corporation, in an amount not to exceed $170,178 in a form substantially similar to Contract No. C24-XX (Attachment 4) for the Reservoir No. 4 Exterior Coating, CIP Project No. 23404; and

4. Approve a 15% construction contingency of $25,572..end...end ..end
Attachment:

1. Resolution No. 24-57

2. Contract No. C24-57

3. Tank Paint Evaluation Services Report

4. Bidders Listing
Notification:

All bidders.
83 910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING

CITY OF SAN CLEMENTE
Meeting Date: January 14, 2025 Agenda Item: 11H.

Submitted By: Public Works
Prepared By: Shawn Ryan, Deputy Public Works Director
Subject:
..titl e

CONSIDERATION OF A RESOLUTION AWARDING A MAINTENANCE SERVICES CONTRACT TO SOUTHERN CALIFORNIA PRECISION CONCRETE, INC. DBA PRECISION

CONCRETE CUTTING FOR SIDEWALK TRIP HAZARD REMOVAL AND ASSESSMENT SERVICES, PROJECT NO. 25305, AUTHORIZING THE CITY MANAGER TO EXECUTE THE MAINTENANCE SERVICES CONTRACT IN AN AMOUNT NOT TO EXCEED $200,000 AND

FINDING THE PROJECT CATEGORICALLY EXEMPT FROM THE CALIFORNIA ENVI
..body RONMENTAL QUALITY ACT
Fiscal Impact:

The total Maintenance Services Contract is $200,000, which is within the approved Sidewalk Trip Hazard Removal and Assessment Services budget from the General Fund, Account No. 001-416- 45710-000-25305, for $150,000 and $50,000 from Account No. 001-416-45710-000-23304.

Summary:

Before the City Council is the award of a one-year contract to Southern California Precision Concrete, Inc. dba Precision Concrete Cutting to provide Sidewalk Trip Hazard Removal and Assessment Services in an amount not to exceed $200,000.

Background:

The City of San Clemente maintains over 150 miles of concrete sidewalks. To improve the City’s response in addressing sidewalk deflections and evaluation of trip hazards, City staff prepared and bid an on-call maintenance contract. In previous years, the methods employed for removing deflections included grinding or costly sidewalk removal and replacement (R&R). City staff is recommending to use concrete slicing instead of grinding to maintain ADA-safe pathways and reduce the amount of R&R needed. This method removes deflections up to 2 inches without needing to remove and replace the sidewalk at a higher cost. This will also ensure that the sidewalks maintain 1:12 slopes that meet ADA guidelines. The proposed vendor will also provide GIS data that integrates into the City’s GIS system to keep track of repairs, including valuable before and after repair data that can be used for future sidewalk maintenance needs and to defend against claims.

Discussion:

On November 15, 2024, staff prepared a bid package, notified local contractors, and advertised the project for competitive bidding on the PlanetBids website. Bids were opened on December 2, 2024. One bid was received from Southern California Precision Concrete, Inc. dba Precision Concrete Cutting of Escondido, CA. The project was bid on an inch-foot basis for trip hazard removal (0.25 inches to 2 inches) and sidewalk mile for sidewalk assessment. 1 Meeting Date: January 14, 2025 Agenda Item: 11H.

CITY OF SAN CLEMENTE
Table 1. Expenditure Summary
Trip Hazard Removal & Assessment Services $200,000
Total Maintenance Cost $200,000
As state law and City policy require, the contractor must provide performance and payment bonds while executing the construction contract. The Trip Hazard Removal and Sidewalk Assessment Services proposal is on file in the City Clerk’s office.

Council Options:
 Adopt Resolution No. 25-07, approving the maintenance agreement as shown on Attachment 2 and finding the project categorically exempt from CEQA.  Adopt Resolution No. 25-07 with modifications.
 Continue the item and direct staff to provide additional information.  Do not award the Maintenance Services Contract to Southern California Precision Concrete, Inc. dba Precision Concrete Cutting for the Sidewalk Trip Hazard Removal and Assessment Services Project and provide staff with specific direction regarding alternative sidewalk maintenance.

Environmental Review/Analysis:

These services are categorically exempt from the California Environmental Quality Act (CEQA) as they pertain to replacing existing facilities under Class 1 of the state CEQA Guidelines, Section 15301 (14 CCR 15301). A notice of exemption will be filed for this Maintenance Services Contract.

Recommended Actions:

Staff recommends that the City Council adopt Resolution No. 25-07, which will:

1. Find the Sidewalk Trip Hazard Removal and Assessment, Project 25305, categorically exempt from CEQA under Class 1 (Existing Facilities, 14 CCR section 15301) of the CEQA Guidelines;

2. Award a contract to Southern California Precision Concrete, Inc. dba Precision Concrete Cutting, as the lowest responsible and responsive bidder for the Sidewalk Trip Hazard Removal and Assessment, Maintenance Services Contract, Project No. 25305;

3. Authorize the City Manager to execute a contract with Southern California Precision Concrete, Inc. dba Precision Concrete Cutting, in an amount not to exceed $200,000 in a form substantially similar to Contract No. 25-01 (Attachment 2) for the Sidewalk Trip Hazard Removal and Assessment, Maintenance Services Contract, Project No. 25305...recommendati on ..end
2 Meeting Date: January 14, 2025 Agenda Item: 11H.

CITY OF SAN CLEMENTE
Attachment:

1. Resolution No. 25-07

2. Contract No. C25-01
Notification:

Southern California Precision Concrete, Inc.
3 Attachment 1
4882-9904-3949 v1
RESOLUTION NO. 25-07

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF SAN CLEMENTE, CALIFORNIA, AWARDING A

MAINTENANCE SERVICES CONTRACT TO

SOUTHERN CALIFORNIA PRECISION CONCRETE,
INC. DBA PRECISION CONCRETE CUTTING FOR

SIDEWALK TRIP HAZARD REMOVAL AND
ASSESSMENT SERVICES, CIP PROJECT NO. 25305,
IN AN AMOUNT NOT TO EXCEED $200,000, FROM

THE GENERAL FUND, AUTHORIZING THE CITY

MANAGER TO EXECUTE THE CONTRACT AND

FINDING THE PROJECT CATEGORICALLY EXEMPT

FROM THE CALIFORNIA ENVIRONMENTAL QUALITY
ACT (CEQA) UNDER CLASS 1 OF THE CEQA
GUIDELINES (14 CCR 15301, EXISTING FACILITIES)
WHEREAS, sidewalk trip hazards and assessment services are needed to address sidewalk alternations that require attention throughout the City of San Clemente; and
WHEREAS, the City conducted competitive bidding for the Trip Hazard Removal and Assessment Services, Project No. 25305 (Maintenance Services), and
WHEREAS, on December 2, 2024, the City received one (1) bid in an amount not to exceed $200,000 for the Maintenance Services; and WHEREAS, the lowest responsive and responsible bidder was Southern California Precision Concrete, Inc. dba Precision Concrete Cutting of Escondido, California, in an amount not to exceed $200,000.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitations are true and correct and incorporated fully herein.

SECTION 2. That based on a review of the record as a whole, the Sidewalk Trip Hazard Removal and Assessment Services Project No. 25305 (Maintenance Services) is hereby determined to be categorically exempt from the California Environmental Quality Act (CEQA) as it pertains to replacing existing facilities under Class 1 of the state CEQA Guidelines, Section 15301 (14 CCR 15301, Existing Facilities). There is no substantial direct or foreseeable indirect effect of 4 Resolution No. 25-07 Page 2
4882-9904-3949 v1
this project on the environment.

SECTION 3. That the Maintenance Services contract for the Sidewalk Trip Hazard Removal and Sidewalk Assessment Services, Project No. 25305, is hereby awarded to Southern California Precision Concrete, Inc. dba Precision Concrete Cutting as the lowest responsive and responsible bidder.

SECTION 4. That the City Manager is authorized and directed to execute a maintenance services contract for the Sidewalk Trip Hazard Removal and Assessment Services, Project No. 25305, with Southern California Precision Concrete, Inc. in an amount not to exceed $200,000 in a form substantially similar to that presented to City Council on January 14, 2025.

SECTION 5. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of ____________________, 2025.

ATTEST:
___________________________ __________________________
City Clerk of the City of Mayor of the City of San
San Clemente, California Clemente, California
5 Resolution No. 25-07 Page 3
4882-9904-3949 v1

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-07 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

CITY OF SAN CLEMENTE

AGREEMENT FOR MAINTENANCE SERVICES

1. PARTIES AND DATE.

This Agreement is made and entered into this ____ day of _______________, 20___, by and between the City of San Clemente, a municipal corporation, organized under the laws of the State of California, located at 910 Calle Negocio, San Clemente 92673 (“City”) and Southern California Precision Concrete, Inc., dba Precision Concrete Cutting, a California corporation, with its principal place of business at 2581 Highgate Court, Chino Hills, CA 91709-1137 (“Contractor”).

City and Contractor are sometimes individually referred to herein as “Party” and collectively as “Parties” in this contract.

2. RECITALS.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain sidewalk trip hazard removal, assessment and maintenance services required by the City on the terms and conditions set forth in this Agreement and the Contract Documents, Plans, and Specifications for City of San Clemente - Request for Proposal, Sidewalk Repair, and Improvement Program dated November 15th, 2024 are hereby incorporated as though fully set forth herein. The contract Documents for the aforesaid project shall consist of the Notice Inviting Sealed Bids, Instructions to Bidders, Bid, together with this Agreement and all required bonds, insurance certificates, permits, notices, and affidavits; and also including any and all addenda or supplemental agreements clarifying, or extending the work contemplated as may be required to ensure its completion in an acceptable manner. Contractor represents that it is experienced in providing sidewalk trip hazard removal, sidewalk assessment services, and maintenance services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that it is familiar with the plans of City.

2.2 Project.

City desires to engage Contractor to render such services for the Sidewalk Repair and Improvement Program project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the maintenance services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from January 14, 2025, to January 13, 2026, or until the Services are completed to the City’s satisfaction, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 7 4930-2831-8985 v2 2
55452.01100\31090125.5

3.2 Responsibilities of Contractor.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee.

Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Contractor or any of Contractor’s officers, employees or agents, except as set forth in this Agreement. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor 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.

3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

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

3.2.4 City’s Representative. The City hereby designates Shawn Ryan, Deputy Public Works Director, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Contractor but not the authority to enlarge the Scope of Work or change the total compensation due to Contractor under this Agreement. The City’s City Manager shall be authorized to act on City’s behalf and to execute all necessary documents which enlarge the Scope of Work or change the Contractor’s total compensation, subject to the provisions contained in Section 3.3 of this Agreement. Contractor shall not accept direction or orders from any person other than the City Manager, City’s Representative or his/her designee.

3.2.5 Contractor’s Representative. Contractor hereby designates Parker Yocum, Project Director, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement.

The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
8 4930-2831-8985 v2 3
55452.01100\31090125.5

3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, Contractors and other staff at all reasonable times.

3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by contractors and/or professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the discipline necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them.

Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, 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, Contractor 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 Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors 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 who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.8 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations, Contractor shall be solely responsible for all costs arising therefrom. Contractor 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.

3.2.9 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor 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 lifesaving 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.

3.2.10 Labor

3.2.10.1 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of 9 4930-2831-8985 v2 4
55452.01100\31090125.5
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 “public works” and “maintenance” projects. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor 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 Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.2.10.2 Registration. Since 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, effective March 1, 2015, Contractor and all subcontractors must be registered with the Department of Industrial Relations (“DIR”). Contractor shall maintain registration for the duration of the project and require the same of any subcontractors. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. 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 maintenance project that is exempt pursuant to the small project exemption specified in Labor Code sections 1725.5 and 1771.1.

3.2.11 Insurance. Contractor agrees to procure and maintain, at Contractor’s expense all insurance specified in Exhibit “C” attached hereto and by this reference incorporated herein. Contractor shall require all subcontractors to carry the same policies and limits of insurance that the Contractor is required to maintain, unless otherwise approved in writing by the City.

3.2.12 Bonds.

3.2.12.1 Performance Bond. If specifically requested by City in Exhibit “D” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-toexceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.2.12.2 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit “D” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.2.12.3 Bond Provisions. Should, in City’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written 10 4930-2831-8985 v2 5
55452.01100\31090125.5
notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.

3.2.12.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.2.13 Water Quality Management and Compliance.

3.2.13.1 Storm Water Management. Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Contractor hereby acknowledges that it has investigated the risk arising from such waters, has prepared its Bid accordingly, and assumes any and all risks and liabilities arising therefrom.

3.2.13.2 Compliance with Water Quality Laws, Ordinances and Regulations. Contractor 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 discharges of storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. These include, but are not limited to San Diego Regional Water Quality Control Board Order No. R9-2013-0001 as amended by Order Nos. R9-2015-0001 and R9-2015-0100. Contractor 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, regarding discharges of storm water to separate storm drain systems or other watercourses, including applicable requirements in municipal storm water management programs.

3.2.13.3 Compliance with Local Water Quality Requirements. In addition to compliance with the laws, ordinances and regulations listed in paragraph 3.2.13.2, Contractor shall comply with all applicable requirements of the Orange County Drainage Area Management Plan (“DAMP”), the City of San Clemente Water Quality Improvement Plan (“WQIP”), the City of San Clemente Jurisdictional Urban Runoff Management Plan (“JURMP”), and the applicable Water Quality Management Plan (“WQMP”). These documents contain Model Maintenance Procedures with Best Management Practices (“BMPs”). These Model Maintenance Procedures contain pollution prevention and source control techniques to minimize the impact of those activities upon dry-weather urban runoff, stormwater runoff, and receiving water quality. 11 4930-2831-8985 v2 6
55452.01100\31090125.5
Contractor shall be familiar with these documents and shall comply with the requirements as specified therein.

A copy of the DAMP is available on the internet at:
www.ocwatersheds.com
A copy of the San Clemente WQIP and JURMP are available on the internet at:
www.sccleanocean.org.

The City will provide a copy of any applicable project WQMP.

3.2.13.4 Standard of Care. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Sections 3.2.13.2 and 3.2.13.3 of this Agreement. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by the City, regarding the requirements of the laws, regulations and policies described in Sections 3.2.13.2 and 3.2.13.3 of this Agreement as they may relate to the Services.

3.2.13.5 Liability for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Sections 3.2.13.2 and 3.2.13.3 of this Agreement is a violation of federal and state law. Notwithstanding any other indemnity contained in this Agreement, Contractor 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 in Sections 3.2.13.2 and

3.2.13.3 of this Agreement 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. (B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Contractor’s failure to comply with any applicable water quality law, regulation, or policy. Contractor 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.
(C) Damages: City may seek damages from Contractor for
delay in completing the Services caused by Contractor’s failure to comply with the laws, regulations and policies described in Sections 3.2.13.2 and 3.2.13.3 of this Agreement, or any other relevant water quality law, regulation, or policy.

3.3 Fees and Payments.

3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “E” attached hereto and incorporated herein by reference. The total compensation shall not exceed Two Hundred Thousand Dollars ($200,000) without prior written approval of City’s 12 4930-2831-8985 v2 7
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City Council. Extra Work may be previously authorized in writing, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized invoice which indicates work completed and hours of Services rendered by Contractor.

The invoice 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 invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Contractor’s fees, the City shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless previously authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” 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.

Contractor shall not perform, nor be compensated for, Extra Work without prior written authorization from the City.

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “E” may be adjusted each year at the time of renewal as set forth in Exhibit “E.”

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor 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. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time, with or without cause, by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance 13 4930-2831-8985 v2 8
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of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. 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.

3.5.2 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:

Contractor: Southern California Precisian Concrete Cutting, Inc dba Precision Concrete Cutting
2581 Highgate CT
Chino Hills, CA 91709-1137
ATTN: Parker Yocum, Project Director
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Laura Campagnolo, City Clerk and
Shawn Ryan, Deputy Public Works Director
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 at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.4 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.5.5 State License Board Notice. Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826.

3.5.6 Indemnification. To the fullest extent allowable by law, Contractor shall defend, 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, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or 14 4930-2831-8985 v2 9
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in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney’s fees and other related costs and expenses. Contractor shall defend, at Contractor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers.

Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

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

3.5.10 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project.

3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.12 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 15 4930-2831-8985 v2 10
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3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.18 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor 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 Contractor, 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. For the term of this Agreement, no member, 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.

3.5.19 Equal Opportunity Employment. Contractor 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. Contractor 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.

3.5.20 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every 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.

3.5.21 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.5.22 Counterparts/Electronic Signatures. This Agreement may be signed in counterparts, each of which shall constitute an original. This Agreement may be signed with the same force and effect as original ink signatures.

3.6 Subcontracting.

3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written 16 4930-2831-8985 v2 11
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approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.

CITY OF SAN CLEMENTE
By:________________________________
Andy Hall, City Manager
ATTEST: Dated: __________________, 20____
____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
_____________________________
Elizabeth A. Mitchell, City Attorney

APPROVED AS TO AVAILABILITY
OF FUNDING:
_____________________________
Finance Authorization

Safe Sidewalks, Inc.
dba Precision Concrete Cutting,
a California corporation
(“CONTRACTOR”)
By:_____________________________
Ronald William Durna Jr., CEO
Dated: __________________, 20____

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By:_____________________________
Kevin Yocum, CFO
Dated: __________________, 20____
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EXHIBIT “A”

SCOPE OF MAINTENANCE SERVICES
Contractor shall perform the following services for the City (collectively, the “Services”) to the City’s satisfaction:

Pre-Project:
 Initial kick-off meeting: Contractor shall meet with City staff to go over project objectives, expectations and review project locations.
 GIS Integration preparation: Contractor shall verify data requirements for ESRI Shapefile / Geodatabase formats for eventual incorporation to City GIS.  Project Scheduling: Contractor shall develop a detailed schedule of inspection and maintenance activities with priority given to high-traffic or high-risk areas.

Location and Identification:
 Contractor shall systematically survey pre-determined areas and adjacent sidewalks to identify all vertical displacements ranging from ¼” to 2”.  Contractor shall identify and flag any offsets exceeding 2” for alternative solutions, documenting their locations for future efforts.
 Contractor shall update the City’s GIS system with initial findings for on-going tracking.

Measure, Document and Photograph:
 Contractor shall utilize measurement tools to record displacement heights to oneeighth of an inch and capture linear footage for each potential hazard.  Contractor shall take pre-maintenance photographs to provide clear evidence of identified trip hazards.
 Contractor shall record GPS coordinates and property details for each location.

Review Data with City Staff:
 Contractor shall deliver a comprehensive inspection report, including GIS data and a priority list of identified hazards.
 Contractor shall collaborate with City staff to determine remediation priorities based on hazard severity, location, and budgetary constraints.

Remediate Hazards:
 Contractor shall apply horizontal slicing method to remove trip hazards while preserving existing sidewalk structure.
 Contractor shall ensure all repairs meet ADA compliance standards, achieving a smooth, uniform surface with a 1:12 slope.
 Contractor shall capture post-maintenance measurements and photographs to document completed work.
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Document Repairs:
 Contractor shall update GIS data with details of completed repairs, including remediation dates, measurements and photographs.
 Contractor shall provide a complete record of repaired locations for integration into the City’s GIS and asset management systems.

Review and Report:
 Contractor shall attend weekly progress meetings with City staff.  Contractor shall submit bi-Monthly progress reports summarizing work, project progress, and any challenges encountered.
 Contractor shall convene regular meetings and provide and collaborate on presentations with City staff to review progress, discuss findings and address feedback.

Project Completion and Final Reporting:
 Contractor shall deliver a final executive summary report for all completed work, including a comparison of planned vs achieved outcomes.  Contractor shall provide GIS data detailing all remediated hazards and areas identified for future attention.
 Contractor shall conduct a project review meeting for final deliverables and lessons learned for future maintenance programs.
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EXHIBIT “B”

SCHEDULE OF MAINTENANCE SERVICES
Contractor shall diligently perform the services to the City’s satisfaction and according to the timeframes for each task as requested by the City.
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EXHIBIT “C”

INSURANCE REQUIREMENTS

1.1 Insurance.

1.1.1 Time for Compliance. Contractor 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, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section.

1.1.2 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, the Contractor, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Contractor agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and not less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (1) a Personal Automobile Liability policy for the Contractor’s own vehicle stipulating “Automobile Liability Insurance with a limit of not less than $1,000,000 each accident”; and (2) a non-owned auto endorsement to the Commercial General Liability policy if Contractor uses vehicles of others (e.g., vehicles of employees).
(C) Workers’ Compensation: Workers’ Compensation
Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.

1.1.3 Endorsements. Required insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. For all policies of Commercial 22 55452.01100\31090125.5
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General Liability insurance, Contractor shall provide endorsements in the form of ISO CG 20 10 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement.

Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Contractor; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (C) Workers’ Compensation:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

1.1.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

1.1.5 Waiver of Subrogation. All required policies of Commercial General Liability and Automobile Liability insurance shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the City, its officials, officers, employees, agents and volunteers and shall require similar written express waivers and insurance clauses from each of its subcontractors.

1.1.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention greater than $5,000 must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

1.1.7 Evidence of Insurance. The Contractor, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled 23 55452.01100\31090125.5
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or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Contractor 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.

1.1.8 Failure to Maintain Coverage. In the event any policy of insurance required under this Contract does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, 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 Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement.

1.1.9 Acceptability of Insurers. 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 authorized to transact 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.

1.1.10 Enforcement of Contract Provisions (non estoppel). Contractor acknowledges and agrees that actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposed no additional obligation on the City nor does it waive any rights hereunder.

1.1.11 Requirements Not Limiting. Requirement of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

1.1.12 Insurance for Subcontractors. Contractor shall include all subcontractors engaged in any work for Contractor relating to this Agreement as additional insureds under the Contractor’s policies, or the Contractor shall be responsible for causing subcontractors to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents and volunteers as Additional Insureds to the subcontractor’s policies. All policies of Commercial General Liability insurance provided by Contractor’s subcontractors performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Contractor shall not allow any subcontractor to commence work until it has received satisfactory evidence of subcontractor’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Contractor shall provide satisfactory evidence of compliance with this section upon request of the City. 24 55452.01100\31090125.5
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EXHIBIT “D”

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the City of San Clemente (hereinafter referred to as “City”) has awarded to ____________________________________________________, (hereinafter referred to as the “Contractor”) an agreement for ___________________________________________________ (hereinafter referred to as the “Project”).

WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated ________________, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we, _______________________________________________________, the undersigned Contractor and __________________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of ___________________________________________________________________ DOLLARS and _____________________________ CENTS ($_________________________), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including, if provided as part of the Contract Documents, the one-year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its officers and agents, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the guarantee obligation shall hold good for a period of one (1) year after the acceptance of the work by City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship the above obligation in penal sum thereof shall remain in full force and effect. However, anything in this paragraph to the contrary notwithstanding, the obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract Documents, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15. 25 55452.01100\31090125.5
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Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option:
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract Documents and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents; or (3) Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract Documents and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project and the provisions of Section 2819 and 2845 of the California Civil Code. Without limiting the foregoing, such changes, extensions of time and alterations or additions shall include, but are not limited to, changes or alterations to the Contract Documents (including, without limitation, an increase in the total dollar amount of the Contract Documents), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor. 26 55452.01100\31090125.5
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IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of __________________________, 20___.

CONTRACTOR/PRINCIPAL
(Corporate Seal of Contractor/ _________________________________________ Principal, if a Corporation) Name of Contractor/Principal (Type or Print) By: ___________________________________
Name (Signature)
___________________________________
Name (Type or Print)
___________________________________
Title (Type or Print)
SURETY
(Seal of Surety) _________________________________________ Name of Surety (Type or Print)
By:____________________________________
Attorney-In-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.

The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) ___________________________________________ ___________________________________________
___________________________________________
(Name and Address of Agent or ___________________________________________ Representative for service of ___________________________________________ process in California, if different ___________________________________________ from above)
(Telephone number of Surety and ___________________________________________ Agent or Representative for service ___________________________________________ of process in California) ___________________________________________ 27 55452.01100\31090125.5
4930-2831-8985 v2
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
NOTE: A copy of the Power-of-Attorney to local representatives of the bonding company must be attached hereto.

END OF PERFORMANCE BOND FORM
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4930-2831-8985 v2

PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the City of San Clemente (hereinafter designated as the “City”), by action taken or a resolution passed ___________, 20____ has awarded to ______________________________ ______________________________ hereinafter designated as the “Principal,” a contract for the work described as follows:
____________________________________________________________ (the “Project”); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated ________________, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, said Principal is required to furnish a bond in connection with said Contract Documents; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor, the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and __________________________________________ as Surety, are held and firmly bound unto the City in the penal sum of _ DOLLARS and
CENTS ($_________________________) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract Documents, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the City in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses.

This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract (including the Contract Documents), plans, 29 55452.01100\31090125.5
4930-2831-8985 v2
specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the Contract Documents, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned.

Notwithstanding any other provision of this bond, it is expressly understood, acknowledged and agreed that it shall provide all of the protections required by California Civil Code Sections 9550 through 9566, including the specific coverage protections required by Section 9554.

IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety above named, on the _____ day of ______________________ 20______ the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to authority of its governing body.

CONTRACTOR/PRINCIPAL
(Corporate Seal of Contractor/ _________________________________________ Principal, if a Corporation) Name of Contractor/Principal (Type or Print) By: ___________________________________
Name (Signature)
___________________________________
Name (Type or Print)
___________________________________
Title (Type or Print)
SURETY
(Seal of Surety) _________________________________________ Name of Surety (Type or Print)
By:____________________________________
Attorney-In-Fact
30 55452.01100\31090125.5
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Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
NOTE: A copy of the Power-of-Attorney to local representatives of the bonding company must be attached hereto.

END OF PAYMENT BOND FORM
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EXHIBIT “E”

COMPENSATION
In full and complete compensation for the Services provided under this Agreement, City shall pay Contractor according to the schedule set forth below:

Compensation Schedule
Item No. Description Unit Unit Price
1 Trip Hazard Removal (1/4” to 2”) Inch-Foot $39.95
2 Sidewalk Assessment Services Sidewalk Mile $550
Total compensation under this Agreement shall not exceed Two Hundred Thousand Dollars ($200,000) without prior written approval of the City Council. There are no reimbursable expenses under this Agreement.
32 55452.01100\31090125.5
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EXHIBIT “F”
WORKER’S COMPENSATION INSURANCE CERTIFICATION

WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations:
(ONE OF THE BOXES BELOW MUST BE CHECKED)
I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract.

I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. My workers' compensation insurance carrier and policy number are:

Carrier____________________________________________________ Policy Number______________________________________________ I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker’s compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.

WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION

COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO

CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY’S FEES.
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Dated: ________________________, 20____
________________________________
Consultant
By: ________________________________
________________________________
Title
________________________________
Address
34 910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING

CITY OF SAN CLEMENTE
Meeting Date: January 14, 2025 Agenda Item: 11I.

Submitted By: Public Works
Prepared By: Shawn Ryan, Deputy Public Works Director
Subject:
..titl e

CONSIDERATION OF A RESOLUTION AWARDING A PROFESSIONAL CONSULTANT SERVICES AGREEMENT TO PDM CONSULTING, INC. TO PROVIDE CONSTRUCTION INSPECTION SERVICES FOR THE PICO/PRESIDIO DIP REPLACEMENT, CIP PROJECT NO. 13411, IN AN AMOUNT NOT TO EXCEED $109,620, AND AUTHORIZING THE CITY MANAGER TO..body EXECUTE THE AGREEMENT
Fiscal Impact:

The estimated inspection cost of $109,620 is within the available approved budget of $145,000 from the Water Fund Depreciation Reserve, Account Number 052-466-45300-000-13411.

Summary:

Before the City Council is a resolution awarding a professional services agreement to PDM Consulting, Inc., in an amount not to exceed $109,620, for inspection of the Pico/Presidio DIP Replacement project (Attachment 1).

Background:

The waterline and appurtenances in the
Gateway Village Plaza parking lot at 806
Avenida Pico have met their useful life and need
replacement. The project includes replacing
water meters, fire hydrants, backflow devices,
and 2,000 linear feet of new PVC water main.

Due to the proximity of the high school and
commercial businesses, the project will be
constructed generally as night work to minimize
disruptions to local businesses and interactions
with the public. The construction contract for this
project was awarded at the November 6, 2024
City Council meeting, and work is proposed to
start near the end of January 2025.

Discussion:

Staff initiated requests for proposals (RFP) to five firms on November 15, 2024, to perform Professional Construction Inspection Services for the Pico / Presidio DIP Replacement project (Attachment 2). No local consultants were available to bid on this particular scope of work. The 1 Meeting Date: January 14, 2025 Agenda Item: 11I.

CITY OF SAN CLEMENTE
City received three proposals from qualified professional consultants on December 9, 2024, as shown on Table 1 below.

Table 1. Proposal Summary
Company Name Company Location Amount
PdM Consulting Oceanside, CA $109,620
Dudek San Marcos, CA $115,200
Lee+Ro City of Industry, CA $169,572
City staff reviewed the submittals (none of which were from local companies) at length and determined that PdM Consulting, Inc. (with a principal place of business in California in the City of Oceanside) provided the best approach and has the best team for the Pico / Presidio DIP Replacement Project. Fee proposals ranged from $109,620 to $169,572.

Council Options:
 Adopt Resolution No. 25-08 (Attachment 1), awarding a Professional Consultant Services Agreement to PDM Consultant, Inc. in an amount not to exceed $109,620 and authorize the City Manager to execute the agreement.
 Modify and adopt Resolution 25-08.
 Continue the item and direct staff to provide additional information.  Do not adopt Resolution No. 25-08 and put the project on hold.

Environmental Review/Analysis:

The Pico/Presidio DIP Replacement project was previously determined to be categorically exempt from the California Environmental Quality Act (CEQA) under Class 2 of the state CEQA Guidelines Section 15302 (14 CCR Section 15302, Replacement or Reconstruction).

Recommended Actions:

Staff recommends that the City Council adopt Resolution No. 25-08, which will:
..recommendation

1. Award a Professional Consultant Services Agreement to PDM Consulting, Inc. for inspection of the Pico/Presidio DIP Replacement project; and

2. Authorize the City Manager to execute a Professional Consultant Services Agreement with PDM Consulting, Inc. in an amount not to exceed $109,620. ..recommendation
..end
Attachment:

1. Resolution No. 25-08

2. Professional Consultant Services Agreement with PDM Consultant, Inc.

Notification:

All Bidders.
2 Attachment 1
RESOLUTION NO. 25-08

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, AWARDING A

PROFESSIONAL CONSULTANT SERVICES
AGREEMENT TO PDM CONSULTING, INC. TO PROVIDE

CONSTRUCTION INSPECTION SERVICES FOR THE
PICO/PRESIDIO DIP REPLACEMENT, CIP PROJECT NO.
13411, IN AN AMOUNT NOT TO EXCEED $109,620, AND

AUTHORIZING THE CITY MANAGER TO EXECUTE THE

AGREEMENT
WHEREAS, on November 15, 2024, the Engineering Division solicited proposals from five qualified firms to provide engineering inspection services for the Pico / Presidio DIP Replacement, CIP Project No. 13411; and
WHEREAS, on December 9, 2024, the City of San Clemente received three (3) proposals from qualified firms PdM Consulting, Inc., Dudek and Lee +Ro; and WHEREAS, City staff reviewed the submitted proposals and determined PdM Consulting, Inc. provided the best approach and team for the Pico / Presidio DIP Replacement Project and its fee is fair and reasonable.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

Section 1. Recitals. The above recitals are considered findings by the City Council and incorporated into the body of this resolution.

Section 2. A Professional Consulting Services Agreement is hereby awarded to PdM Consulting, Inc. for engineering inspection services for the Pico / Presidio DIP Replacement Project, CIP Project No. 13411.

Section 3. The City Manager is authorized and directed to execute said Agreement in an amount not to exceed $109,620 in a form substantially similar to that presented to the City Council on January 14, 2025.

Section 4. City staff is authorized and directed to execute such other documents and take such other and further actions as are necessary and proper to accomplish the purposes of this resolution.

Section 5. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this day of , 2025.
3 Resolution No. 25-08 Page 2
ATTEST:

City Clerk of the City of Mayor of the City of San
San Clemente, California Clemente, California

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-08 was adopted at a regular meeting of the City Council of the City of San Clemente held on the day of ,
, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this day of , .

CITY CLERK of the City of
San Clemente, California
Approved as to form:

Elizabeth A. Mitchell, City Attorney
4 Attachment 2

CITY OF SAN CLEMENTE

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this _____ day of ________, 20___, by and between the City of San Clemente, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 910 Calle Negocio, San Clemente, California, 92673 ("City") and PDM Consulting, Inc., a California corporation, with its principal place of business at 4678 Adra Way, Oceanside, California 92056 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional Construction Inspection consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Construction Inspection consulting services to public clients, is licensed in the State of California, if applicable, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional Construction Inspection consulting services for the Pico/Presidio DIP Replacement project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Construction Inspection consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from January 14, 2025, to January 20, 2026, or until the Services are completed to the City’s satisfaction, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on 5 4921-9319-5273 v2 2
55452.01100\31193624.5
behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control, the City being only concerned with the finished results of the work being performed. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be solely 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. Neither Consultant nor Consultant's employees shall in any event be entitled to any benefits to which City employees are entitled, including, but not limited to, overtime, retirement benefits, workers’ compensation benefits, injury leave or other leave benefits. Consultant is solely responsible for all such matters, as well as compliance with social security and income tax withholding and all other regulations and laws governing such matters.

3.2.2 PERS Eligibility and Employee Payments Indemnification. In the event that Consultant's employee providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions that would otherwise be the responsibility of the City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant's employees providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation and benefit including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contributions to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant agrees to defend and indemnify the City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the PERS, social security, salary or wages, overtime payment, or workers’ compensation payment that the City may be required to make for work done under this Agreement. The provisions of this section 3.2.2 are continuing obligations that shall survive expiration or termination of this Agreement.

3.2.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.4 Endorsement on PS&E/ Other Data. Consultant shall sign all plans, specifications, estimates (PS&E) and engineering data furnished by Consultant, and where appropriate will indicate Consultant’s authorized signature and professional registration number.

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

3.2.6 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant 6 4921-9319-5273 v2 3
55452.01100\31193624.5
cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel 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 Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Pieter de Monchy.

3.2.7 City's Representative. The City hereby designates Shawn Ryan, Deputy Public Works Director, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.8 Consultant's Representative. Consultant hereby designates Pieter de Monchy, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.9 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.10 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, 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, Consultant 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 Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants 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 who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting 7 4921-9319-5273 v2 4
55452.01100\31193624.5
the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers 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.

3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant 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, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, 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.

3.2.13 Insurance. Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “C” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "D" attached hereto and incorporated herein by reference. The total compensation shall not exceed One Hundred Nine Thousand Six Hundred Twenty Dollars ($109,620) without prior written approval of the City Council or City Manager as applicable. Extra Work may be previously authorized in writing, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice 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 invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless previously authorized in writing by City, or included in Exhibit "D" of this Agreement.

3.3.4 Extra Work. At any time during the term of this Agreement, City may 8 4921-9319-5273 v2 5
55452.01100\31193624.5
request that Consultant perform Extra Work. As used herein, "Extra Work" 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.

Consultant shall not perform, nor be compensated for, Extra Work without prior written authorization from the City.

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “D” may be adjusted each year at the time of renewal as set forth in Exhibit “D.”

3.3.6 Labor Code Requirements.

3.3.6.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 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 "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, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant 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 Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.3.6.2 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code sections 1725.5 and 1771.1 shall not apply to Services 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.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant 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. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.

3.5 General Provisions.

3.5.1 Termination of Agreement.
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3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time, with or without cause, by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

Consultant: PDM Consulting, Inc.
4678 Adra Way
Oceanside, CA 92056
ATTN: Pieter de Monchy
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Laura Campagnolo, City Clerk / Shawn Ryan,
Deputy Public Works Director
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 at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the 10 4921-9319-5273 v2 7
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City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant 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 prior written consent of City.

3.5.3.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.

3.5.6 Indemnification.

3.5.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, 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 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 and attorney’s fees and other related costs and expenses. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if 11 4921-9319-5273 v2 8
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any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.5.6.2 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 claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, 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.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

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

3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.5.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not 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, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, 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.

3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, 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. Consultant shall also comply with all relevant provisions of City, state and federal grant requirements and related programs, policies and guidelines currently in effect or hereinafter enacted.

3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every 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.

3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6 Subcontracting.

3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work 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 all provisions stipulated in this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.

CITY OF SAN CLEMENTE
By:________________________________
Andy Hall, City Manager
ATTEST: Dated: __________________, 20____
___________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
_____________________________
Elizabeth A. Mitchell, City Attorney

APPROVED AS TO AVAILABILITY
OF FUNDING:
_____________________________
Finance Authorization

PDM Consulting, Inc.,
a California corporation
(“CONSULTANT”)
By:____________________________
Engel Pieter de Monchy,
CEO/Secretary/CFO
Dated: __________________, 20____
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EXHIBIT "A"

SCOPE OF SERVICES
Consultant shall perform the following services for the City (collectively, the “Services”) to the City’s satisfaction:
 Consultant shall review and advise the City on the Project contractor’s proposed traffic control methods.
 Consultant shall perform the following Construction Inspection services (700 Hours):

1. Consultant shall attend and participate in the Pre-Construction meeting at the date, time and location as determined by the City.

2. Consultant shall prepare pre-construction video or photo log and review Contractor’s pre-construction video, if required by Project Specifications

3. Consultant shall assist with the review of the Contractor’s proposed schedule and provide comments to the City.

4. Consultant shall perform daily inspection of the Contractor’s work, note any issues or challenges, and discuss with Contractor and City as appropriate.

5. Consultant shall prepare Daily Inspection Reports and Photo Logs and submit to City for review.

6. Consultant shall attend Contractor’s daily ‘tailgate’ meetings as often as possible and review critical safety issues.

7. Consultant shall attend all Construction Progress Meetings and follow up or coordinate a solution for any inspection issues or challenges presented.

8. Consultant shall monitor Contractor’s safety measures daily, report any anomalies to the City, and assist with solution and follow up.

9. Consultant shall assist City in review of Contractor’s invoices by confirmed construction progress, including preparation of Q or Quantity sheets

10. At each monthly pay period, Consultant shall request review of the Contractor’s current As-Builts status for continuous tracking

11. Consultant shall monitor access, parking and pedestrian and vehicular movement, staging areas.

12. Consultant shall assist with Project signage as needed.

13. Consultant shall prepare Project Close Out documentation and procedures.  Consultant shall provide the following deliverables:
o Consultant shall prepare and provide the City with all final project inspection documentation (photos, videos, logs, etc.)
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EXHIBIT "B"

SCHEDULE OF SERVICES
Consultant shall diligently perform the services to the City’s satisfaction and according to the following project schedule after issuance by the City of a Notice to Proceed:

Pre-Construction meeting Tuesday, February 11, 2025
Daily Inspections (Night and Daytime) Monday, February 17, 2025- Thursday, June 16, 2025
Public Tie-ins to Pico Boulevard water main Tuesday, June 17-19, 2025 Delivery of Completion Docs Friday, June 27, 2025
The above project schedule may be modified by the City. 16 55452.01100\31193624.5
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EXHIBIT “C”

INSURANCE REQUIREMENTS

3.2.12 Insurance.

3.2.12.1 Time for Compliance. Consultant 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, Consultant 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.

3.2.12.2 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, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. (E) Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, 17 55452.01100\31193624.5
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business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

3.2.12.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be
restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement.
(2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

3.2.12.4 Professional Liability (Errors & Omissions):
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.

3.2.12.5 Workers' Compensation:
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

3.2.12.6 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other 18 55452.01100\31193624.5
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insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.12.7 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall specifically allow 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, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.2.12.8 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention greater than $5,000 must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.2.12.9 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant 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.

3.2.12.10 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, 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. In the alternative, City may cancel this Agreement effective upon notice.

3.2.12.11 Acceptability of Insurers. 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 authorized to transact 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.

3.2.12.12 Enforcement of Agreement Provisions (non estoppel).

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
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3.2.12.13 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

3.2.12.14 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
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EXHIBIT “D”

COMPENSATION
In full compensation for the Services rendered by the Consultant under the Agreement, the City shall pay the Consultant for actual work performed at the following hourly rates:

Day Work: $136.50 / Hour
Night Work: $156.60 / Hour
Estimated (Combined Daytime and Nighttime) Hours 700 hours: $109,620 Maximum compensation under this Agreement shall not exceed $109,620. There are no reimbursable expenses under this Agreement.
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WORKER’S COMPENSATION INSURANCE CERTIFICATION

WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION

COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO

CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY’S FEES.
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n
C
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Dated: ________________________, 20____
PDM Consulting, Inc., a
California corporation
(“CONSULTANT”)
By: ________________________________
Engel Pieter de Monchy
________________________________
CEO/Secretary/CFO
________________________________
4678 Adra Way
Oceanside, CA 92056
23 910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING

CITY OF SAN CLEMENTE
Meeting Date: January 14, 2025 Agenda Item: 11J.

Submitted By: Beaches, Parks and Recreation
Prepared By: Samantha Wylie, Beaches, Parks & Recreation Director Subject:
..titl e

CONSIDERATION OF A RESOLUTION AWARDING THE CONTRACT FOR THE SAN

GORGONIO PARK PLAYGROUND SUBSTRATE SURFACE REPLACEMENT, CIP PROJECT NO. 11148, TO ROBERTSON INDUSTRIES, INC., AUTHORIZING EXECUTION OF THE CONTRACT IN AN AMOUNT NOT TO EXCEED $144,595, APPROVING A 10% PROJECT CONTINGENCY, ACCEPTING A $20,000 DONATION FROM THE FRIENDS OF SAN

CLEMENTE BEACHES, PARKS & RECREATION FOUNDATION AND FINDING THE

PROJECT CATEGORICALLY EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT ..body
Fiscal Impact:

The estimated construction cost of $144,595 is within the available approved project budget of $150,000 from the Park Asset Replacement Account, and there is a donation of $20,000 from the Friends of San Clemente Beaches, Parks & Recreation Foundation (the “Friends Foundation”).

Summary:

In early 2023, the playground at San Gorgonio Park was replaced through the regular park asset replacement schedule. At the time of construction, engineered wood fiber (EWF) was used for the playground surfacing. Based on community feedback, at its December 5, 2023 meeting, the City Council approved the removal of the EWF and replacement with a rubberized surface material.

After a formal competitive bidding process, Robertson Industries, Inc. was the lowest responsive and responsible bidder. This item is before the City Council to award the contract to Robertson, accept the $20,000 donation from the Friends Foundation and make the appropriate findings under the California Environmental Quality Act (“CEQA”).

Background:

Staff searched for local contractors and released a formal Request for Proposal (RFP) on October 10, 2024, via PlanetBids, for the removal and replacement of the playground substrate surfacing at San Gorgonio Park. The project includes the removal of the existing surface and the installation of a new, compliant substrate that meets all safety and accessibility standards.

On November 21, 2024, the following bids were received:

Bidder Bid
Amount
Responsive? Location of Bidder
Robertson Industries, Inc. $144,595 Yes Rancho Cucamonga, CA SpectraTurf $148,171 Yes Corona, CA
1 I I
Meeting Date: January 14, 2025 Agenda Item: 11J.

CITY OF SAN CLEMENTE
ProTect Turf $135,860 No Orange, CA
Pro Services $150,000 Yes San Diego, CA
Robertson Industries, Inc. was determined to be the lowest responsive and responsible bidder.

The ProTect Turf bid was not responsive because the prosopal excluded several required project items, including but not limited the disposal of soils, security fencing, site prepr and demoltion of existing surface.

As required by City policy and state law, the Contractor will be required to provide performance and payment bonds simultaneously with the execution of the construction contract.

Staff conducted a review of qualified vendors and found no local vendors within the San Clemente area capable of performing this specialized type of work. The technical requirements for playground substrate installation and removal are highly specific and particular.

Council Options:
 Adopt Resolution No. 25-09, which will award to and authorize the City Manager to execute a construction contract with Robertson Industries, Inc. in an amount not to exceed $144,595; approve a 10% project contingency of $14,495; and find the project categorically exempt from CEQA under Class 2 (Replacement or Reconstruction, 14 CCR Section 15320) of the State CEQA Guidelines.
 Modify and adopt Resolution 25-09.
 Continue the item and direct staff to provide additional information.  Do not adopt Resolution No. 25-09 and determine an alternative way to alter the substrate surfacing or leave the EWF material in place.

Environmental Review/Analysis:

This project is categorically exempt from CEQA under Section 15302, Class 2 (Replacement of Reconstruction of Existing Facilities) of the CEQA Guidelines. This exemption applies as the project involves the replacement of an existing facility on the same site with no significant environmental impact or expansion of use.

Recommended Actions:

Staff Recommendation ..recommendation
Adopt Resolution No. 25-09, which will:

1. Find the San Gorgonio Park Playground Substrate Surface Replacement Project to be categorically exempt from the CEQA under Class 2 (Replacement or Reconstruction, 14 CCR section 15302) of the State CEQA Guidelines;

2. Award a contract to Robertson Industries, Inc., as the lowest responsible and responsive bidder, for all items listed in the scope of work;
2 Meeting Date: January 14, 2025 Agenda Item: 11J.

CITY OF SAN CLEMENTE

3. Authorize the City Manager to execute Contract No. C25-03 with Robertson Industries, Inc. for the removal and replacement of the San Gorgonio Park Playground Substrate Surfacing in an amount not to exceed $144,595;

4. Approve a 10% construction contingency of $14,495 for this Project; and

5. Accept a $20,000 donation from the Friends of San Clemente Beaches, Parks & Recreation Foundation for this Project.
..end
Attachment:

1. Resolution No. 25-09

2. Contract No. 25-03 (without attachments)
Notification:

All bidders.
3 Attachment 1
RESOLUTION NO. 25-09

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, AWARDING A

CONSTRUCTION CONTRACT TO ROBERTSON
INDUSTRIES, INC. FOR THE SAN GORGONIO PARK

PLAYGROUND SUBSTRATE SURFACE REPLACEMENT,
CIP PROJECT NO. 11148; AUTHORIZING THE CITY

MANAGER TO EXECUTE THE CONSTRUCTION
CONTRACT IN AN AMOUNT NOT TO EXCEED $144,595;
APPROVING A 10% PROJECT CONTINGENCY;
ACCEPTING A $20,000 DONATION FROM THE FRIENDS OF

SAN CLEMENTE BEACHES, PARKS & RECREATION

FOUNDATION, AND FINDING THE PROJECT

CATEGORICALLY EXEMPT FROM THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT UNDER CLASS 2
(REPLACEMENT OR RECONSTRUCTION, 14 CCR
SECTION 15320) OF THE STATE CEQA GUIDELINES
WHEREAS, the existing engineered wood fiber playground substrate surface at San Gorgonio Park has been approved by the City Council for replacement with a rubberized surface material; and
WHEREAS, the City issued a formal Request for Proposal (RFP) the San Gorgonio Park Playground Substrate Surface Replacement, CIP Project No. 11148 (Project) in October 2024 for the removal and replacement of the playground substrate surface, and bids were solicited from qualified contractors; and
WHEREAS, Robertson Industries, Inc. submitted the lowest responsive and responsible bid in the amount of $144,595; and
WHEREAS, staff has determined that no local vendors are qualified to perform the specialized work required for this Project; and
WHEREAS, the Project scope includes the removal of the existing surface and installation of a new playground substrate surface that meets all applicable safety and accessibility standards; and
WHEREAS, the Friends of San Clemente Beaches, Parks & Recreation Foundation has offered a donation of $20,000 to help fund the Project.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

Section 1. That the above recitations are true and correct and incorporated fully herein.

Section 2. Based on a review of the record as a whole, this Project is hereby 4 Resolution No. 25-09 Page 2
determined to be categorically exempt from the California Environmental Quality Act (“CEQA”) under Section 15302, Class 2 (Replacement of Reconstruction of Existing Facilities, 14 CCR 15302) of the state CEQA Guidelines because it consists of replacement of existing playground substrate/structure where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced with no significant direct or foreseeable indirect environmental impact.

Section 3. The construction contract for the removal and replacement of the San Gorgonio Park playground substrate surfacing is hereby awarded to Robertson Industries, Inc. as the lowest responsive and responsible bidder.

Section 4. The City Manager is authorized and directed to execute a construction contract with Robertson Industries, Inc. for the removal and replacement of the San Gorgonio Park playground substrate surfacing in an amount not to exceed $144,595 and in a form substantially similar to that presented to the City Council on January 14, 2025.

Section 5. A 10% construction contingency of $14,495 for the Project is hereby approved. The City Manager is authorized to utilize the Project contingency to the extent necessary and proper.

Section 6. With gratitude, the City hereby accepts a donation of $20,000 from the Friends of San Clemente Beaches, Parks & Recreation Foundation for the Project. The Beaches, Parks & Recreation Director is authorized and directed to work with the Friends Foundation on appropriate signage acknowledging the donation.

Section 7. City staff is authorized and directed to execute such other documents and take such other and further actions as may be necessary and proper to accomplish the purposes of this resolution.

Section 8. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of ____________________, _______.

ATTEST:
___________________________ __________________________
City Clerk of the City of Mayor of the City of San
San Clemente, California Clemente, California
5 Resolution No. 25-09 Page 3

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-09 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

CONSTRUCTION CONTRACT

PLAYGROUND SURFACING REPLACEMENT AT SAN GORGONIO PARK

1. PARTIES AND DATE.

This Contract is made and entered into this ____ day of January, 2025 by and between the City of San Clemente, a public agency of the State of California (“City”) and Robertson Industries, Inc., an Arizona Corporation with its principal place of business at 2140 East Cedar Street, Tempe, AZ 85281 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Contract.

2. RECITALS.

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

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the City on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing the removal and replacement of the playground substrate surfacing at San Gorgonio Park related construction services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of City. The following license classifications are required for this Project:

California Contractors License

2.3 Project. City desires to engage Contractor to render such services for the PLAYGROUND SURFACING REPLACEMENT AT SAN GORGONIO PARK (“Project”) as set forth in this Contract.

2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, a performance bond, a payment bond, and all insurance documentation, as required by the Contract.

3. TERMS

3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Services/Schedule (Exhibit “A”)
• Plans and Specifications (Exhibit “B”)
• Special Conditions (Exhibit “C”)
• Contractor’s Certificate Regarding Workers’ Compensation (Exhibit “D”) • Public Works Contractor Registration Certification (Exhibit “E”) • Payment and Performance Bonds (Exhibit “F”)
• Insurance Requirements (Exhibit “G”)
• Addenda
• Change Orders executed by the City
Attachment 2
7 55452.01510\32977834.2
2 • 2009 Edition of the Standard Specifications for Public Works Construction (The Greenbook), Excluding Sections 1-8
• Notice Inviting Bids, if any
• Instructions to Bidders, if any
• Contractor’s Bid

3.2 Contractor’s Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project, including all structures and facilities necessary for the Project or described in the Contract (hereinafter sometimes referred to as the “Work”), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to, and performed in accordance with the above referenced documents, as well as the exhibits attached hereto and incorporated herein by reference. The plans and specifications for the Work are further described in Exhibit “B” attached hereto and incorporated herein by this reference. Special Conditions, if any, relating to the Work are described in Exhibit “C” attached hereto and incorporated herein by this reference.

3.2.1 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in writing by a valid change order executed by the City. Should Contractor request a change order due to unforeseen circumstances affecting the performance of the Work, such request shall be made within five (5) business days of the date such circumstances are discovered or shall waive its right to request a change order due to such circumstances. If the Parties cannot agree on any change in price required by such change in the Work, the City may direct the Contractor to proceed with the performance of the change on a time and materials basis.

3.2.2 Substitutions/“Or Equal”. Pursuant to Public Contract Code Section 3400(b), the City may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.”
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the City may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process or article no later than thirtyfive (35) days after award of the Contract. To facilitate the construction schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract.

Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed “or equal” substitution request is rejected, Contractor shall be responsible for providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with Contractor.

The City has the complete and sole discretion to determine if a material, process or article is an “or equal” material, process or article that may be substituted. Data required to substantiate requests for substitutions of an “or equal” material, process or article data shall include a signed affidavit from Contractor stating that, and describing how, the substituted “or equal” 8 55452.01510\32977834.2
3 material, process or article is equivalent to that specified in every way except as listed on the affidavit. Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted “or equal” material, process or article, and substantiates that it is an “or equal” to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted “or equal” material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the City in a timely fashion will result in the rejection of the proposed substitution.

Contractor shall bear all of the City’s costs associated with the review of substitution requests. Contractor shall be responsible for all costs related to a substituted “or equal” material, process or article. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code section 3400.

3.3 Period of Performance.

3.3.1 Contract Time. Contractor shall perform and complete all Work under this Contract within one year, beginning the effective date of the Notice to Proceed (“Contract Time”).

Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the City. Such schedules or milestones may be included as part of Exhibits “A” or “B” attached hereto, or may be provided separately in writing to Contractor. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the City will suffer damage.

3.3.2 Force Majeure. Neither City nor Contractor shall be considered in default of this Contract for delays in performance caused by circumstances beyond the reasonable control of the non-performing party. For purposes of this Contract, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; pandemics or epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. Should such circumstances 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 Contract. Contractor’s exclusive remedy in the event of delay covered under this section shall be a non-compensable extension of the Contract Time.

3.3.3 Liquidated Damages. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages the sum of One Thousand Dollars ($1,000) per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract.

3.4 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including any required business license, and that such licenses and approvals shall be maintained throughout the term 9 55452.01510\32977834.2
4 of this Contract. As provided for in the indemnification provisions of this Contract, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any work necessary to correct errors or omissions which are caused by Contractor’s failure to comply with the standard of care provided for herein. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the City, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.

3.5 Control and Payment of Subordinates; Contractual Relationship. City retains Contractor on an independent contractor basis and Contractor is not an employee of City. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor 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, and workers’ compensation insurance.

3.6 City’s Basic Obligation. City agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the City shall pay to Contractor, as full consideration for the satisfactory performance by Contractor of the services and obligations required by this Contract, the below-referenced compensation in accordance with compensation provisions set forth in the Contract.

3.7 Compensation and Payment.

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, which includes everything that is reasonably foreseeable related thereto, City agrees to pay Contractor the Total Contract Price of One Hundred Forty-Four Thousand and Five Hundred Sixty-Five Dollars ($144,565.00) (“Total Contract Price”) provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the City.

3.7.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, City will arrange for payment of the Total Contract Price upon completion and approval by City of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, City will pay Contractor on a monthly basis as provided for herein. On or before the fifth (5th) day of each month, Contractor shall submit to the City an itemized application for payment in the format supplied by the City indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the City may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the City and in such detail and form as the City shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments.

3.7.3 Prompt Payment. City shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others. 10 55452.01510\32977834.2
5 3.7.4 Contract Retentions. From each approved progress estimate, five percent (5%) will be deducted and retained by the City, and the remainder will be paid to Contractor. All Contract retention shall be released and paid to Contractor and subcontractors pursuant to California Public Contract Code Section 7107.

3.7.5 Other Retentions. In addition to Contract retentions, the City may deduct from each progress payment an amount necessary to protect City from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the City in performing any of Contractor’s obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by City during the prosecution of the Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Contract; and (11) any other sums which the City is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City’s right to such sums.

3.7.6 Substitutions for Contract Retentions. In accordance with California Public Contract Code Section 22300, the City will permit the substitution of securities for any monies withheld by the City to ensure performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the City, or with a state or federally chartered bank in California as the escrow agent, and thereafter the City shall then pay such monies to Contractor as they come due. Upon satisfactory completion of the Contract, the securities shall be returned to Contractor. For purposes of this Section and Section 22300 of the Public Contract Code, the term “satisfactory completion of the contract” shall mean the time the City has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract. Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the City.

3.7.7 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent that title has not previously been vested in the City by reason of payments, full title shall pass to the City at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items.

3.7.8 Labor and Material Releases. Contractor shall furnish City with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by City.

3.7.9 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, 11 55452.01510\32977834.2
6 Title 8, Section 16000 et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract upon request. Contractor 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 Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3.7.10 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law.

3.7.11 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day’s work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker.

3.7.12 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code section 1776. In the event of noncompliance with the requirements of this section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to City, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this section is on Contractor. 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. 12 55452.01510\32977834.2
7 3.7.13 Contractor and Subcontractor Registration. 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 Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit “E” prior to contract execution.

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.

3.7.14 Labor Compliance; Stop Orders. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor’s sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Work, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the City. Contractor 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 Contractor or any subcontractor.

3.8 Performance of Work; Jobsite Obligations.

3.8.1 Water Quality Management and Compliance.

3.8.1.1 Water Quality Management and Compliance. Contractor 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 Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

3.8.1.2 Compliance with the Statewide Construction General Permit.

Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board (“Permit”). It shall be Contractor’s sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a “living document” that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of 13 55452.01510\32977834.2
8 construction and is subject to different weather conditions. It shall be Contractor’s sole responsibility to update the SWPPP as necessary to address conditions at the project site.

3.8.1.3 Other Water Quality Rules Regulations and Policies.

Contractor shall comply with the lawful requirements of any applicable municipality, drainage City, or local agency regarding discharges of storm water to separate storm drain systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs.

3.8.1.4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during construction of The Work. Therefore, the Contractor, by submitting a Bid, hereby acknowledges that it has investigated the risk arising from such waters, has prepared its Bid accordingly, and assumes any and all risks and liabilities arising therefrom.

3.8.1.5 Liability for Non-Compliance. Failure to comply with the Permit is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the City and its officials, officers, employees, volunteers and agents for any alleged violations. In addition, City may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor’s failure to comply with the Permit.

3.8.1.6 Reservation of Right to Defend. City reserves the right to defend any enforcement action brought against the City for Contractor’s failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the City for the costs (including the City’s attorney’s fees) associated with, any settlement reached between the City and the relevant enforcement entity.

3.8.1.7 Training. In addition to the standard of performance requirements set forth in paragraph 3.4, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.8.1.

Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in paragraph 3.8.1 as they may relate to the Work provided under this Agreement. Upon request, City will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

3.8.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor 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, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the 14 55452.01510\32977834.2
9 names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

3.8.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the City in writing. Any necessary changes shall be made by written change order. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor 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 Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.8.4 Permits and Licenses. Contractor shall be responsible for securing City permits and licenses necessary to perform the Work described herein, including, but not limited to, any required business license. While Contractor will not be charged a fee for any City permits, Contractor shall pay the City’s business license fee, if any. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project.

3.8.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for City’s review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

3.8.6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify City of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by City; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, City shall promptly investigate the conditions to determine whether a change order is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

3.8.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, City shall compensate Contractor for the costs of: (1) locating and 15 55452.01510\32977834.2
10 repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of City to provide for removal or relocation of such utility facilities.

3.8.8 Air Quality. Contractor 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). Although CARB limits and requirements are more broad, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor 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 Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.8.9 State Recycling Mandates. Contractor shall comply with State Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling.

3.9 Completion of Work. When Contractor determines that it has completed the Work required herein, Contractor shall so notify City in writing and shall furnish all labor and material releases required by this Contract. City shall thereupon inspect the Work. If the Work is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a reinspection by the City. Once the Work is acceptable to City, City shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which City may be authorized or directed by law to retain. Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

3.10 Claims; Government Code Claim Compliance.

3.10.1 Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes.

3.10.2 Claims. For purposes of this Section, “Claim” means a separate demand by the Contractor, after a change order duly requested in accordance with the terms of this Contract has been denied by the City, for (A) a time extension, (B) payment of money or damages arising from Work done by or on behalf of the Contractor pursuant to the Contract, or (C) an amount the payment of which is disputed by the City. A “Claim” does not include any demand for payment for which the Contractor has failed to provide notice, request a change order, or otherwise failed to follow any procedures contained in the Contract Documents. Claims governed by this Section may not be filed unless and until the Contractor completes all procedures for giving notice of delay or change and for the requesting of a time extension or change order, including but not necessarily limited to the change order procedures contained herein, and Contractor’s request for a change has been denied in whole or in part. Claims governed by this Section must be filed no later than 16 55452.01510\32977834.2
11 fourteen (14) days after a request for change has been denied in whole or in part or after any other event giving rise to the Claim. The Claim shall be submitted in writing to the City and shall include on its first page the following in 16 point capital font: “THIS IS A CLAIM.” Furthermore, the claim shall include the documents necessary to substantiate the claim. Nothing in this Section is intended to extend the time limit or supersede notice requirements otherwise provided by contract for the filing of claims, including all requirements pertaining to compensation or payment for extra Work, disputed Work, and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon.

3.10.3 Supporting Documentation. The Contractor shall submit all claims in the following format:

3.10.3.1 Summary of claim merit and price, reference Contract Document provisions pursuant to which the claim is made

3.10.3.2 List of documents relating to claim:
(A) Specifications
(B) Drawings
(C) Clarifications (Requests for Information)
(D) Schedules
(E) Other

3.10.3.3 Chronology of events and correspondence

3.10.3.4 Analysis of claim merit

3.10.3.5 Analysis of claim cost

3.10.3.6 Time impact analysis in CPM format

3.10.3.7 If Contractor’s claim is based in whole or in part on an allegation of errors or omissions in the Drawings or Specifications for the Project, Contractor shall provide a summary of the percentage of the claim subject to design errors or omissions and shall obtain a certificate of merit in support of the claim of design errors and omissions.

3.10.3.8 Cover letter and certification of validity of the claim, including any claims from subcontractors of any tier, in accordance with Government Code section 12650 et seq.

3.10.4 City’s Response. Upon receipt of a claim pursuant to this Section, City shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 days after the public entity issues its written statement.

3.10.4.1 If City needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the 17 55452.01510\32977834.2
12 claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, City shall have up to three days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.

3.10.4.2 Within 30 days of receipt of a claim, City may request in writing additional documentation supporting the claim or relating to defenses or claims City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of City and the Contractor.

3.10.4.3 City’s written response to the claim, as further documented, shall be submitted to the Contractor within 30 days (if the claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.

3.10.5 Meet and Confer. If the Contractor disputes City’s written response, or City fails to respond within the time prescribed, the Contractor may so notify City, in writing, either within 15 days of receipt of City’s response or within 15 days of City’s failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, City shall schedule a meet and confer conference within 30 days for settlement of the dispute.

3.10.6 Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, City shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after City issues its written statement. Any disputed portion of the claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with City and the Contractor sharing the associated costs equally. City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing, unless the parties agree to select a mediator at a later time.

3.10.6.1 If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator.

3.10.6.2 For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the Parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.

3.10.6.3 Unless otherwise agreed to by City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced.

3.10.6.4 The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is 18 55452.01510\32977834.2
13 earlier. All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is completed.

3.10.7 Procedures After Mediation. If following the mediation, the claim or any portion remains in dispute, the Contractor must file a claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim pursuant to subdivision (a) until the time the claim is denied, including any period of time utilized by the meet and confer conference or mediation.

3.10.8 Civil Actions. The following procedures are established for all civil actions filed to resolve claims subject to this Section:

3.10.8.1 Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the terms of these procedures.. The mediation process shall provide for the selection within 15 days by both parties of a disinterested third person as mediator, shall be commenced within 30 days of the submittal, and shall be concluded within 15 days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.

3.10.8.2 If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration.

3.10.8.3 In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney’s fees on appeal of the other party.

3.10.9 Government Code Claims. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City. A Government Code claim must be filed no earlier than the date the work is completed or the date the Contractor last performs work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted.

3.10.10 Non-Waiver. City’s failure to respond to a claim from the Contractor within the time periods described in this Section or to otherwise meet the time requirements of this 19 55452.01510\32977834.2
14 Section shall result in the claim being deemed rejected in its entirety. City’s failure to respond shall not waive City’s rights to any subsequent procedures for the resolution of disputed claims.

3.11 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City.

In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the City may terminate this Contract pursuant to Section 3.17.3; provided, however, that the City needs to provide Contractor with only one (1) day advanced written notice.

3.12 Indemnification.

3.12.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend (with counsel reasonably approved by City), indemnify and hold the City, its officials, employees, agents 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 Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense arising from the sole or active negligence or willful misconduct of the City or the City’s agents, servants, or independent contractors who are directly responsible to the City, or for defects in design furnished by those persons.

3.12.2 Additional Indemnity Obligations. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.

Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents.

3.13 Insurance. Contractor agrees to procure and maintain, at Contractor’s expense all insurance specified in Exhibit “H” attached hereto and by this reference incorporated herein.

Contractor shall require all subcontractors to carry the same policies and limits of insurance that the Contractor is required to maintain, unless otherwise approved in writing by the City.

3.14 Bond Requirements.

3.14.1 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Payment Bond in an amount required by the 20 55452.01510\32977834.2
15 City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.14.2 Performance Bond. If specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Performance Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.14.3 Bond Provisions. Should, in City’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the City, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City.

If Contractor fails to furnish any required bond, the City may terminate the Contract for cause.

3.14.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a Californiaadmitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.15 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor’s obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work.

Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City.

In the event that Contractor fails to perform its obligations under this Section, or under any other 21 55452.01510\32977834.2
16 warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.15.1 Warranty Bonds. At the time of completion of the project and prior to acceptance, a warranty bond in the amount of 25% of the contract price shall be required for a period of one (1) year after City recordation of Notice of Completion.

3.16 Employee/Labor Certifications.

3.16.1 Contractor’s Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every 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 Work. A certification form for this purpose, which is attached to this Contract as Exhibit “D” and incorporated herein by reference, shall be executed simultaneously with this Contract.

3.16.2 Equal Opportunity Employment. Contractor 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.

3.16.3 Verification of Employment Eligibility. By executing this Contract, Contractor 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 subcontractors and sub-subcontractors to comply with the same.

3.17 General Provisions.

3.17.1 City’s Representative. The City hereby designates the General Manager, or his or her designee, to act as its representative for the performance of this Contract (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.17.2 Contractor’s Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the City (“′Contractor’s Representative”). Following approval by the City, Contractor’s Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor’s Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor’s Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the City, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the City, shall be made for emergency Work which may be required. 22 55452.01510\32977834.2
17 Should Contractor desire to change its Contractor’s Representative, Contractor shall provide the information specified above and obtain the City’s written approval.

3.17.3 Termination. This Contract may be terminated by City at any time, either with our without cause, by giving Contractor three (3) days advance written notice. In the event of termination by City for any reason other than the fault of Contractor, City shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, City may terminate the Contract immediately without notice, may reduce payment to Contractor in the amount necessary to offset City’s resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, City may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract.

3.17.4 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from City, the matter shall be referred to City’s Representative, whose decision shall be binding upon Contractor.

3.17.5 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials, Contractor hereby offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the City tender final payment to Contractor, without further acknowledgment by the Parties.

3.17.6 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

CONTRACTOR:

Robertson Industries, Inc.
2140 East Cedar Street
Tempe, AZ 85281
Attn: Vince Brantley, Sales Representative
CITY:

City of San Clemente
100 N Calle Seville
San Clemente, CA 92672
Attn: Samantha Wylie, Beaches, Parks & Recreation Director City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attn: Laura Campagnolo, City Clerk
23 55452.01510\32977834.2
18 Any notice so given shall be considered received by the other Party three (3) days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.17.7 Time of Essence. Time is of the essence in the performance of this Contract.

3.17.8 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of City. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, City may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee.

3.17.9 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.17.10 Laws, Venue, and Attorneys’ Fees. 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 Orange, State of California.

3.17.11 Counterparts/Electronic Signature. This Contract may be executed in counterparts, each of which shall constitute an original. This Contract may be executed electronically with the same force and effect as an original ink signature. Bonds, if required, must be signed with original ink signatures and accompanied by notary acknowledgments.

3.17.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.

3.17.13 [Reserved]

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

3.17.15 Conflict of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor 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 Contractor, 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. For the term of this Contract, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or 24 55452.01510\32977834.2
19 subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Work.

3.17.16 Certification of License.

3.17.16.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor’s license of the classification indicated below under Contractor’s signature.

3.17.16.2 Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O.

Box 26000, Sacramento, California 95826.

3.17.17 Authority to Enter Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind each respective Party.

3.17.18 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties.

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

3.17.20 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project or other projects. [SIGNATURES ON NEXT PAGE]
25 55452.01510\32977834.2
20 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.

CITY OF SAN CLEMENTE
By:____________________________
Andy Hall, City Manager
ATTEST: Dated: _______________, 20____
_____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
_____________________________
Elizabeth A. Mitchell, City Attorney

APPROVED AS TO AVAILABILITY
OF FUNDING:
_____________________________
Finance Authorization

ROBERTSON INDUSTRIES,
INC., an Arizona corporation
(“CONTRACTOR”)

By:_____________________________
Thomas Discipio, CEO
Dated: __________________, 2025
By:_____________________________
William Stafford, CFO
Dated: __________________, 2025
26 55452.01510\32977834.2
21 EXHIBIT “A”

SERVICES / SCHEDULE
Continued on next page.
27 ROBERTSON INDUSTRIES, INC.

Corporate Office: 2140 East Cedar Street • Tempe, AZ 85281 Toll Free: (800) 858.0519 • Fax: (602) 340-0402
www.totturf.com
Description of Scope of Work:
• Provide Temp Fencing for duration of project.
• Remove and dispose of existing EWF materials.
• Remove and dispose of the existing ADA Concrete Ramp
• Furnish, install and properly compact an aggregate subbase for a new PIP surfacing installation • Furnish and install new IPEMA Certified PIP Rubberized Safety Surfacing per ADA, ASTM and IPEMA Standards.
• Approx 6,000 Total SF (4600 SF at 8’ / 1400 SF at 4’) • Color to be 50% Std. EPDM TBD mixed with 50% Black - Aromatic • Includes a Basic 3-Color(s) Design – TBD - Although Not Required • Includes a 5-Year Warranty
TOTAL COST: $144,595
Other Notes:

I. Addendums 1-3 are acknowledged.

II. Additional Options available via change order(s):
a. Less Black in color mix
b. Extensive design work
c. Tot Turf Advantage under Slide Exits and Swing Bays
d. Upgrade the Urethane to Aliphatic
28 Robertson
Recreational Surfaces AP LA Y CORE C--"Y
Proposal # 23-38886
Robertson Industries, Inc.
2140 E. Cedar Street
Tempe, AZ 85281
(800) 858-0519
FAX: (602) 340-0402
www.totturf.com
Date Issued: 11/19/2024
Project Name: San Gorgonio Park - City of San Clemente
Address: 400 Linda Ln, San Clemente, CA 92672
Contact: Steve Fritzsch
Phone: +19492459292
Email: [email protected]
Sales Representative
Name: Vince Brantley
Phone: +17149048219
Email: [email protected]
PRICE EXPIRES: 02/18/2025

PRODUCT NAME DESCRIPTION QTY UNIT

PRICE TOTAL
Site Prep Opt. 1 - Site Prep Work per below 1 $40,850 $40,850.00 TotTurf Poured in Place Safety
Surfacing
Opt. 1 - Install IPEMA Certified Poured in Place Safety Surfacing 1 $103,745 $103,745
GRAND TOTAL $144,595
CONTRACT TYPE: Regular WAGE TYPE: State Prevailing UNION: No CA GRANT: No DETAILED SCOPE:

CA DIR Registration # 1000002700 - CA Contractors Lic. #667261 C/61 - D/12 PRICE BASED ON:

Prevailing Wages and apprenticeship requirements when applicable.

There are NO Union or Labor Agreements requirements included in our proposal. (add 15% if required) Performance and/or Payment Bonds are Not Included (add 2% if required) Proposal based on drawings, details and specifications provided by customer Includes addendum(s) 1-3

PROJECT OVERVIEW
Replace EWF with PIP Rubber Surfacing
Over Entire Playground
Approx 6000 Total SF (4600 SF at 8’ / 1400 SF at 4’)
50/50 Std. EPDM and Black Aromatic
3 color basic design
Includes a 5-Year Warranty
Customer responsible for securing the area which includes 72 hours of curing time.

EXCLUSIONS:

Curbing/Borders, Drainage and Equipment Installation
Temp Fencing and overnight Security unless noted above
HIC/Gmax Testing
INSTALLATION NOTES:

Material ordering lead time is 8-12 weeks for premium colors Typical Scheduling Lead Time is 3-4 Weeks
Staging and Access to be within 100 LF and no stairs unless noted above COMMENTS:

SECURITY:
29 Rob,ertson
Recreational Surf.aces A P LAYCOR~ C0fflpany
SIGNATURE: DATE:

Printed Name: Title:

Company Name:

Address:

BILLING Contact Name:

BILLING Email: Phone: Fax:

Issue all POs, Contracts, and payments to ROBERTSON INDUSTRIES, INC.

Send ALL completed forms back to your Sales Representative:

Vince Brantley: [email protected]
CLICK HERE TO PAY WITH A CREDIT CARD: PAY NOW!
Proposal # 23-38886
TERMS & CONDITIONS:

1. Quote is based on the information provided here within and is subject to change based on final installation unless otherwise indicated in writing.

Any changes or additions to this proposal will affect pricing.

2. Changes to the proposed scope not agreed to here within or separately in writing may result in additional charges (change order). Work cannot commence until Change Order(s) are fully executed.

3. ANY additional site work not included here within, including sub base, is the responsibility of the owner.

4. Job site access must be at a maximum of 25' for trucks and mixer, with no stairs. Irrigation, sprinkler, and/or water systems must be shut off 24 hours before install and remain off until 24 hours after the installation has completed.

5. Charges for downtime/stand-by may be assessed in the event that installation is delayed due to the site not being ready as scheduled or if installation is interrupted for reasons other than those related to weather or general public emergencies.

6. Security during install and upon completion is the responsibility of the owner, unless specified otherwise in Project Scope.

7. Excess material at the job site upon completion is property of Robertson Industries, Inc., unless otherwise noted here within.

8. Installations scheduled after 90 days of proposal acceptance may be subject to price adjustments.

9. Scheduling and crew deployment is subject to local weather conditions.

10. Warranty will NOT be issued unless "Completion Sheet" is signed.

11. All projects over $2,500.00 will be issued a preliminary lien.

Force Majeure: No Party to this Agreement shall be responsible for any delays or failure to perform any obligation under this Agreement due to acts of God, outbreaks, epidemic/pandemic or the spreading of disease or contagion strikes or other disturbances, including, without limitation, war, insurrection, embargoes, governmental restrictions, acts of governments or governmental authorities, and any other cause beyond the control of such party. During an event of force majeure, the Parties' duty to perform obligations shall be suspended.

PROPOSAL ACCEPTANCE: I agree to the scope and details as provided for the above mentioned proposal as well as the terms outlined in this agreement. I am duly authorized to approve and accept this proposal as stated.

CONTRACT to follow PURCHASE ORDER to follow ACCEPT THIS AS OUR AGREEMENT PAYMENT TERMS:

Payment is due upon receipt, and payment may be made via Check, ACH or Credit Card. Customers requesting credit terms may be required to submit a credit application and/or a deposit. Credit applications can be obtained from your sales representative. If credit terms are extended, payment terms are due Net 30 days from date of invoice.

Please attach a copy of your TAX EXEMPT CERTIFICATE if you or your company is claiming tax exemption.

TOTAL PURCHASE AMOUNT: $144,595
Scheduling/Site Contact: Steve
Phone: +19492459292 Email: [email protected]
Estimated Install Date:

Dec

INITIALS
30 D
--------
D D D
Robertson Industries, Inc: 2140 East Cedar Street, Tempe, AZ 85281 ~ (800) 858-0519, FX: (602) 340-0402 AZ: ROC091920, CLASS L-05 ~ CA: 667261, CLASS C/61 D/12 ~ NV: 42331, CLASS C25 C40 CALIFORNIA PWC REGISTRATION NUMBER: 1000002700 (DIR#)
The PlayCore Surfacing Division Includes: Robertson Industries, Inc, Sports Surface Specialties, Rubber Designs and American Recycling Center
31 ·--------
EXHIBIT “B”

PLANS AND SPECIFICATIONS
Continued on next page.
32 12/2022
SECTION 32 18 16.13

PLAYGROUND RESILIENT SURFACING

TOTTURF POURED IN PLACE (PIP) EPDM
PART 1 - GENERAL

1.01 WORK SCOPE
A. Furnish labor, material, and equipment necessary to install the poured-in-place, resilient surfacing system as shown on the drawings and specified herein. a. Work shall include, but not be limited to the following: layout; excavation; backfill; furnishing and installing of base material; furnishing and installing of poured-inplace, resilient surfacing and all other incidental work to provide a complete resilient surfacing system.
b. Poured in place playground surfacing shall consist of a polyurethane binder mixed with recycled rubber, which will make up the attenuation cushion layer. The attenuation cushion layer is capped with EPDM granules, mixed with a polyurethane binder creating the Wear Course.
c. Surfaces shall comply with ADA and CPSC guidelines as well as ASTM Standards.

Manufacturer is to be certified by IPEMA, a third-party testing organization for playground surfaces and equipment.

1.02 PERFORMANCE REQUIREMENTS
A. Area Safety: Poured in place within playground use zones shall meet or exceed the performance requirements of the CPSC, ADA and Fall Height Test ASTM F1292-18.

The surface must yield both a peak deceleration of no more than 200 G-max and a Head Injury Criteria (HIC) value of no more than 1,000 for a head-first fall from the highest accessible portion of play equipment being installed as shown on drawings.

IPEMA certification is required. (ASTM F1292-18, section 15 The laboratory test used to determine critical fall height shall have been conducted on surfacing material samples identical in design, materials, components, and thickness and manufactured as the installed playground surface).

Accessibility: NOTE: Children’s outdoor play areas shall be in compliance with the Uniform Federal Accessibility Standards (UFAS) FED-STD-795 and the Architectural B.
©2020 Robertson Recreational Surfaces, A PlayCore Company. 800-858-0519 www.totturf.com All rights reserved. All information contained is subject to change without notice. 1 33 Robertson ••-•■ Recreational Surfaces A P LAYCORE C:OfflP,ln~ 12/2022
and Engineer Instructions (9AEI) Design Criteria.

C. The requirements of the Americans with Disabilities Act. Accessibility Guidelines (ADAAG) 28 CFR Part 36 that provide equal or greater accessibility than the requirements of UFAS must also be met in children’s outdoor play areas.

D. Poured in place surfaces intended to serve as accessible paths of travel for persons with disabilities shall be firm, stable and slip resistant, and shall meet the requirements of ASTM F 1951-14 and ASTM F1292-18.

1.03 APPLICABLE STANDARDS
A. ASTM International
B. ASTM D2047- Standard test method for determining the static coefficient of friction of ceramic tile and other like surfaces by the horizontal dynamometer pull meter method.

This standard replaces ASTM C1028.

C. ASTM D412 – Standard test methods for vulcanized rubber and thermoplastic rubbers and thermoplastic elastomers-tension.

D. ASTM D624 - Standard test method for tear strength of conventional vulcanized rubber and thermoplastic elastomers.

E. ASTM D2859 – Standard test method for flammability of finished textile floor covering materials.

F. ASTM E303 – Standard test method for measuring surfacing frictional properties using the British Pendulum tester.

G. ASTM F1292-18 – Standard specification for impact attenuation of surface systems under and around playground equipment.

ASTM F1951 – Standard specification for determination of accessibility of surface systems under and around playground equipment.

H.
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1.04 Poured in place surfaces shall be manufactured and installed by trained, experienced company employees or certified installers who have successfully completed the “Certified Installers Training Program” required by Robertson Industries Inc.

1.05 SUBMITTALS: THE FOLLOWING SHALL BE SUBMITTED
A. The Contractor shall submit a complete set of the material submittals, as required, including manufacturer’s name and address, specific trade names, catalog and model numbers, illustrations and descriptive material, and samples of the proposed material for this project clearly marked as to proposed items for approval by the Owner’s representative.

B. Products submitted as equal must include hard copies of manufactures written specifications, warranty, purchase and use of materials.

C. Manufacturer’s descriptive data and installation instructions.

D. Manufacturer’s details showing depths of wear course and sub-base materials, anchoring systems and edge details.

E. Upon request, a listing of at least five installations where products similar to these proposed for use have been installed and have been in service for a minimum period of three years. The list shall include owner or purchaser, address of installation, date of installation, contact person, and phone number.

F. A signed statement by an authorized official certifying that the surfacing system meets the requirements of ASTM F1292-18, section 15 for a head-first fall from the highest accessible portion of the specified playground equipment.

G. A signed statement from the manufacturer of the poured in place surfacing attesting that all materials under this section shall be installed only by the Manufacturer’s Trained Installers.

A Certificate of Insurance shall be provided by the Manufacturer for poured in place surfacing for use as playground safety surfacing, covering general and product liability, of not less than $1,000,000 for each occurrence, $2,000,000 general aggregate, with an excess/umbrella liability of $25,000,000. The issuing underwrite shall be AA rated.

I. IPEMA Certification mandatory
©2020 Robertson Recreational Surfaces, A PlayCore Company. 800-858-0519 www.totturf.com All rights reserved. All information contained is subject to change without notice. 3 35 Robertson ••-•■ Recreational Surfaces A P LAYCORE C:OfflP,ln~ 12/2022

1.06 Delivery, Storage and Handling: Materials and equipment shall be delivered and stored in accordance with the manufacturer’s recommendations.

1.07 Project Site Conditions: Poured in Place surfacing must be installed on a dry subsurface, with no prospect of rain within the initial drying period, and within the recommend temperature range of the manufacturer. Installation in weather condition of extreme heat, cold (less than 55°F), and/or high humidity may affect cure time, and the structural integrity of the final product. Immediate surrounding sites must be reasonably free of dust conditions or this could affect the final surface look.

1.08 Sequencing and Scheduling: Poured in Place surfacing shall be installed after all playground equipment, shade structures, signs and any other items that will be within the surfacing area. Coordinate with General Contractor.

1.09 Surface installation coordinated by manufacturer representative.

1.10 Warranty: Poured in Place surface shall maintain required impact attenuation characteristics and be guaranteed against defects in workmanship AND material for a limited five-year period or as specified and agreed upon per alternate contract.

Warranty will be specific to maintenance requirements and performance standards of completed product. Warranty is void if not installed by Manufacturers Trained and Certified Poured in Place Surfacing Installers.

1.11 Testing: NOTE: Critical Fall Height Four feet through 10 feet have been tested in accordance with Section 15 – Critical Fall Height Test Procedure of ASTM F1292-18.

PART 2 – PRODUCTS

2.01 Safety surfacing shall consist of both recycled and synthetic materials meeting the requirements of this specification. The type of safety surfacing shall be Robertson Industries Inc., manufactured and installed by Robertson Industries Inc., or it’s Certified Installers. Telephone: (800) 858-0519.

2.02 PRODUCT SCOPE
A. Poured in Place Surface: The poured in place surface shall consist of recycled rubber mixed with a polyurethane binder, then capped with EPDM granules mixed with an aliphatic binder or aromatic binder.
©2020 Robertson Recreational Surfaces, A PlayCore Company. 800-858-0519 www.totturf.com All rights reserved. All information contained is subject to change without notice. 4 36 Robertson ••-•■ Recreational Surfaces A P LAYCORE C:OfflP,ln~ 12/2022
B. It shall consist of a uniform material manufactured in such a way that the top portion meets the requirements specified herein for wear surface.

C. The type of safety surfacing shall be a poured-in-place system and shall be indicated on the drawings.

2.03 ATTENUATION CUSHION LAYER SECTION
A. Impact attenuation cushion layer consists of these materials; recycled styrene butadiene rubber (SBR) and/or cryogenic crumb rubber and/or pre consumer postindustrial reclaimed scrap rubber adhered with a 100% solids polyurethane binder to form a resilient porous material.

B. Strands of SBR may vary from 0.5 mm – 2.0 mm in thickness by 3.0 mm – 20 mm in length.

Chunk Premium Black Rubber Granules are 5/8” granules: This rubber is pre-consumer, post-industrial, reclaimed rubber, granulated through a 5/8” screen and contains less than 2% dust.

D. SBR Crumb Rubber (5-9 Mesh) using sieve analysis ASTM D5644 with a fiber content of .1% or less mixed in.

E. Binder shall be between 7-12% of the total weight of the material and shall provide 100 % coating of the particles.

The attenuation cushion layer shall be compatible with the wear course and must meet requirements herein for impact attenuation.

2.04 WEAR COURSE
A. Wear course shall consist of Ethylene Propylene Diene Monomer (EPDM) granules with polyurethane binder formulated to produce an even, uniform, seamless surface.

Installation of surfacing shall be seamless (unless otherwise agreed upon by owner).

B. EPDM shall be peroxide cured with an EPDM content of 26% and shall include a processing aid to prevent hardness with 26% poly content to maintain dynamic testing characteristics, weatherization and UV stability.
©2020 Robertson Recreational Surfaces, A PlayCore Company. 800-858-0519 www.totturf.com All rights reserved. All information contained is subject to change without notice. 5 37 Robertson ••-•■ Recreational Surfaces A P LAYCORE C:OfflP,ln~ 12/2022
C. ASTM D2240 (Shore A) hardness of 55-65, not less than 26 percent rubber hydrocarbons.

D. Size of EPDM granules shall be 1-4mm across. Binder shall be not less than 20% of total weight of rubber used in the wear surface and shall provide 100% coating of the particles.

E. Thickness of wear course shall be a minimum .5” (12.7 mm).

F. The wear course shall be porous.

2.05 BINDER
A. No Toluene Diphenyl Isocyanate (TDI) shall be used.

B. No filler materials shall be used in urethane such as plasticizers and the catalyzing agent shall contain no heavy metals.

C. Weight of polyurethane shall be no less than 8.5 lbs. /gal (1.02 Kg/1) and no more than

9.5 lbs. /gal (1.14 Kg/1).

D. Manufacturer is permitted to modify the type of urethane required to match extreme weather conditions. Substitutions must be equal to or exceed original quality.

2.06 TOT TURF ADVANTAGE INSERTS
A. Insert – Thermal Plastic Vulcanized angular granules with a (Shore A) hardness of 65° A ± 5 and particle size between .5-1.5 mm shall be used.

B. Thickness of the Insert shall be .5”
C. Insert shall be porous.

D. Aliphatic urethane to be used as a binder.
©2020 Robertson Recreational Surfaces, A PlayCore Company. 800-858-0519 www.totturf.com All rights reserved. All information contained is subject to change without notice. 6 38 Robertson ••-•■ Recreational Surfaces A P LAYCORE C:OfflP,ln~ 12/2022
E. Location –Insert to be installed under swings, swing bays, slide exits (unless otherwise noted in drawings). Customer to approve location of wear mat inserts.

F. Standard Color .5-1.5mm to be used. Colors include four standard colors: Terra Cotta Red, Blue, Green, and Beige.

G. Size: Swing bay use locations shall have TPV Inserts inclusive of all outside bay structure poles. Singular swings and slide exits shall be 4’x4’x.5” in thickness.

2.07 MATERIALS
A. Wear Course - EPDM Granules
Manufacturers: EPDM Granules
Robertson Industries Inc. (800) 858-0519
Playground Area
As Distributed by:

Location Used:

B. Attenuation cushion layer – Robertson Industries Inc. Shredded and/or Chunk Rubber
As Distributed by:

Location Used:

Robertson Industries Inc. (800) 858-0519
Playground Area
C. Binder – Aromatic VORAMER MR Products
Manufacturer:

As Distributed by:

Location Used:

DOW Chemical
Robertson Industries Inc. (800) 858-0519
Playground Area
D. Binder – Aromatic Urethane Stobielast® S 1020
Manufacturer:

As Distributed by:

Location Used:

Stockmeier Urethanes, USA, Inc.

Robertson Industries, Inc. (800) 858-0519
Playground Area
E. Binder – Aliphatic Urethane Premium, Non-Ambering
Manufacturer:

As Distributed by:

Location Used:

Accella Polyurethane Systems
Robertson Industries Inc. (800) 858-0519
Playground Area
F. Chunk Premium Black Rubber Granules
Manufacturer: American Recycling Center, Inc. (989) 725-5100 655 Wabassee Drive
©2020 Robertson Recreational Surfaces, A PlayCore Company. 800-858-0519 www.totturf.com All rights reserved. All information contained is subject to change without notice. 7 39 Robertson ••-•■ Recreational Surfaces A P LAYCORE C:OfflP,ln~ 12/2022
Owosso, MI 48867
Robertson Industries Inc. (800) 858-0519
Playground Area
As Distributed by:

Location Used:

PART 3 – EXECUTION

3.01 SITE PREPARATION
A. Finished Grade/Slope: Verify that finished elevations or adjacent areas are as indicated on the architectural or site plans, that the appropriate sub-grade elevation has been established for the safety surface to be installed, and that the subsurface has been installed per architectural, site or equipment plans while meeting accessibility and use zones requirements.

B. Aggregate Sub Base: Tolerance of aggregate sub-base shall be within .5” in depth.

Verify that aggregate sub-base has been fully compacted. Per ADA Guidelines:
compacted Aggregate sub-base – 4” of .75” minus irregular stone with fines compacted to 95% in 2” watered lifts.

C. Concrete Sub-Base: Tolerance of concrete or bituminous sub-base shall be with .125” (3.0 mm) in 10’ (3050 mm). Per ADA Guidelines: Concrete a minimum of 3’ – 4’ at a minimum 2500 PSI. Concrete must cure for 7 days prior to application of attenuation cushion layer. Concrete must cure 21 days if wear course is to be applied directly to concrete surface. If poured in place surfacing is installed, verify that the concrete subbase has cured (all areas appear white in color usually at 7 days) and that all concrete curing compounds and other deleterious substances that might adversely affect adhesion have been removed. Surface shall be clean and dry.

D. Asphalt Sub-Base: Asphalt cure time requires 21-28 days. Once the new asphalt has cured, it must be pressure washed prior to the surfacing being installed. The contractor shall be responsible for flooding the pad to ensure proper slope and tolerance. Any areas holding enough water to cover a flat nickel shall be patched prior to the arrival of our installation crews.

E. Drainage: Verify that sub-surfacing drainage, if required, has been installed to provide positive drainage.
©2020 Robertson Recreational Surfaces, A PlayCore Company. 800-858-0519 www.totturf.com All rights reserved. All information contained is subject to change without notice. 8 40 Robertson ••-•■ Recreational Surfaces A P LAYCORE C:OfflP,ln~ 12/2022

3.02 INSTALLATION
A. Poured in Place Surfacing: Components of the poured in place surfacing shall be mixed on site in a rotating tumbler to ensure components are thoroughly mixed and are in accordance with manufactures recommendations. Installation of surfacing shall be seamless up to 2,000 square feet per day. Material shall cover all foundations and fill around all elements penetrating the surface.

B. Attenuation Cushion Layer: Whenever practical, attenuation cushion layer of surfacing material shall be installed in one continuous pour on the same day of up to 2,000 square feet. When a second pour is required, step the seam (see detail) and fully coat the step of the previous work with polyurethane binder to ensure 100% bond with new work. Apply adhesive in small quantities so that new attenuation cushion layer can be placed before the adhesive dries.

C. Wear Course: Wear course must be quality peroxide cured EPDM granules. wear surface shall be bonded to attenuation cushion layer. If necessary, additional primer will be used between the attenuation cushion layer and wear course. Apply adhesive to attenuation cushion layer in small quantities allowing the wear course to be applied before adhesive dries. Surface shall be hand troweled to a smooth, even finish. Expect continuous and seamless up to 2,000 square feet per day (contact sales representative for seamless in excess of 2,000 square feet). Where seams are required due to color change, size or adverse weather, a step configuration will be constructed to maintain wear course integrity. The edge of initial pour shall be coated with adhesive and wearing surface mixture shall be immediately applied. Pads with multiple seams are encouraged to include a topcoat of urethane before being placed into use. Butt joint seams are not acceptable except for repairs. Under special conditions and with Owners written approval seams may be permitted in same color pad. Consult with Manufacturer for specific applications.

Perimeter: For installations over existing concrete, the perimeter shall be saw cut to provide a keyway 1” deep x 1” wide, or formed during the pour, with surfacing rolled down into the void. Primer adhesive must be applied to all sides of the void. When connecting to a concrete curb or border, the inside vertical edge shall be primed with adhesive and the final 2” of the attenuation cushion layer shall be tapered to allow the wear surface material to be 1.5”– 2” thick where it joins the concrete.

Asphalt: When installing over new asphalt, a curb or other type of border is recommended around the entire pad to separate the new surface from other ground materials. Primer adhesive must be applied to the inside vertical edge of the border before poured in place surface installation.

E.
©2020 Robertson Recreational Surfaces, A PlayCore Company. 800-858-0519 www.totturf.com All rights reserved. All information contained is subject to change without notice. 9 41 Robertson ••-•■ Recreational Surfaces A P LAYCORE C:OfflP,ln~ 12/2022
F. Asphalt: When installing over existing asphalt, a keyway cut of 1” deep by 1” side for the poured in place to taper into and terminate with required ADA slope.

G. Thickness: Construction methods such as the use of measured screeds or guides shall be employed to ensure that the full depth of specified surfacing material is installed.

Surfacing system thickness throughout the playground equipment use zone shall be as required to meet the impact attenuation requirements specified herein.

H. Clean Up: Manufacturer installers shall work to minimize excessive adhesive on adjacent surfaces or play equipment. Spills of excess adhesive shall be promptly cleaned.

I. Protection: The safety surface shall be allowed to fully cure in accordance with Manufacturer’s instructions. The surface shall be protected by the owner from all traffic during the curing period of at a minimum of 48 hours or as instructed by the Manufacturer.

J. Manufacturer Services: For poured in place safety surfacing, a Manufacturer’s representative who is experienced in the installation of playground safety surfacing shall be provided. The representative shall supervise the installation to ensure that the system meets the impact attenuation requirements as specified herein.

3.03 SITE AREA CLEAN UP
The site shall be kept clean and free of tools, trash, and debris and installation materials daily. Products may be stored on site during installation with appropriate protective measures and approval by the Owner’s representative.

END OF SECTION
©2020 Robertson Recreational Surfaces, A PlayCore Company. 800-858-0519 www.totturf.com All rights reserved. All information contained is subject to change without notice. 10 42 Robertson ••-•■ Recreational Surfaces A P LAYCORE C:OfflP,ln~ 910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING

CITY OF SAN CLEMENTE
Meeting Date: January 14, 2025 Agenda Item: 11K.

Submitted By: Public Works
Prepared By: Amir K. Ilkhanipour, Principal Civil Engineer Subject:
..titl e

CONSIDERATION OF RESOLUTION AUTHORIZING AN EXEMPTION TO THE FORMAL

SOLICITATION PROCESS FOR THE COOPERATIVE PURCHASE OF SYNTHETIC TURF FROM ASTROTURF CORPORATION IN AN AMOUNT NOT TO EXCEED $932,294 FOR THE

VISTA HERMOSA SPORTS PARK ARTIFICIAL SOCCER FIELD TURF REPLACEMENT, CIP PROJECT NO. 14810, AWARDING AND AUTHORIZING EXECUTION OF THE AGREEMENT,

AND FINDING THE PROJECT CATEGORICALLY EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT ..body
Fiscal Impact:

The total amount of the purchase of the artificial turf is not to exceed $932,294, which is within the approved budget of $2,000,000. Upon approval of the materials purchase, staff will issue a formal Notice Inviting Bids to complete the installation utilizing the remaining project fund balance.

Funding for this project is from the Facilities Reserve Fund, Account No. 014-820-45300-000- 14810, which has a current account balance of $2,000,000.

Summary:

The City’s current synthetic turf on the soccer fields at the Vista Hermosa Sports Park is at the end of its service life and needs to be replaced. Before the City Council is Resolution No. 25-10, approving a cooperative purchase exemption to formal bidding requirements, and awarding and authorizing a purchase from AstroTurf Corporation for a new RootZone 3DM 52 Trionic Nylon Thatch (1.5”) synthetic turf product, in an amount not to exceed $932,294 (Attachment 2). The purchase includes a warranty for eight years of service for the turf. 1 Meeting Date: January 14, 2025 Agenda Item: 11K.

CITY OF SAN CLEMENTE
Background:

The Vista Hermosa Sports Park synthetic turf soccer fields opened in 2012 and are nearing the end of their service life, which was estimated at ten years at the time of installation. The two soccer fields have approximately 164,000 square feet of synthetic turf requiring replacement. City staff has reviewed and compared several potential turf materials to deploy and is unaware of a local supplier.

Section XI.A.1.4.3(b) of City Purchasing Policy 201-2-1 allows an exemption to the formal competitive bidding process when participating in a cooperative purchasing agreement or program that is in the City’s best interest. The City of San Clemente is a member of Sourcewell, a national purchasing cooperative organization that streamlines the purchasing processes for public schools, municipalities and other governmental agencies. Contracts and vendors that are awarded through Sourcewell are competitively procured following Minnesota law and contract forms. Utilizing a cooperative organization allows the City to save time and resources that would otherwise be spent conducting a formal design and bid process while ensuring that a competitive process was followed, but must use the contract form awarded by Sourcewell. That contract requires that installation be performed by an AstroTurf Certified Installer.

By utilizing the Sourcewell contract, the City will be able to control the replacement turf material and markings, which will ensure improved public safety, material quality, field temperature and the overall experience of the soccer fields. The City will be receiving a six percent discounted price by purchasing directly from the manufacturer under the cooperative agreement through Sourcewell (Attachment 3). AstroTurf was evaluated by City staff and was found to be the best product for sports fields, and it is used in the majority of colleges and professional football fields in this area.

By taking advantage of the cooperative organization, the City gets control over the purchase of materials, allowing the procurement of high quality materials that are designed for improved safety, aesthetics, lower play temperatures, and enhanced maintenance. Upon approval of the purchase of the materials, staff will issue a formal Notice Inviting Bids to complete the installation under the Public Work Contract purchasing requirements, utilizing the remaining project fund balance. By combining two methods of procurement, the City can better control and minimize unnecessary costs and time expenditures. The installation component will be bid in accordance with the City’s purchasing policy and the cooperative contract requirements.

Council Options:
 Adopt Resolution No. 25-10, authorizing an exemption to the formal solicitation process for the purchase of RootZone 3DM from AstroTurf Corporation in an amount not to exceed $932,294, awarding and authorizing the City Manager to execute the agreement, and finding the project categorically exempt from the California Environmental Quality Act (CEQA) under Class 1.  Modify and adopt Resolution No. 25-10.
 Direct staff to conduct its own competitive bidding process for the purchase of the artificial turf.  Provide alternative direction.
2 Meeting Date: January 14, 2025 Agenda Item: 11K.

CITY OF SAN CLEMENTE
Environmental Review/Analysis:

This project is categorically exempt from CEQA under Class 1 (Existing Facilities), Section 15301 of the state CEQA Guidelines (14 CCR 15301) because it consists of the repair, maintenance, or minor alteration of existing public or private structures, facilities, or topographical features, involving negligible or no expansion of existing or former use.

Recommended Actions:

Staff recommends that the City Council adopt Resolution No. 25-10, which would:

1. Determine that the project is categorically exempt from CEQA under Class 1 (Existing Facilities), Section 15301 of the state CEQA Guidelines (14 CCR 15301);

2. Authorize an exemption to formal competitive bidding requirements under Section XI.A.1.4.3(b) of City Purchasing Policy 201-2-1;

3. Award an agreement for the purchase of RootZone 3DM to AstroTurf Corporation for synthetic turf for the soccer fields at Vista Hermosa Sports Park; and

4. Authorize the City Manager to execute an agreement with AstroTurf Corporation under the same terms and conditions as Sourcewell contract No. 031622-AST in an amount not to exceed $932,294.
..recommendation
..end
Attachments:

1. Resolution No. 25-10

2. AstroTurf Corporation Material Cost Quote (12-5-2024)

3. Sourcewell Contract No. 031622-AST
Notification:

AstroTurf Corporation.
3 Attachment 1
4882-9904-3949 v1
RESOLUTION NO. 25-10

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, AUTHORIZING AN

EXEMPTION TO THE FORMAL SOLICITATION PROCESS

FOR THE COOPERATIVE PURCHASE OF SYNTHETIC

TURF FROM ASTROTURF CORPORATION FOR THE LA

PATA VISTA HERMOSA SOCCER FIELD SYNTHETIC
TURF REPLACEMENT, CIP PROJECT NO. 14810,

AWARDING AN AGREEMENT IN AN AMOUNT NOT TO
EXCEED $932,293.84, AUTHORIZING THE CITY

MANAGER TO EXECUTE THE AGREEMENT AND FINDING

THE PROJECT CATEGORICALLY EXEMPT FROM THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
UNDER CLASS 1 (EXISTING FACILITIES), SECTION 15301
OF THE STATE CEQA GUIDELINES (14 CCR 15301)
WHEREAS, the La Pata / Vista Hermosa Sports Park Soccer Fields are reaching the end of their service life and are in need of replacement; and WHEREAS, the proposed purchase will include approximately 162,000 square feet of high-quality turf material to replace the existing soccer field turf; and WHEREAS, by replacing the existing and aged material with new, upgraded materials the fields will continue to be enjoyed by all visitors by improving the fields’ safety, temperature while also reducing maintenance needs; and
WHEREAS, Section XI.A.1.4.3(b) of City Purchasing Policy 201-2-1 allows an exemption to the formal solicitation process when participating in a cooperative purchasing agreement or program that is in the City’s best interest; and WHEREAS, utilizing Sourcewell contract 031622-AST to purchase artificial turf for the soccer fields is in the City’s best interest because the City will realize significant cost and time savings compared to the formal solicitation process, as well as having better material control by purchasing directly from the manufacturer; and WHEREAS, AstroTurf Corporation provided a quote on December 5, 2024 for the replacement materials for both soccer fields in an amount not to exceed $932,294, which includes field markings, an organic infill material, eight (8) years of material warranty.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitations are true and correct and incorporated fully herein.

SECTION 2. That based on a review of the record as a whole, the La Pata Vista Hermosa Soccer Field Synthetic Turf Replacement, CIP Project No. 14810, is hereby 4 Resolution No. 25-10 Page 2
4882-9904-3949 v1
determined to be categorically exempt from the California Environmental Quality Act (CEQA) under Class 1 (Existing Facilities), Section 15301 of the state CEQA Guidelines (14 CCR 15301) because it consists of the repair, maintenance, or minor alteration of existing public or private structures, facilities, or topographical features, involving negligible or no expansion of existing or former use, and there is no substantial probability of a direct or foreseeable indirect effect on the environment.

SECTION 3. That an exemption from the formal competitive bidding requirements is hereby authorized under Section XI.A.1.4.3(b) of City Purchasing Policy 201-2-1 for the purchase of artificial turf for CIP Project No. 14810.

SECTION 4. That an agreement for the purchase of approximately 162,000 square feet of synthetic turf for the soccer fields at Vista Hermosa Sports Park is hereby awarded to AstroTurf Corporation.

SECTION 5. That the City Manager is hereby authorized and directed to execute an agreement for the purchase of approximately 162,000 square feet of synthetic turf from AstroTurf Corporation as described in the quote dated December 5, 2024, under substantially the same terms and conditions as Sourcewell contract #031622-AST, in an amount not to exceed $932,293.84.

SECTION 6. That City staff is hereby authorized and directed to execute such other documents and take such other and further actions as are necessary and proper to accomplish the purposes of this resolution.

SECTION 7. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of ____________________, 2025.

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-10 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

Rootzone 3DM 52 Trionic Nylon Thatch (1.5”) approx 81,761 SF $466,146.92 Field 2:

Rootzone 3DM 52 Trionic Nylon Thatch (1.5”) approx 81,761 SF $466,146.92 GRAND TOTAL: $932,293.84
Synthetic Turf Inclusions
• Samples, submittal information, and shop drawings as required • Inlaid markings for the sport of Soccer (per field)
• Inlaid markings for the sport of Rugby (per field)
• Midfield Logo (per field)
• Sideline Lettering “SAN CLEMENTE/SAN CLEMENTE” (per field) • Brockfill organic cooling infill
• Silica Sand infill
• Brock Powerbase for repairs (8,000 SF) (matches existing shock pad) • AstroFusion adhesive
• Seam Tape
• Freight
• Payment & Performance Bonds
• Sales Tax
• AstroTurf’s (8) Year Material Only Warranty
Exclusions:
• Installation or Labor *NOTE: Installation must be performed by an AstroTurf Certified Installer* • Demo/disposal/grading of existing turf field
• Unforeseen soil conditions
• Any mass excavation, sitework, construction entrance and/or maintenance, or work outside of field areas other than what is stated in scope.
• Any survey, layout, certification, testing, or inspection costs, other than those associated with visual base inspection
• Any sports equipment/maintenance equipment not stated in scope • Fencing, lighting or irrigation repairs.
• ANYTHING NOT SPECIFICALLY STATED ABOVE IN THE INCLUSIONS Attachment 2
7 AstroTurf.

AstroTurf Corporation THE WORLD LEADER IN SPORTS & RECREATION SURFACES AstroTurf. Rekortan· Lavkok:f U I s v N L Aw w
AN
AstroTurf Corporation

GLOBAL BRAND
2680 Abutment Rd, Dalton, GA 30721
TF (800) 723 – TURF (8873) [email protected]
Installations:

The installation of the AstroTurf Products shall only be performed by AstroTurf Certified installers. The Client agrees to provide all necessary uninterrupted access and suitable staging area to the site for the purposes of installation, and inspection for representatives of the Supplier. All lighting and electrical supply must be operational during the installation process.

The Supplier shall not be responsible for any acts of violence or vandalism. The Client holds the Supplier harmless and indemnifies the Supplier from vandalism and acts of violence regarding the present project.

The Client understands that it is to its benefit and therefore undertakes to accept and store for the length of the warranty period, the remaining synthetic turf left over from the project in case of need.

Estimated By: Submitted By:

Melissa Cochran Pat Cassa
[email protected] [email protected]
706.217.5882 714-318-0763
**AstroTurf Corporation is only bound to the price, scope, schedule, and conditions of this proposal. AstroTurf Corporation reserves the right to revise this proposal prior to issuing a final, binding contract in the event the scope of the subject project changes and/or market conditions affect material or freight cost. AstroTurf Corporation expressly excludes any liquidated or actual damages or material price increase caused by industry wide shortages in materials or labor. Furthermore, this proposal contains confidential and proprietary information of AstroTurf Corporation and should not be shared with any 3rd parties other than representatives or advisors retained by you.

This proposal is valid for a period of 30 days, at which point in time material and freight costs may be re-calculated and are subject to change. Thank you for the opportunity to provide this proposal. We look forward to working with you!
**Deposit and Payment terms based on credit worthiness of the customer** **Payments via credit card will incur a 3% fee**
Our proposal is submitted based on our assumption that all owner-approved net payments will be received within (30) days of the approval date, and that final payment will be released to us within (30) days of the delivery of all materials to the project site.

AstroTurf 8. AN
AstroTurf Corporation

GLOBAL BRAND
031622-AST
Rev. 3/2021 1
Solicitation Number: RFP #031622

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and AstroTurf Corporation, 2680 Abutment Road SE, Dalton, GA 30721 (Supplier).

Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Artificial Turf and Tracks with Installation, Related Equipment, Materials, and Supplies from which Supplier was awarded a contract.

Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires May 26, 2026, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.

C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Attachment 3
9 Sourcewell ~
031622-AST
Rev. 3/2021 2
Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new and the current model.

Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be

10 031622-AST
Rev. 3/2021 3
returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.

B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt entity.

C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.

At a minimum, the request must:
x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change;

11 031622-AST
Rev. 3/2021 4
x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at governmentowned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell

12 031622-AST
Rev. 3/2021 5
contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.

Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which will be negotiated directly between the Participating Entity and the Supplier. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as ecommerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:

13 031622-AST
Rev. 3/2021 6
x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following fields:
x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased

14 031622-AST
Rev. 3/2021 7
by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.

D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.

15 031622-AST
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E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. INDEMNITY AND HOLD HARMLESS

Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use thetrademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers,

16 031622-AST
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resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws.

5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.

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14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

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The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms

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no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is

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primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.

Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

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21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 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. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonfederal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 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 entity 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 entity 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 (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 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 entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions.

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C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 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 40 U.S.C. § 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. 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. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 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 recipient or subrecipient must comply with the requirements of 37 C.F.R. § 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. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require 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. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names

23 031622-AST
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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. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have 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. Suppliers must 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. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity 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

24 031622-AST
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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. § 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.

M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.

O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.

P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.

Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.

R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.

Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.

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T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.

22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell AstroTurf Corporation
By: __________________________ By: __________________________ Jeremy Schwartz Victoria Stringham
Title: Chief Procurement Officer Title: Director of Cooperative Purchasing Date: ________________________ Date: ________________________ Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________

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43 r r.
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING

CITY OF SAN CLEMENTE
Meeting Date: January 14, 2025 Agenda Item: 11L.

Submitted By: Finance and Administrative Services
Prepared By: Brian Brower, Administrative Services Director Subject:
..titl e
CONSIDERATION OF RESOLUTION NO. 25-11, AUTHORIZING AN EXEMPTION TO THE

FORMAL SOLICITATION PROCESS, AWARDING A PIGGYBACK CONTRACT TO DELL MARKETING, L.P. AND AN ENTERPRISE LICENSE AGREEMENT TO MICROSOFT, INC.

FOR MICROSOFT PRODUCTS AND SERVICES, AND AUTHORIZING THE CITY MANAGER TO ENTER INTO THE AGREEMENTS IN THE AMOUNT OF $187,847 PER YEAR OVER A THREE ..body-YEAR TERM
Fiscal Impact:

The annual price of $187,847 is within the Fiscal Year (FY) 2024-25 and 2025-26 Adopted Budget in account number 063-241-43456-000-03903. Funds required for year three will be appropriated through the regular bi-annual budget process.

Summary:

The City utilizes Microsoft software as the platform for nearly every technological function throughout the organization. Licensing for 270 personal computers, 50+ servers, a multitude of enterprise applications and databases, and email services for over 300 computer users all require software from Microsoft. The most efficient and cost-effective method of maintaining these software licenses is through an Enterprise Agreement (EA) in which all licensing fees are combined in a single annual payment.

Resolution No. 25-11 would approve and authorize execution of the Microsoft Volume Licensing Enterprise Agreement and the purchase of the Microsoft Enterprise Software Licensing through the reseller Dell Marketing, L.P., Inc. in the amount of $187,847 per year for a three-year term.

The purpose of the Agreements is to provide for the purchase, ongoing maintenance and support of Microsoft software and online subscription services.

Section XI.A.1.4.3 of City Policy 201-2-1 allows for an exemption to the formal solicitation process when using a competitively awarded agreement of another government agency to obtain the same supplies, equipment or services at the same or lower prices (commonly referred to as piggybacking) that utilized competitive bidding procedures that accomplish the purpose and intent of competitive bidding requirements under City Policy. In this case, piggybacking on the “Riverside Agreement” (Attachment 3) which originated from a request for proposals conducted by the County of Riverside, enables the City to purchase directly from the reseller at competitive pricing.
1 Meeting Date: January 14, 2025 Agenda Item: 11L.

CITY OF SAN CLEMENTE
Background:

The City has a policy of maintaining valid licenses for all computer software employed in the course of conducting City business. The City maintains ongoing vendor agreements for software licensing, maintenance, and technical support for systems that are critical to City operations.

These agreements enable continued use of the software, provide access to new versions and updates for functionality and security, and ensure technical support in the event of system instability or failure. Expenditures for software license, maintenance, and support agreements are funded in the Information Technology Fund through the bi-annual budget process.

Through its large account resellers, Microsoft offers a customized Enterprise Agreement (EA) to all government agencies within the state of California. Microsoft’s EA is a volume perpetual licensing program that enables organizations with 250 or more users the flexibility to purchase a complete suite of software licenses and updates under one agreement.

The Enterprise Agreement covers software licenses used by all City staff including but not limited to the Windows Desktop operating system, Windows Server operating system, Microsoft Office suite, Exchange Online (e-mail), Teams, and OneDrive, SQL Database Server, Azure Cloud Services, and other Microsoft products. The following table includes an itemized list of the software and services included in the proposed EA renewal:

Description Quantity
Software Assurance and New Licenses
Microsoft Project - Standard Edition 4
SQL Server - Standard Edition (Reduction) 2
SQL Server Client Access License (CAL) Per-device 70
SQL Server - Standard CORE Edition 8
SQL Server - Standard CORE Edition - (16 Cores Added
NEW) 8
Visual Studio - Enterprise Edition 1
Microsoft Visio - Professional Edition 5
Windows Server - Standard Edition (96 Cores) 48
Windows Server - DataCenter Edition (104 Cores) 52
Windows Server - DataCenter (8 new cores for hardware
upgrade) 4
Windows Remote Desktop Client Access License (CAL) 30
Online Subscription Services
M365 G3 Unified FUSL GCC Sub Per User 305
Entra ID P2 Gov SU Entra ID P1 Per User 305
Entra ID P2 Gov Sub Per User 90
Microsoft Azure Cloud Services Resource Commitment 2
Exchange Online Kiosk GCC Sub Per User 35
Exchange Online P2 GCC Sub Per User 90
Defender O365 P1 GCC Sub Per User 430
As part of its information technology practices, the City typically upgrades and deploys software in a timeframe that keeps City software versions at, or near, the latest current commercial release 2 Meeting Date: January 14, 2025 Agenda Item: 11L.

CITY OF SAN CLEMENTE
versions. This practice helps to make sure that critical City software is up to date with securityrelated improvements and functional product enhancements. Acquiring software assurance through the Microsoft Enterprise Agreement allows the City to utilize the latest versions of software as soon as they are available, and enables the City to standardize on a single platform to best ensure security and interoperability. In addition to providing valid licenses and the ability to stay current with new versions, the proposed EA includes additional cybersecurity services to better protect City technology assets.

Council Options:
 Adopt Resolution No. 25-11, authorizing an exemption to the formal solicitation process, awarding a piggyback agreement for the purchase of the Microsoft Enterprise License Agreement to Dell Marketing, L.P. under terms and conditions of Riverside Agreement No.

ITARC-00934 for the Microsoft Enterprise License Agreement in an amount not to exceed $187,847 per year over a three year term, awarding an Enterprise License Agreement to Microsoft, Inc. for software products and services, and authorizing the City Manager to execute the agreements.
 Modify and adopt Resolution No. 25-11.
 Continue the item with direction to provide additional information.  Do not adopt Resolution No. 25-11.

Environmental Review/Analysis:

Not a “project” under the California Environmental Quality Act.

Recommended Actions:

Staff Recommendation ..recommendation
Adopt Resolution No. 25-11, which would:

1. Authorize an exemption to the formal solicitation process under Section XI.A.1.4.3 of City Policy 201-2-1; and

2. Award and authorize the City Manager to execute a piggyback agreement for the purchase of the Microsoft Enterprise License Agreement from Dell Marketing, L.P. under terms and conditions substantially similar to Attachment 3 - Riverside Agreement No. ITARC-00934 for the Microsoft Enterprise License Agreement in an amount not to exceed $187,847 per year over a three-year term; and

3. Award and authorize the City Manager to execute the Microsoft Enterprise License Agreement with Microsoft, Inc. in a form substantially similar to Attachment 2 - DRAFT Microsoft Enterprise License Agreement.
..end
Attachments:

1. Resolution 25-11

2. DRAFT Microsoft Enterprise License Agreement
3 Meeting Date: January 14, 2025 Agenda Item: 11L.

CITY OF SAN CLEMENTE

3. Riverside Agreement No. ITARC-00934 with Dell Marketing, L. P. For Microsoft Products and Services dated November 1, 2024
Notification:

None.
4 Attachment 1
4860-5047-5367 v1
RESOLUTION NO. 25-11

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, AUTHORIZING AN

EXEMPTION TO THE FORMAL SOLICITATION PROCESS,

AWARDING A PIGGYBACK CONTRACT TO DELL
MARKETING, L.P. AND AN ENTERPRISE LICENSE
AGREEMENT TO MICROSOFT, INC. FOR MICROSOFT

PRODUCTS AND SERVICES, AND AUTHORIZING THE

CITY MANAGER TO ENTER INTO THE AGREEMENTS IN
THE AMOUNT OF $187,847 PER YEAR OVER A THREEYEAR TERM
WHEREAS, the City has a policy of maintaining valid licenses for all computer software employed in the course of conducting City business; and WHEREAS, as part of its information technology practices, the City maintains ongoing agreements for software licensing, maintenance, and technical support for software systems that are critical to City operations; and WHEREAS, the City utilizes Microsoft software as the platform for many technological functions throughout the organization and the most efficient and cost-effective method of maintaining the necessary software licenses is through a Microsoft Enterprise License Agreement; and
WHEREAS, Section XI.A.1.4 of City Policy 201-2-1 allows an exemption to the formal solicitation process when using a competitively awarded agreement of another government agency to obtain the same supplies, equipment or services at the same or lower prices (commonly referred to as piggybacking) that utilized competitive bidding procedures that accomplish the purpose and intent of competitive bidding requirements under City Policy; and
WHEREAS, the Riverside Agreement No. ITARC-00934 with Dell Marketing, L. P. dated November 1, 2024 originated from a request for proposals conducted by the County of Riverside enables the City to purchase Microsoft Products and Services directly from the reseller at competitively established pricing; and
WHEREAS, the pricing is fair and reasonable and it is in the City’s best interest to leverage Riverside Agreement No. ITARC-00934.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitations are true and correct and incorporated fully herein.

SECTION 2. That the procurement of the Microsoft Enterprise License Agreement 5 Resolution No. 25-11 Page 2
4860-5047-5367 v1
from Dell Marketing, L.P. and Microsoft, Inc. is hereby declared exempt from the City’s formal solicitation process under Section XI.A.1.4 of City Policy 201-2-1.

SECTION 3. That an agreement is hereby awarded to Dell Marketing, L.P. for the Microsoft Enterprise License Agreement for a period of three years commencing January 31, 2025.

SECTION 4. That the City Manager is authorized and directed to execute an agreement with Dell Marketing, L.P. under terms and conditions substantially similar to Riverside Agreement No. ITARC-00934 for the Microsoft Enterprise License Agreement presented to City Council on January 14, 2025 in an amount not to exceed $187,847 peryear over a three-year term.

SECTION 5. That the City Manager is authorized and directed to execute the Enterprise License Agreement with Microsoft, Inc. in a form substantially similar to that presented to City Council on January 14, 2025.

SECTION 6. That City staff is authorized and directed to execute such other documents and take such other actions as are necessary and proper to accomplish the purposes of this resolution.

SECTION 7. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of January, 2025.
_______________________
Mayor of the City of
San Clemente, California
ATTEST:
__________________________
CITY CLERK of the City of
San Clemente, California
6 Resolution No. 25-11 Page 3
4860-5047-5367 v1

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-11 was adopted at a regular meeting of the City Council of the City of San Clemente held on _______ day of January 2025, by the following vote:

AYES:

NOES:

ABSENT:

This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form.

This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (6) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement.

All terms used but not defined are located at http://www.microsoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control.

Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to “anniversary date” refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect.

Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term.

Terms and Conditions

1. Definitions.

Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment:
“Additional Product” means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment.
“Community” means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer’s regulatory requirements.

Attachment 2
8 II Microsoft
EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 2 of 10
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Membership in the Community is ultimately at Microsoft’s discretion, which may vary by Government Community Cloud Service.
“Enterprise Online Service” means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted.
“Enterprise Product” means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program.
“Expiration Date” means the date upon which the Enrollment expires. “Federal Agency” means a bureau, office, agency, department or other entity of the United States Government.
“Government” means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity.
“Government Community Cloud Services” means Microsoft Online Services that are provisioned in Microsoft’s multi-tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms.
“Industry Device” (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task-specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) (“Industry Program”). The device may include features and functions derived from Microsoft software or third-party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. “Managed Device” means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms.
“Qualified Device” means any device that is used by or for the benefit of Enrolled Affiliate’s Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure (“VDI”). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate’s Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. “Qualified User” means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. “Reseller” means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post-transaction assistance related to this agreement; “Reserved License” means for an Online Service identified as eligible for true-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation.
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"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer’s state and located within Customer’s state’s jurisdiction and geographic boundaries. “Tribal Entity” means a federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe.
“Use Rights” means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product.
“Volume Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site.

2. Order requirements.
a. Minimum order requirements. Enrolled Affiliate’s Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services.
(i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License).
(ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products.
c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate’s use of that Product during that term.
d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders.
e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term “price” refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft.
f. Adding Products.
(i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. 10 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 4 of 10
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(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true-up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true-up in the Product Terms or (2) included as part of other Licenses. g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true-up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the time the true-up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true-up order, or the prior anniversary date and submit a true-up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true-up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true-up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows:
1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user-based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true-up orders.

Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services in a given Product pool that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as (a) the initial order minimum requirements are maintained and (b) all then-active users of each Online Service are included the total quantity of Licenses remaining after the reduction. An Enrolled Affiliate may reduce Licenses for Online Services on or before the Enrollment anniversary date and place a reservation order for such licenses within 90 days after the anniversary date; however, any licenses ordered as described in this section will be invoiced to the Enrolled Affiliate for the time period the licenses were made available.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate’s use of the applicable Subscription License will be cancelled.

Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true-up order if, since the initial order or last true-up order, Enrolled Affiliate’s Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional 11 ...,._
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Products. This update statement must be signed by Enrolled Affiliate’s authorized representative.
(vi) True-up order period. The true-up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The thirdyear true-up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period.
(vii)Late true-up order. If the true-up order or update statement is not received when due, Microsoft may invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process.
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled “Adding new Products not previously ordered,” then for additional step-up Licenses, by following the true-up order process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement.

3. Pricing.
a. Price Levels. For both the initial and any renewal term Enrolled Affiliate’s Price Level for all Products ordered under this Enrollment will be Level “D” throughout the term of the Enrollment. b. Setting Prices. Unless otherwise expressly agreed to by the parties and except for Online Services designated in the Product Terms as being exempt from fixed pricing, Enrolled Affiliate’s prices for each Product or Service will be established by its Reseller. As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft’s prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft’s prices to Resellers are reestablished at the beginning of the renewal term.

4. Payment terms.

For the initial or renewal order, Microsoft will invoice Enrolled Affiliate’s Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft’s acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 12 ...,._
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5. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment.
b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal.

Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew.
(i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term option that allows Online Services to continue month-to-month (“Extended Term”) is available. During the Extended Term, Online Services will be invoiced monthly at the then-current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date.
2) Cancellation during Extended Term. At any time during the first twelve months of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, Microsoft may condition the continued use of each Online Service on the acceptance of new terms by the Enrolled Affiliate. Enrolled Affiliate will be notified in writing of any new terms at least 60 days before any such changes take effect. Enrolled Affiliate acknowledges and agrees that after the notice described in this section, its continued use of each Online Service after the effective date provided in the notice will constitute its acceptance of the new terms. If Enrolled Affiliate does not agree to the new terms, it must stop using the Online Services and terminate the Extended Term as provided in this section. Enrolled Affiliate’s termination under this section will be effective at the end of the month following 30 days after Microsoft has received the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate’s Enterprise must discontinue use. Microsoft may request written certification to verify compliance.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the “Termination for cause” section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community.
e. Early termination. Any early termination of this Enrollment will be subject to the “Early Termination” Section of the Enterprise Agreement.
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For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination.

6. Government Community Cloud.
a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non-Community members is strictly prohibited and could result in termination of Enrolled Affiliate’s license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non-Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment.
c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights:
(i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. 14 ...,._
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EA-EASProdSelForm(WW)(ENG)(Oct2023) Page 1 of 3
Document X20-12940
Enterprise and Enterprise Subscription Enrollment
Product Selection Form
Enrollment Number
Microsoft to complete for initial term.

Reseller or Software Advisor to
complete for renewal or with prior
qualifying Enrollment/Agreement

Step 1. Enter all fields in the table below (Required).

Profile Qualified
Devices Qualified Users
Enterprise
Product
Platform
Licensing Model
Enterprise Choose One Choose One
Device Profile
(e.g. Call Center) Choose One Choose One
Step 2. Select the Products and Quantities Enrolled Affiliate is ordering on its initial Enrollment Order. Quantity may not include any Licenses which Enrolled Affiliate has selected for optional future use, or to which it is stepping-up within Enrollment term.

Products Enterprise
Quantity
Device Profile
(e.g. Call Center)
Microsoft 365
Microsoft 365 E3 USL
Microsoft 365 E3 Add-on
Microsoft 365 E5 USL
Microsoft 365 E5 Add-on
Office Professional Plus/Microsoft 365 Apps for enterprise Office Professional Plus
Microsoft 365 Apps for enterprise
Office 365 Plans
Office 365 Plan E1 USL
Office 365 Plan E3 USL
Office 365 Plan E5 USL
Office 365 Plan E1 Add-on
Office 365 Plan E3 Add-on
Office 365 Plan E5 Add-on
Office 365 Plan E3 without Apps for enterprise
Add-on
Client Access License (CAL)
Choose Core CAL or Enterprise CAL: <Choose One> <Choose One> Core CAL or Enterprise CAL
Bridge for Office 365
Bridge for Enterprise Mobility Suite
15 II Microsoft

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Products Enterprise
Quantity
Device Profile
(e.g. Call Center)
Windows Desktop
Windows Enterprise E3 and LTSB Upgrade per
Device
Windows Enterprise E5 per Device SL
Windows Enterprise E3 per User SL
Windows Enterprise E3 per User Add-on SL
Windows Enterprise E5 per User SL
Windows Enterprise E5 per User Add-on SL
Windows Enterprise E5 per Device Add-on SL
Windows VDA
Windows VDA per User SL
Enterprise Mobility + Security
Enterprise Mobility + Security E3 USL
Enterprise Mobility + Security E3 Add-on
Enterprise Mobility + Security E5 USL
Enterprise Mobility + Security E5 Add-on
Step 3. Establish the Enrolled Affiliate’s price level. Unless otherwise indicated in the associated contract documents, the price level for each Product offering/pool is set based upon the quantity to price level mapping. DO NOT INCLUDE BRIDGE CALs OR ADD-ONs.

Price
Group 1 2 3 4
Enterprise
Products
Office Professional
Plus + Microsoft 365
Apps for enterprise
+ Office 365 (Plans
E3 and E5) +
Microsoft 365 USL
Client Access
License + Office
365 (Plans E1,
E3, and E5) +
Microsoft 365 USL
Client Access
License +
Enterprise Mobility
and Security USL
+ Microsoft 365
USL
Windows Enterprise
E3 and LTSB
Upgrade+ Windows
Enterprise E5 + Win
E3/E5 USL + Win
E3/E5 per Device +
Windows VDA +
Windows Enterprise
E3 per User SL +
Windows Enterprise
E5 per User SL +
Windows VDA per
User USL +
Microsoft 365 USL
Quantity
Product Offering / Pool Price Level
Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price Level is set using the highest quantity from Groups 1 through 4.

Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price Level is set using quantity from Group 1.

Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price Level is set using the highest quantity from Group 2 or 3.

Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price Level is set using quantity from Group 4. 16 EA-EASProdSelForm(WW)(ENG)(Oct2023) Page 3 of 3
Document X20-12940
Quantity of Licenses and Software Assurance to Price Level Mapping:

Quantity of Licenses and Software Assurance Price Level 2,399 and below A
2,400 to 5,999 B
6,000 to 14,999 C
15,000 and above D
Notes:

1. Enterprise Online Services may not be available in all locations. Please see the Product Terms for a list of locations where these may be purchased.

2. If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level “A” throughout the term of the Enrollment.

3. Unless otherwise indicated in the associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile.

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Enrollment Details

1. Enrolled Affiliate’s Enterprise.

Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate’s Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates:

Enrolled Affiliate only
Enrolled Affiliate and the following Affiliate(s):

Unless specifically identified above, all Affiliates of Customer, either existing at the execution of this Enrollment or created or acquired after the execution of this Enrollment, will be excluded from the Enterprise. To request that an additional Affiliate be included in Customer’s Enterprise, Customer must identify an Affiliate to Microsoft in writing and provide any required documentation. Microsoft will reasonably review requests under this paragraph and may approve the inclusion of an Affiliate in Customer‘s Enterprise in its sole discretion.

1. Contact information.

Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensing/servicecenter.
a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate’s Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)*
Contact name: First* Middle Last*
Contact email address*
Street address*
City*
State* CA
Postal code* -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone*
Tax ID
* indicates required fields
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Document X20-10636
Dell Customer Communication - Confidential
b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping-up prior to a true-up order.

Same as primary contact (default if no information is provided below, even if the box is not checked).

Contact name: First* Middle Last*
Contact email address*
Street address*
City*
State*
Postal code* -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country*
Phone*
Language preference. Choose the language for notices. English This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true-up order.

Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked)
Contact name: First* Middle Last*
Contact email address*
Phone*
This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields
d. Reseller information. Reseller contact for this Enrollment is:

Reseller company name* Dell, Inc.

Street address (PO boxes will not be accepted)* One Dell Way City* Round Rock
State* TX
Postal code* 78682
Country* United States
Contact name* Government Contract Admin
Phone* 847-465-3700
Contact email address* [email protected]
* indicates required fields
By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct.

Signature*
Printed name*
Printed title*
Date*
* indicates required fields
19 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 10 of 10
Document X20-10636
Dell Customer Communication - Confidential
Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect.
e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact

1. Financing elections.

Is a purchase under this Enrollment being financed through MS Financing? Yes, No.

If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. 20 □
PrevEnrAgrForm(WW)(ENG)(Oct2019) Page 1 of 1
Document X20-12873
Previous Enrollment(s)/Agreement(s) Form
Entity Name:

Contract that this form is attached to: <choose>
For the purposes of this form, “entity” can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement.

Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract.
c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers.
d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract.

Enrollment/Agreement/
Purchasing Account/Affiliate
Registration Description
Enrollment/Agreement/
Purchasing Account/Affiliate
Registration Public Customer
Number
Transfer
SA Benefit
Contact
Transfer
MSDN
Subscribers

21 ■ Microsoft Volume Licensing
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ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 1 of 2 Document X20-12883
Dell Customer Communication - Confidential
Program Signature Form
MBA/MBSA number Proposal ID
Agreement number 8084445
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new.

For the purposes of this form, “Customer” can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement.

This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.

Contract Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
Enterprise Enrollment X20-10636
<Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code <Choose Enrollment/Registration> Document Number or Code Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents.

Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
Tax ID
* indicates required field
22 ■ Microsoft Volume Licensing
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2 Document X20-12883
Dell Customer Communication - Confidential
Microsoft Affiliate
Microsoft Corporation
Signature
Printed First and Last Name
Printed Title
Signature Date (date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft’s signature date)
Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.

After this signature form is signed by the Customer, send it and the Contract Documents to Customer’s channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.

Microsoft Corporation
Dept. 551, Volume Licensing
6880 Sierra Center Parkway
Reno, Nevada 89511
USA
23 $WWDFKPHQW
24 LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00934
For
AGRE ·MENTII ITAR -00934

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO. 8084445

BETWEEN

COUNTY OF RIVERSIDE
And
DELL MARKETING, L.P.

This Agreement is entered between the COUNTY OF RlVERSIDE a political subdivision of the State of alifornia, (herein referred to as "COUNTY"), and Dell Marketing, .P., A Texas imited Partnership authorized to conduct business in the State of alifornia (herein referred to as "LSP") of Microsoft icensing olution Provider, effective from November O 1.2024 and continues in effect through Oct ber 31. 2027 based on LSP's response to RFQ no. JTAR -532 for Micrnsoft prnducts and services under Microsoft EA no. 8084445. The parties agree as follows:

1. LSP's sale and County s use of the Microsoft oftware and Online Services performed by Microsoft shall be subject to the terms and conditions set forth in the Microsoft Enterprise Agreement (8084445) between the County and Microsoft. LSP shall not be responsible or liable for Micrnsoft's performance of its obligations under the ~ nterprise Agreement.

2. Period of Perfot·mance:

This Agreement shall be effective from November O 1.2024 and continues in effect through October 31 , 2027, with the option to renew for an additional three~year period expiring on October 31, 2030, with no obligation by the County of Riverside to purchase any pecified amount of goods or services.

In addition the ounty may at any time choose to transfer the enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft.

The peri d of performance for the enrollment with the LSP may be for up to a three-year term with th e option to renew the enrollments with contracted SP through the LSP contract expiration date.

3. Compensation
The COUNTY shall pay the L P for products at the cost as stated in Exhibit A, incurred in accordance with the terms of this Agreement. The COUNTY is not responsible for any fee or costs incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount of services or products.

Non-Appro1>riations: The COUNTY obligation for payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which payment can be made, and invoices shall be rendered "monthly" in arrears. In the State of alifornia Government agencies are not allowed to pay excess interest and late charges per Government Codes, 1 Rcvi • ion I /06/2021
r 1 o 2024 3 -~2
25 AGR ·MENTt/ lTAR -00934
Section 926.10. No legal liability on the part of the COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are ,nade available for such payment. In the event that such funds are not forthcoming for any reason COUNTY shall immediately notify CONTRA TOR in writing; and this Agreement shall be deemed terminated have no further force, and effect.

4. Hold Harmless/Indemnification:

4.1 LSP shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, • pecial Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials employees, agents and representatives (individually and collectively hereinafter referred lo as lndemnitees) from any liability action, claim or damage whatsoever, based or asserted upon any services, or acts or omission , of LSP its officers, employees, subcontractor, agents or representatives arising out of or in any way relating to this Agreement including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. LSP shall defend the Tndemnitees at its ole expense including all costs and fees (including but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omi sions or services.

4.2 With respect to any action or claim subject to indemnification herein by LSP. LSP shall at their sole cost have the l'ight to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of County; provided, however that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes L "P indemnification to lndemnitees as set forth herein.

4.3 LSP obligation hereunder shall be satisfied when L P has provided to ounty the appropriate form of dismissal relieving county from any liability for the action or claim involved. 5 Termination:

5.1 ounty may terminate this Agreement without cause upon thirty (30) day written notice served upon the LSP stating the extent and effective date of termination.

5.2 If the L Pis in default, refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger pe1forma11ce and does not immediately cure such failure after 30 days aft:er written notice is given . The County may terminate this agreement for ause. In the event of such termination, the County may proceed with the work in any manner deemed proper by ounty.

5.3 L P rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by SP· or in the event of LSP unwillingness or inability for any reason whatsoever to perform the terms of thi Agreement.

6. Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time, by written order alter this Agreement. If 2 Revision I /06/202 1
26 AG ·EMENT# ITAR -00934
any such alternlion causes an increase or decrease in the cost of, or the time required for the performance under this Agl'eement, an equitable adjustment shal l be made in the Agreement price or delivery schedule or both and the Agreement shall be modified by written amendment accordingly.

7. Notices
All correspondence and notices required or contemplate-d by this Agreement shall be delivered to the respective parties at the addresses set forth below and are deemed submitted two days afte1· their deposit in the United States mail, postage prepaid:

COUNTY
Riverside ounty Information Technology
Attn: Procurement Contract pecialist
3450 14th treet
Riverside CA 9250 I

8. Insurance
LSP
Dell Mal'keting, L.P.

Attn: Sarina Konnoff
One Dell Way
Round Rock, TX 78682
[email protected]
Del I_ Lega I_Notices@Dell. com
Without limiting or diminishing the L P'S obligation to indemnify or hold the OUNTY harmless, LSP shall procure and maintain 01· cause to be maintained, at its sole cost and expense the following insurance coverage's during the term of this Agreement. As resp cts to the insurance section only, the COUNTY herein refers to the ounty of Riverside, its Agencies, Districts, pecial Districts and Departments their respective directors, ofticel's, Board of Supervisors, employees, elected or appointed officials, agents or representatives as Additional fnsured .

A. Workers' Compensation:

If the L P has employees as defined by the State of California, the L P shall maintain statutory Workers Compensation Insurance ( overage A) as prescribed by the laws of the tate of California. Policy shall include mployers' Liability ( overage B) including ccupational Disease with limits not less than$ I 000 000 per person per accident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds,
B. Commercial General Liability;
ommercial General Liability insurnnce coverage, including but not limited to premises liability unmodified contractual liability products and completed operntions liability personal and advertising injury, and cross liability coverage, covering claims which may arise from or out of LSP'S performance of its obligations hereunder. Policy shall name the OUNTY as Additional Insured. Policy's limit of liability shall not be less than $2 000,000 per occurrence combined single limit. If such insurance contain a genera l aggregate limit, it sha ll apply separately to this agreement 3 Revision I /06/2021
27 AGREEM ·NT II ITAR -00934
or be no less than two (2) times the occurrence limit. Policy shall name the lnsureds.

C. Insurance Requirements for IT Contractor ervices:

UNTY as Additional
P shall procure and maintain for the duration of the contract insurance against claims for injuries to person or damages to property which may arise from or in connection with the per'formance of the work hereunder by the LSP its agents, representatives or employees. LSP shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include, but not limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright trademark, trade dress, invasion of privacy violations, information theft damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response co ts as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
lf the P maintains broader coverage and/or higher limits than the minimums shown above, the ounty requires and shall be entitled to the broader coverage and/or higher limits maintained by the LSP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the ounty. Policy shall name the UNTY as Additional Insureds.

D. General Insurance Provisions - All lines:

I) Any insurance carrier providing insurance coverage hereunder shall be admitted to the tate of California and have an A M BE T rating of not less than A: VIII (A:8) unle s such requirements are waived in writing, by the ounty Risk Manager. If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that speci fie insurer and only for one policy term.
2) The LSP must declare its insurance self-insured retention for each coverage required herein .

If any such self-insured retention exceeds $500,000 per occurrence each such retention shal I have the prior written consent of the ounty Risk Manager before the commencement of operations under this Agreement. Upon notification of self-insured retention unacceptable to the UNTY and at the election of th ountry s Risk Manager, LSP carriers shall either; I) reduce or eliminate such self-insured retention as respects this Agreement with the OUNTY, or 2) procure a bond which guarantees payment of losses and related investigations claims administration, and defense costs and expenses. 4 Rev ision 1/06/2021
28 AGR EMENT# ITARC-00934
3) P shall cause L P' insurance carrier(s) to furnish the ounty of Riverside with either I) a properly executed original ertificate(s) of Insurance and certified original copies of ndorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager provide original Certified copies of policies including all Endorsements and all attachments thereto showing such insurance is in full force and effect. Further, said Certificate(s) and policies of insurance shall contain the covenant of the in. urance carrier(s) that a minimum of thirty (30) days written notice shall be given to the County of Riverside prior to any material modification cancellation, expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the minimum notice requirement found herein, L P shall cause LSP's insurance carrier(s) to furnish a 30 day Notice of Cancellation . ndorsement. 4) In the event of a material modification, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date, another properly executed original e,tificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. LSP shall not commence operations until the COUNTY has been furnished original Certificate (s) of Insurance and certified original copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this ection. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insllrance.
5) It is understood and agreed to by the parties hereto that the LSP's insmance shall be construed as primary insurance, and the UNTY S insurance and/or deductibles and/or elf-insured retention's or self-insured programs shall not be construed as contributory. 6) If, during the term of this Agreement or any extension th reof, there is a material change in the scope of services; or, there is a material change .in the equipment to be used in the performance of the scope of work; or, the term of this Agreement including any extensions thereof exceeds five (5) years; the OUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the aunty Risk Management's reasonable judgment, the amount or type of insurance carried by the P has become inadequate.
7) P shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement.
8) The insurnnce requirements contained in this Agreement may be met with a program(s) of self-insurance acceptable to the OUNTY.
9) LSP agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement 5 Revision 1/06/2021
29 A R EMENT#ITAR '-00934

9. General:

9.1 This Agreement including any attachments or exhibits, constitutes the entire agl'eement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications whether oral or in writing. This Agreement may be changed or modi fled only by a written amendment signed by authorized representatives of both parties.

9.2 This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the upel'ior Court of the tate of alifomia located in Riverside, California, and the parties waive any provision of law providing for a change of venue to another location. ln the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheles continue in full force without being impaired or invalidated in any way.

9.3 The following documents are attached to and incorporated into this Agreement:

Exhibit A: Scope and pricing.

Exhibit B: L P Reporting of Active Enrollments.

Exhibit C: Microsoft LSP Participatiou Form.

Exhibit D: Microsoft EA Benefits for Government Agencies.

Exhibit E: Microsoft Entcri>rise Agreements and Amendments.

EI) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.
3) Amendments No. 1- EA Custom Terms CTM (Document No. TM-CPT-OPT-FWK) E4) Amendments No. 2- EA ustom Terms (Document No. TM-FWK-CT • -AGR).

9.4 .In the event of any c nflict or inconsistency between the terms and conditions of this Agreement and any terms or conditions set forth in any of the attachments purchase order(s), or other document relating to the transactions contemplated by this Agreement the terms and conditions set forth in this Agreement shall prevail.

9.5 Thi · Agreement may be executed in any number of (;Ounterparts each of which will be an original but all of which together will constitute 011e instrument. ~ach party of this Agreement agrees to the use f electronic signatur s, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (( ' UETA ') Cal. iv. ode§§ 1633.1 to 1633.17), ~ r executing this Agreement. The parties further agree that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time.

The U ETA authorize use of an electronic signature for transaction. and contracts among parties 6 Revision 1/06/2021
30 AGREEMENT fl !TAR -00934
in California, including a government agency. Digita l signature means an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the parties. For purpose of this section, a digital ignature is a type of electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code.

IN WITN I SS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Ag1·eement.

COUNTY OF RIVERSIDE, a political
subdivision of the State of • alifornia
By:
huck
~~
Washington ~
hair of the Board of Supervisors
Dated: 9 //~ /Joli
ATTE T:

Kimbel'ly Rector
Clerk of the Board
Minh C. Tran
: :~1S~~
Pau~do
Deputy aunty ounsel
Dated:

Revision I /06/2021
DELL MARKETING, L.P., A Texas Limited
Pa1·tne1·ship authorized to conduct business in the
State of California
By: /~o._-f ~ pt);fdl,o_,
Name: Katherine Castillo
Title: Paralegal Advisor
Dated: 07/16/2024
7 :c
ffl
:a
ffl
31 AGREEM ·NT# ITAR -00934
LSP's Scope and responsibilities
Exhibit A
Scope and pricing

1. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsoft Master Mi crosoft Enterprise Agreement No. 8084445; Software Licensing Software upport, loud Services such as Azure, Industry olutions Delivery (I D) formerly Microsoft Consulting erv ices (MCS), Mi crosoft Unified Support and Micro oft incident re ponse. Microsoft Select Plus Agreement No. 7756479.

2. The agreement with LSP a ' a LSP of the Microsoft Products and ervices under Micrnsoft EA No, 8084445 is available for use by the ounty of Riverside and governmental agencies within the State of Californi a. The LSP will erve as the liaison between the political entity for enrollments under the Microsot1 ~ A.

3. The SP agrees to extend the same pricing, similar terms, and conditions to every political entity special district in the State of alifornia. 1t is understood that other entities shall make purchases in their own name, make direct payment and be liable directly to the LSP of their choosing; and • ounty shall in no way be responsible to any LSP for other entities' purchases,

4. The LSP may remain the L P for the Three 3-year duration of the Emailed Aftili ate's Enterprise Agreement Enrollment. All True-Ups during the 3-year enrnllment (orders for new products, etc.) by Enrolled Affiliates are required to be submitted only through the Affiliate's selected LSP. Multiple LSP's cannot service a single nterprise Agreement Enrollment. • nrolled Affiliate may at any time choose to transfer their current enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft.

5. The nrolled Affiliate shall work with the SP to determine the annual payment, true-up commitment schedul e defined in their enrollment.

6. ach Affiliate will communicate to the LSP the compensation terms applicable to their agreement.

7. The LSP will provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency wi ll be determined by each .·nrolled Affiliate (ie: monthly quarterly, etc.).

8. The P will provide reports of licenses purchased and added on to enrollment according to nrolled Affiliate s specifications. (Intended for an enrollment that has licenses for multiple agencies within a governir1enta l body - ie county, city etc.) Frequency will be determined by each Enrolled Affi liate (ie:
monthly, quarterly etc.).

9. The LSP wi ll provide, at the nroll ed Affiliate's request a licensing porta l that allows the tracking of licenses beyond the capabilities of the Mi crosoft VL C. This portal will show but not be limited to all licenses on the current enrollment, quantities of said licenses, track licenses at department/agency levels transfer licenses to and from each department/agency, and have reporting functionalities. 8 Revision 1/06/2()2 1
32 A RE MENT # ITAR -00934
J 0. The L P will provide training to the moiled Affiliate's Microsoft admini trators on Microsoft portals such as the VLS , Office 365, Azure etc. within 30 days of receiving a purchase order for such products that introduce a new portal. LSP should outline what aspects of training they feel would be beneficial in their proposal.

J J. The L P will provide documentation to the Enrolled Affiliate within 90 days of when Microsoft has made a change to a license and advise of any grandfather or conversion rights within that same timeframe.

12. The SP will provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment.

13. The LSP will provide an updated price list on an annual ba is or when Microsoft changes price point, whichever is sooner, in an xcel spreadsheet to the moiled Affi li ate. This price list must capture, at minimum, the following categories for each product: KU, product description, MSRP NET (Level D), LSP's uplift and contracted unit price.

14. The LSP shall provide a I ist of enrollments. The list of enrollments is due 30 days after the contract signature and on January 15th of each calendar year during the agreenient period. This list will include the agency name, contact person, email and phone number and annual spend. The intent of this is to track how many agencies within the State of California piggyback off of the Master Agreement.

15. The P will be charged 1.00% of the annua l enrollment sales amount to leverage the Riverside ounty Master Microsoft Agreement No.8084445, and Select Plus Agreement No.7756479 which payment includes Software Licensing, Software Support, Cloud ervices such as Azure Industry Solutions Del ivery (ISD) Microsoft Consulting Services (M S), Microsoft Unified upport and Microsoft incident response. This adm inistrative fee will be an annual fee, per enrollment inclusive of Affi liates Shadow nrnllments.

16. The Servicing L P shall provide Microsoft Enterprise Support Services from Microsoft to assist customers leveraging this contract vehicle in operation of the technology acquired and assist Riverside Master Participants in maximizing the benefits of this investment.

17. The Servicing L P shall provide the ability to for the acquisition of Microsoft services as the demand for individual product services or capabilities expand. The servicing LSP hall provide services to include Microsoft Unified Industry Solutions Deli very (I D), and Microsoft incident response. The Servicing L P will have a valid Microsoft Master ervices Agreement on file with Microsoft in order to resell Microsoft Un ified Support and Industry olutions Delivery (J 0). Additional ly the contrnctor sha ll provide Microsoft dedicated Technical Support representatives and subject matter experts provided via the Micro oft enterprise agreement to support and assist Riverside unty master participants in analyzing, architecting imple1nenting managing and operating olutions based on the li censes previously acquired or to be purchased in accordance with the terms of the Microsoft: enterprise licensing program.
9 Revision I /06/2021
33 AGREEMENT# ITARC-00934

18. LSP will be responsible for submitting a completed "Reporting of Active ~nrollments' by January 15th of each year for the prior calendar year.

19. The County of Riverside Information Technology (R IT) will invoice the Awarded LSP annually based on the emollment:s verified from LSP Reporting of Active Enrollments.

20. Payment is due to Riverside ounty Information Technology thirty (30) days from invoice date.

21. The administrative fee shall not be included as an adjustment to L P s Master Agreement pricing.

22. The administrative fee shall not be invoiced or charged to the Enro lled Affiliate.

23. Administrative fee checks shall be submitted to:

Revisiari I /06/20:2 I
Riverside County Information 1 echnology
Attn: Accounts Receivable
3450 14th Street, 4th Floor
Riverside CA 9250 I
10 34
AGR •• MENT # JTAR ·00934
Pricing:

1. Microsoft Enternrise License Subscription and services Item Description Price Level Markup%.

Enterprise Online ervices+* (including Full US s, From SA 4.00 U Ls, Add-ons and tep Ups) M365 E3 and 5, Enterpl'ise Level D Mobility + Security E3 and ES, f:fice 365 Enterprise I or E3, Windows IO Enterorise E3 or E5.

Enterprise Products (Office 365 Pro Plus, Windows I 0 Level D 4.00 Enternrise Core CAL Suite Enternrise CAL Suite).

Additional Products (M365 Fl, M365 ES ompliance M365 4.00 ES Security, Office 365 Enterprise Fl , Project Online Visio eve.ID Online Plan I or Plan 2, Dynamics 365 Azure, SQL Server, Windows Server etc)'.

Server and Tools Product (applies to Servt:r and Cloud 4.00 Emollments only) SharePoint erver, SQL Server, BizTalk Level D Server. Visual Studio, Core lnfrastructure Suites etc.

All products for Select Plus Ari.reement No.7756479. 4.00 Microsoft Unified Support Services 4.00
Microsoft Consulting Services 4.00
Microsoft Incident Response 4.00

2. License upport Provider (L P) olution Arca Specific Capability:

Soluti.011 Are:i Specific Cnpability Number Customer Reference? Size Number of successful customer production mail 100+ 10,000+ Yes deployments/migrations?
Number of successful customer production SlrnrePoint. 100+ 10,000+ Yes deployments/migrations?
Number of successful customer production Teams 100+ 10,000+ Yes deployments/migrations?
Number of successful customer production Teams 100+ 10,000+ Yes Voice deployments/PBX migrations?
Number of pcoplc with specialized expertise on 200+
technologies listed above
11 Revision 1/06/202 1
35 A REEMENT ti !TAR -00934

3. License Support Provider (LSP) se rvice rates:

Certified ompetcncy (Yes/No) Hourly Rnl e (On
Datn nnd Artificia l lntclli2cnt Premise)
Build lntell i12e111 Aims Yes $50 - $475
Build Intell igent Agents Yes $50 - $475
Machine Learn ing Yes $50 - $475
Internet of Thinl!.s Yes $50 • $475
Globallv distributed data Yes $50 • $475
OSS Databases Yes $50 • $475
Cloud Scale Analvtics Yes $50 - $475
Data Platform Modernization to Azure Yes $50 - $475
Windows Server on Azure Yes $50 - $475
Security & Mana1mnent Yes $50 - $475
Datacenter Migration Yes $50 - $475
Modern Business lntellie:ence Yes $50 - $475
Copi lot Yes $50 - $475
Biz Atms
Customer Service Yes $50 - $475
Field Service Yes $50 - $475
Market ing Yes $50 - $475
Talent Yes $50 • $475
Finance and Operations Yes $50 • $475
Business Central Yes $50 - $475
Power ADDS Yes $50 - $475
Power Bl Yes $50 - $475
APDS and Infrastructure
Azure Stack Yes $50 - $475
High Performance ComDute Yes $50 - $4 75
Cloud Native Ao1>s using Serverless Yes $50 - $475
Modernize Aims Yes $50 - $475
SAP on Azure No NA
Linux on Azure Yes $50 - $475 ~
Dev ODs Yes $50 - $475
Business Conl inuitv & Disaster Recoverv Yes $50 - $475 Windows Server on Azure Yes $50 - $475
Securitv & Management Yes $50 - $475
Datacenter Migration Yes $50 - $475
Modern Workplace
User Ado1Jtion & Cha1112e Manac:ement Yes $50 - $475
Security Yes $50 - $475
GDPR & Conmliance Yes $50 - $475
Teamwork Yes $50 - $475
Callino. & Mecti1rns Yes $50 - $475
Modern Desktop Yes $50 - $475
Offi ce 365 Mi!!.ralion Assistance Yes $50 - $475
Mai l Yes $50 - $475
Teams Yes $50 - $475
SharePoint Yes $50 - $475
OneDrive Yes $50 • $4 75
12 Revision 1/06/2021
36 LSP Name
RIVCO
Contract ID
Master
Enrollment
R~vision 1/06/202 1
AGREEMENT # !TA R ·00934
Exhibit B

LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
Company ncime
TBD
Annual
Sales Enrollment Reporllng
Enrollment Enrollment Start End Term: Enrollment Contact Number: Entity: Date: Date:

Calendar Email: Ve~r Contact:
ounl y of XX/XX/ XX/XX
Riversid e xxxx /XXXX John Doe
Enrollment
Contact Tel:
13 37
AGREEMENT# ITA R -00934
Exhibit C

MICROSOFT LSP PARTICIPATION FORM
el l ';J(i,A I i:;omn111 nI'->I on - Conr d~n11
Chi,:; lnformaticn O ,cer

OARRYL POL K
Chl•f T iochnology Off1c:.r

TRACY TILLMAN
O puty Directo r Aam ln - IT

ANTHONY CHOG YOJI
Chief lnform/J IJ0n S curify Officer

MARTIN PEREZ, ACIO
Enl e riJ• Api:,lic.;1tio n, Bureau

GUSTAVO VAZQUEZ, ACIO
Co nverg~d Commu nk:otions Bur~l3U

KARAN CHANORAN, ACIO
Technology Serviou Bure.-u
:tv1icro:·oft LSP Pmiicipation Fonn
(RFQ # ITAR ·-00532 Atrnduneut 2)
Com1>lete this form ond relllrn to:

Attention: Linda Fakhouri
E-mail: ifalchouri@rl vco.org
ComponyN<tnHt: Dell Mark ting, L.P.

Nl'lme: S;:irina l<onnoff
Addreoo: One Dell Way
Ci ty : ound Rock, TX ZIP Code: 78682
P.iyment should be m ode to:

Rive rside County Informatio n Technology
3450 14111 Street, Fourth Floor
Rlver'&ide, CA 92501
County or Rivers de TIN fl-: 95-6000930
Tl le: Propos31 Manag r
Telepho,,e #: 925-200-8506
Fax #: N/A Emllil: r lna.l<onnoff@ II . om ·------------ -· The Co ,nty of Riv1m;ide ifl the hoot of the icroMfl Mot.ler Agreement No. 8064 <: 45. All quesliono regmding llie products and li ceno1!1g oho11 ld 1,e directed lo Microsoft By signing below, I am agre eing to pay the participation fees for each enroll ment that lo est bll&lied by leveraging the Count)' or Rlveroide Master Agreement in accordance to the flchedul e referenced on RFO # ITARC-D0532 and an y suhseq\1en co ntracts and / or l'lmendmenls.

By Glgnl11 g helow. I aloo Bgree tl1 ot all enrollm nto wil l be submltt d 10 r. icrosoft direct, o report enrollrnen1 C!C livity and compl y to the pa yn1ent &ch edule per RFC # ITARC-O0f,32 to Riverside County r,f or n Tec11nolog y.

Pl ea&e reference the remittance Information ot)ove for w11 er to &end the pcwment Failure to com pl :,' n ay reou!t in the t'IWOrd being re scinded.
r,ay , 2024
Signature 1 Date
Sarina K nnoff Pr os .. I M anager
Printed Nan e Title
Revis ion 1/06/2021
14 38
A REEMENT # ITAR -00934
Exhibit D
Microsoft EA Benefits for Government Agencies
El Reduced Paperwork
Reduced number of separate documents to review - by consolidating amendments into a single document. Many of the amendments previously required are now built into the enrollment document.

Customers utilizing the County of Riverside EA Master Agreement may choose either an • nterprise .... nrollment or a Server and Cloud "" nrollment (or both) depending on their needs.

E2 Standard Pricing Across all platforms
Microsoft will prnvide LSP's (authorized EA Ps on this contract) with Government Level-D, pricing off of published "L P cost" all platforms. Azure discount is a factor of the consumption rate.

This will make it easy when calculating New Additional product and True-up purchases at the beginning or during your nterprise Agreement Term. lt also reduces possible confu ion among partners.

E3 No charge Onboarding Services
Micrnsoft assisted on boarding is now a benefit of Office 365, Microsoft lntune, Azure AD Premium and Azure RMS. ligible customers will l'eceive guidance from a dedicated group of onboarding experts known as the Microsoft FastTrack enter (FTC) to onboard to these services. The FT uses an onboarding apprnach known as FastTrack to help you, your IT Team and or Partner, confidently onboard new users and capabilities. Programs are subject to change and/or evolve.

E4 No Charge Security Incident Assistance
M icrnsoft will engage special security teams in the event of an exploit if your organization leverages Microsoft security technologies as part of your enterpl'ise agreement commitment. These teams will help you identify and stop the malicious attack and triag the incident. See your Microsoft Sales xecutive for more details.

ES Raise and lowe1· commitment for hosted services during the Enterprise Agreement Period You can raise your commitment for hosted services like 0365, RM Azure during the cunent EA year and only commit to the remaining months in that year. Example: your anniversary for your Year-2 term is in November and your adding I 00 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down hosted services at your anniversary to the original commitment level as well.

E6 Additional Software Assurance benefits
• With New Version Rights you can upgrade each Microsoft product license that is c vered by active oftware A surance to the most recent version for no additional cost. When a new version of Microsoft Office i released during the term of your agreement, your licenses are automatically upgraded to the new version.
• Office Roaming Use Rights: l elp expand end-user productivity and extend the value of your virtual desktop environment with ffice Roaming Use Rights which lets users with Software Assurance on Office Project r Visio remotely access their software on their virtual desktops from third-party devices.
15 Revision I /0li/202 1
39 A R EMENT # ITAR -00934
• Spread Payments: Spread the costs of your License and Sonware Assurance purchase across three equal, annual sums versus one up-front payment to help reduce initial costs and aid in foreca ting annual software budget requirements up to three years in advance. When you use the p1·ead Payments benefit, no interest or additional fees are incurred. You may also consider Microsoft Payment Solutions to help finance your technology needs, including software services partner products, and hardware. Although Microsoft Payment Solutions is not part of Software Assurance you can choose it separate from, or in addition to, the Spread Payments benefit to create a customized payment structure.
• Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a lower edition to a higher edition software product while maintaining their Software A surance coverage on a given product. The Step-up License makes .it easier for you to move from a lower level edition to a higher-level edition without incurring the full cost of licensing two separate editions of the software.

More information about the Software Assurance by products as listed above can be found at:
https ://www. m icrosoft. om/en-us/Licensi ng/1 ice nsing-progra ms/softwa re-assurance-byproduct. aspx?83ffdda4-a263-4123-9752-1122538c0a9fr=Tru lfovisiun I /06/2021
16 40
AGREEMENT# ITAR -00934
Exhibit E
Microsoft Enterprise Agreements and Amendments
EI) Microsoft Enterpri se Agreement No. 8084445.
~2) Microsoft Select Plus Agreement No. 7756479.

E3) Amendments No. I - EA ustom Terms TM (Document No. TM-CPT-OPT-FWK) E4) Amendment No. 2- EA Cu tom Terms (Document No. CTM·FWK-CTC-AGR). 17 Revision 1/06/2021
41 tJ
□ Microsoft
Program Signature Form
Volum e Ucensing
MBN1,1e.sA1111mhl!r 004-kayleerl-8•04
Note: Enter the 1:1prlicahle 11r.livR 111.1111bm~ ;1s:-nr.i;iterl wilh ttle documents below, Mir.rosofl rnquire~ the associalecl active nu1,1ber be indicated here, or listed below as new.

For the purposes of this form, ·customer" can rnean Ille si1J nl11g entity, EnrollecJ Affiliate, Gov~rr11nP.nt P:it1M1, tnstlt11tlon, or other pmty entering ir,to a volume licensing rrogr~m agrcr.m<'!nl.

This sl!]m1ture form and alt contri!cl documents idenlifi1ad In the l<1ble below are entel'ed into between lhfl Cu11lomer c1nd tho lvticrosoft Affiliate signing, .is of lho effective date identified below.

EnlereriseAg_re_e_rn_e_-1_11 _ _ _ _______ ,t-X=-20_._1_0_2_0c..., 9,-----,---.,....-.,...-------• -~Cl,omrn /\gr~ermmP· Documenl NumbP.r or Coch:i
<Choose Amcemont;, Docurnont Number or Code
<Ct1oose ili)reement> --·---~ - Document Number or Code <-Choose Agroe111en1 :. • • Oooum0111 Number or Code ___ ___ _ <Clioose ii11,;alh1ienl/Reqis'tration> b ocurnenl Nu1l1i:ier or" Cocie. <Chtmse Enrollrrrent/Reoistr.Jlio11> OCJcutmml Nu111ber or Cod~ <Choosa ErirollmenUReqlstrntion> DocLlmenl Number or Code <Choose E11rolhne11UReaislration ► ocumenl Numlier or Code - --------• ... -----------+'----'-----~----- --------' Uy signing below, Cuslomer ·and the Microsoft A.rlitiale aoree that both parties (I) have reccivocl, fc;id ancJ unclersland the above conlracl docLHi1en1s, including any websites or docL1111ents lncorpomtecl 011 reference anc1 any amendments .incl (2) .,igreo to be bound by lhe terms or .-ill sur,;h docurno11ts. • i11!'/icn/as 1flqr1lmc1 fie/cl
42 Microsoft Corporation - --- ---~~!!!""'~~~~-::---,
Sig11i'lt11re ~'--- - -~_···_-:~ ---- - - l---==~Mi i~ soft Prh1ted First 1111d Lilst Name Microsoft Corp ration
Prlntod Title
Slgnnturo ()ate
(data M1c'.1Jsoft Afriliato co11ntcro1i;·1s)
Optional 2"~ CustomP.r signature or O11tso11n;cr signaturu (if 11 pplicable) I· , . •
I
Name of Entity (rnust be legal entity n~me)'
Signature'
..

Pr Into d Flrst --
111HI -
Last - -
Namek - - ------- -------- --------
Prlntccl TIUlil
Sig11ature Onie'
• indic111m; r11qt1ired fi'eicl
Nams ot Entity (must Im leg.ii entity namal''
Slgnaturo~ - --- ---- --------------- -------- -
Prl11to<I First ,rnd Lai;t Nmno•
Printed TIUo
SlynAlllre Date'
• /11clic111 es req111recl fi&lc/ I
If Customer requires physic~I media, adcllliomil conlnr:ls, 01 ir. rr-ipcirfi119 111ultiµle p1'6'Vlous Enrollments, include lhe r1p1uopri:;itc form(!'.) wilh this signature form. • ' After this signawre form is signoct hy lh0. C11stnmftr, ~er1d ii ,111(1 th e Cont,'3cl Oocunrnr\ls lo Cusloi\ler's ch;irmel putlrier 01' Mic!'osoft account mananer, who 1m,s1 suhmi! them ll1 lhG following adrirni;s. Wtum l11e signnture form Is fully executed by Microsoft, Cu:,tomm will rnc~iv~ a conlinnalio,1 copy.

Microsoft Cotpomtio11
Dept. fi5·1, 1/ulume Lice,1sin11
6100 Mall Road, Slllte 2"10
RP.no, Ntm 1du 8051 1··11 37
USA
43 ~/l icrosoH
Amendment to Contract Documents
Thi~ 11111<:ndmcnt ("Aincnd1110nt") is entered Into between ll lP. pArlles iclfmtiflecl 011 the allacl1erJ pro{Jl'lllll sinm11rne form. It amends t11e ~nrolhnenl or At1ree111 enI id~nlified ;1llove. All terms UM.id hut 110I clflfinecJ 111 this Ame11drnent will lrnvo lhe same meanings proviclecl ln that Enrolhn~rnt or Agree1)1e111.

Enterprise Agreement
Custom Terms CTM

1. Soclion O.i, "'T<;mn", is hcrciby mnenclccl cine! resta(ed as follows :
a. Term. The lerrn 01 this Agreernent will rea:maln 11, ellect un1,~ss termi,rnted by eilller party as desciibed belo\•1 . Er1d1 1.:nr6ll1r11ml will havH the lorm pmvidi?cl in th.it f:11rol lment.

2. TIie prlci11,1 that Microsoll will offer Enmlled /\fOlialP.'t; Res1dlm for Enroll1Mnl~ dfor.tiv~ between NovemMr ·1. 20Hl through Oclol>er J'I, 202·1. 8ml th.,t will .ipply ror th e entire Initial tenn or such Enrollrmmt:;, is rn, follow:-:
~ ......... u•- - "rri"c·;·--·. • Ex.irnplcs Include biit ,no rwt lhnitccl lo . Pt·oduct Leval the following•:

EnterprisP. Online Services .. Level [) M365 l:~l and 1:5, Enterprise Mobility -i. (including Full USLs. I:rom SA minus 2% Secul'ily E3 and E5, Olfica 3G5 E,1IeqHise USLt, Add -ons 311(1 StGp Ups) E 1 or E3, Wi11dnws ·10 Enterr,rlse E3 or F.5 ......... .,._ -· 365- Pro Plus, ·--- Entorprise Products Level D omce Windows 1D l::!11teri,ris€, Corn CAL Suite, Enterprise
CJ\L Suile
Addltlonnl Pro<.lucts Level o l\rl365 F1. M365 E5 Compliirnco, M365 E5 Scicurity, Offlcl') 365 l:nlcrprlso F1, Project
Online, Vislo Online Pla11 '1 or Plfln 2,
Oyn.iniir,s 365, .il:\,llf8, SQL Server,
Windows Server, etc.
5etvor and Tools Product Level D SharePoin1 Server, SOL Servet·· Eliz Tall< (aµpli0s 10 $(!rver Md CIOlld Srirvcr, Vit,u:.il Stuclio. Core lnfrostructuro l:nrollrnents only)
uHes, et c.
'I II~ ~•~u111~l1;>~ ,11cl1.1u\J u:il111u $'llv1rn~ lh1Jt ure uvwlirbl<J lrr ,,fll :tir the ~Clll'irerm,1 or ouve-11111-.nt clmId r.lleun\j~. " f'.111r1l i!yll\fl F.n1~1p1isA Onl,M Sm11lrnr. AIP,. . ,er,tifi1uj hl 11, ... rrol)lll~t 1 P,f:n~ v,11I1111 .; r:,r,11 ,•0l11~ cl 'F,C!' i•l tl1P,. t:il>le. ,,,, •~•,uu:um /\•,u-lu~il,t)". 11111 •,coIx, <J! f111t.:1µ1i~(:i O:ili11,; !3,;,., t:t!S is ~v\Jje~I to c:11;,··~10 us E:1l~•pr.so 0"111111, S!!1111t.i~ t1ro -'C.<le<I, 11:idr1I<)cJlre11,5~<J or : 1:moved r,·o,r, u,., Cme101i,;e I>I.;•~rom ol/c1iu~1 l::<r.lusio11r. .iprly lo lhc, addition.ii 2% discatin! nn F.n lcrr,ri~c Onlir10 Sc1vlcos flS follows:

Bl)
44 The price list nio11th lh:.=il ,1pplies lo an order is 1101" raclor 111 delP.1111ini11g whether the addlli011al 2% discour,t cm Enlerp, ise Online Ser11ices may be applied lo an or<lai". The rmly ap1>licahle factor 11, Ill(} etre0llve r.lnte of the ~nrolhnent. • The cliscot1nt cloeB not 11pply lo any exlsnsioni. ()t 11,e inlli/'1 1 Tenn or renewal f:11rollrncnt$.
• Tr1e disr:om1t clcmi; 11n1 .iprlY to ,rny rrmrintional Sl(U~. Enrollt"ci l\ffili11 t~? i~ l'llllilh•:d to Ille lower <J r lhe pr,;imolional price or discounted price.

Tho price level 11ml applies to 111ullms111 s eJfecllve 011 u, altof' NovemUei' 1, 202·1 is Lavel D fc:11' all Products. •
Tho Reseller and 1111> Enrolled Affillm to will clelermlne the Enrolled Amliale's actua ' l price and 1myn,cn1, lcr1111;.

Except for c:11.inges 11\ade by i11is Ar11Eindme1H, the l:11rollmerH or Agreelllenl h:Jenlirte<I above remai11 s u11chc1noed F.111CI In full forco ~nd P,(f P.cl. If th ere Is a1111 conflicl between any provision In thi s Arnenclrne,11 u11cl clil'/ rirovisicni in lt1Ci Emoll111~11t or J\ure1~rmml kiflnlifi<~d nllovr., lhi~ l\rnnnd1mml !>hall c:m1lml. ·~-'"rli1s·Amendme11tmust he attached to a signatme form to l>e valid.

Mlcro~oft lntomnl U811_011t :

Hiwirsicle Counl1 i::A Ain_end U. 7 .clocx CTM
r.TM ,CPT-Ol"T•F- WI< l'lD
45 1\/Hcn)soft Volurne l.ic.ensin9
Enterprise Agreement State and Local
Nol lor I.Ill!> v,ith M1r,ro~ufl ('lt,~hUjSij AtJIP.l'lllt!II\ l)r Mi 'J!•$ 1>1l fl1,~l1111~~ m·.d ~(1n1ic:1 1, i\!JIP.HIIIHIII Tl1is Microsoft Enterprise Al1reemenl (''Agreement•') is entered into l>etween the entitles iclentitied on the signature forrn·. ! ' '
Effective date. Tl1e effective date of this Agreement is the earlies t effective date of any Enrollment entered into llncler this Agree1nent or 1he date Microsoft accepts tl1is Agreement, wl1ichever Is earlier.

This Agreement consists of (1) these Agreement terms €Hid conditions, inch.1ding any o<lrnen<lments ~m~l l11e signature rorm an(t all allac11me111s ldenllfied1
tt1erein, (2) rne Product Terms applicable to 1~rocll1cts licensed under thi:, Agreerner,t, (3) the Online Services Terms. (4) any Affiliate Enrollment enteretl into under this Agreemsnt, and (5) my order SL1b111illcd u11~0r this Agreement. I Please note: Documents referenced in this Agreement but not attacl1ed lo t11e signature forrn may be found rit htlp.//www.inlcrosgll.co,n/l1cc:msinr.ilco11lrru~ and me incorporntecl in this Agreement f)y reference.

Including tl1 e Proctl1ct Terms anct Use Rlgllts. These documents ITitt}' contain additional terms and conditions for Products licer,sed Linder !his f\greement and may be changecl trom tiine lo time. Customer sholli<I review such documents carntully, both c11 tile tlme of signing Olld periodicolly tl1C re<1fter, and fully L1nclerstanct all te1'rns ancl conclilions applica9te lo Products llcensecl.

Terms and CondWons

1. Definitions.
"Affiliate'' means
a. with regard to Customer, 1
(i) any governrnent agency , department, office, instrurnentalily, division , unit or ot11er entity of the state or loc.il governn,ent that is supervised by or is part or Customer. or wt1ich sl1peNlses Cllstomer or of which Customer Is a part, or wlilch is under common supe1vision with Customer;
(ii) any county, borough, comrnonweallh, city, municipality, town, tow11ship. Sf)ecial purpose . district. or other similar ty1>e of governmental lm,trumentc1tily eslablishect by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries: and
(illl any other enllly In Customs'.r's state expressly eulhorizecJ by lhe laws of Customer's state l(l purchase under state co11tmc1s: provided that a state and Its Affiliates shall not, for Plllt>osos of this definllion, be considered lo be Affiliates of the fedtHal government and its Affiliates; and '
b. with ,·egArd to Mlcroson. any te1
gal entity thal Microson owns. that owns Microsoft. or that is under common ownership with Microsoft,
"Customer' means the legal entlly that l1as enlerect into this Agreement witl1 Microsoft.

I . "Custom ~r Data" means Elli data, including all text. sound, lioftware, image, or vldso files that are proviclecl to Microsoft by, or on behalf of, an Enrolled Affiliale and its Affiliates throug h use or Online Services. "<lay" means a calendar day, except for r~ferences that specify "business day·. "Enrolled Affiliate" means a11 ent lty, either Custorner or a1,y one or Cuslolller's Affiliates tllal has entered into an Enrollment under this Agreement.

Pngf, I ol 11
1)0,:1111,MI XiO-HJ:!C"J
46 "Enroll111enl" means the (locul\1P./'\l that ar1 Enrolled Affiliate submits llnder 11,ls Agreement to plc1ce orders for P1·ocl11cts.
"Enterprise" in~ans an Enrolled Affiliate and the Aff1llates for which ll is msponsil,le <1ml chooses on ns Enrollment to include in its enterprise. •
I "Fixes· rneans Product fixes, modifications or enhancements, or \heir clP.l'ivatives, that Microsoft either (e!eases genarally (such as Producl service 1packs) or provicles to Customer to address a specific issue. "License" means the right lo clownload, install. access and use a 1~ro<1uct. For ceflain Products, a License may I.le available on a fixed term or subscription basis ("Subscription License''). Licen$eS for Online Servic:es will be ct111si<lerec1 Rubscriptlon Licenses. •Microsort'' mea11s the Microsoft Affilialo lhat ht1s entered rnto tllis Agreement or an Enrollment and ils Affiliates, as appropriate.
"Online Services" meens lhe Microsoit-l1oslJ<1 s~rvic:es ide11tifiecl as Online services in tl1e Procl\.1ct renns. ''Online Services Terms• rneans tile adclitiJnal lerrns tl1c1t spply lo Customer's l•Se of Onllr1e Se1vlces publishi:lcl on lhe Volllme Licensing Site ancl 1uprlale<l from tltne lo tlml!! , "Product" means all proclucls Identified in 11,e Pro(lllCt Terrm,, such ;is all Soflware, Online services anc! olher web-based services, loclucllng pre-rel~ase or bel.i versions . . "Pfocluct Terms" meMs Hie clocument thal pi-ovlcies lnform3llon al.lout Mlcrosofl Producls :;u1cl Profmssiom1I Services avail~ble lhrougl1 volume licensing. ThE] Product Terrns ~locument is rublished on lhe Volume Llcen~lng SIie anti Is updaled_rrom time to lime,
"SLA" 1111:wns Service Level Agreernent. Whl6h specifies the minimum service level for Onli11e Services a11d is publish13d on l1113 \/olt11TI<l! Licensing Sile,
"Soflware" llle,in::; lice,1 eel copies or Microsoft software Identified on tl1e I roducl Terms. Softw.ire doc~ not include Online Services, but Soflware may be p.irl of ~n Online Service. "Soltware Assura1,ce'' Is an otrerlnr1 i}y Microsoft that provides new v0rsion righls end other beneflls for Products ns further de:-icribe<I Ill Ille Produci°Terms. 'Trade Secret" means inrormation 111al is not generally known or readily ascertairrnbls to lhe public, has economic value as a resull, and has beens 1bjecl lo reasonable steps undBr th~ circumstances to maintain it5 secrecy. I
"use" or "run" means to copy, im;ta.11. \rse, ,iccess, display, run or otherwise lnteracl, "Use Rig his'' means the use righls or terms bt service for eacl1 ProclL1cl published on the Volume Licensing Site c1nd updated from lime to lime. T11e Use Rights supersede the terms of any encl \Iser license} agreement that accomp,1t1ies a Product. Thei Use Right~ for SoftwMe are publlst\ed by Mlcroson In t11e Product Terms.

The Use Rights for Online Services are publ,ishecl in the Online Services Terms, ''Volume Licensing Site' 111eans h\1g:/lwww.m!cros1Jfl.com/licem:lng[f:_0_1lliJ1Cl§ or a successor site. I

2. How the Enterprise progr~m works.
a. General. ·rhe Enterprise pro[]rarn consists cf l11e terms and conditions on which an Enrolled Affiliate may acquire Producl Licenses. Under the Enterprise progrnm, Cuslon1er .ind lls Affiliate::; rn{ly order Licenses ro~ ProdL1cls by entering Into Enrollments. h, l:nrollmonts. The Enterpri:;e prog1'M1 gives Customer and/or its Artiliates the al>lllty to enler Into one or more Enrollments to ,order ProclLtcls. Subscription Enrollments may be available for some of these Enrollments. t~otwitl)standlng ;;iny other provision ol this ~\greernenl, only Enrolled Affiliates identified ill &n Enrollrnenf will be responsible ror complying with the terms of lhat Enrolhnenl, inclucfi11g th~ lerins of lhis Agret:imenl incorpornted ily 1·eference in that Enrollment.

F/\?,1l11JA,J1(ll~)!-II ClWNCi)(Nov2U1ti) I' ,I()•~ '2 ol II Dor,u1n ti11I :t.20- 107.09
47 c. Licenses. The types or Licenses available are (1) Licenses ohtnlnf.ld u11der Soflw<'!1'e Assurance (L&SJ\). and (?.) Subscription Licenses. These Liconse l11pes, as well as ar.ldilional License Types, are further dosdibed in the Product List. 3, Licenses for Products. I
a. Liconse Grrml. Mlcrosofl grants the Enterprise .;, non-~xclusive, wo<ldwide M<i limited riglil lo <.townload, install ,:met u:;e soitwarc Products. and lo ~ccess a1icl use tile Online Services, each in til e quantity orderecl under an Enrollment. Tile rights grantee! are subject lo lhe (E'.!rms of lilis Agreement, the Use Rights nnd lt'le Product Terms. Microsoft reserves all rights not expressly grantee! in t11 is Aoreerrerll
h. Duration of Licenses. Subscripllon Licenses and most Sortware Assur:.mce rights are lernpora1·y ;:rnd expire when tt,~ or,ir,l ic.ible Enrollm~nl is terminated ar expires, unless the Enrolled Affil iate exercises a b~1y-out option, which is av.iii.able for SOl)le Subsc ription Licenses.

Except as otherwise noted in tlie applical>le Gnrollmsnt or Use Rights, all other l.ice nse:; becorne perpetual only wt1en a'II pay1nents tor that License have been n1acie ancl the initial Enrollment term hc1s expired. •
c. ApplfcaLlle Use l~lghls.. I
(i) Prod11cls (other than Onli1\~ S1:11v lces). The Use Rigt1ls in effect or, Ille effective elate of the applicable Enrollment term will apply lo Enterprise's U$e of the version of each Product ttiat le; current at the lime. For tuture versions Hnd new Proctuctl<, tlie Use Rights in effect when those versions and Products are firs\ reteased will apply. Changes Microsoft m:;i l(es to the Use r-{lghts for a particular version will not apply unless Ille Enrolled Affiliate chooses lo have tt,o~e changes apply. The Use Rigt1ts applicoble to perpeluel Licenses that were acqllirccl \lnder c1 previous .1g reeme11l or Enrollment @re determined by 1he Agreement or Enrollment uncrer wl1ich they were acquired. Renewal of Soflware Assurance does not change which Use Riglll.s apply to those Licenses. •
(II) Online Sr.rvices, For Onllne ·services, the Use Rights in effect on the subscription start elate will apply for th e subscription term as defined i11 the Producl Term s, cl. Downgracle right s. Enrolled Afriliale rnay lJSe <111 enrlie,· ven;ion <>fa Protl\lCl other lhu11 Online Services than the version that is curront on lhe eftecUve elate of the Enrollment. For Licenses acqL1ired in 11,e CLirrenl Enrollmeht term, tl,e Use Rights ror the current version apply lo the ~•se or the earlier version. If me eai'iier Prorluct version Includes fealu1 es tllal are not 111 lhe MW vernio11. then tlie Use Rights applical,le to the ec'lrlier v~rs ion apply with respect to those fefltures.
e. New Verslo11 Rights l111de1· Softwa,·e Assur'1nco. Enrolle~I Affili;ite must orcter nnd maintain uontinuous Softwme AssLirance 'cov~rage for each License orclereci. With Soflware Assurance covc;irage, Enterprise automatlc~lly has Ille rlgl1t lo l1se a new version of a licensed Proclucl .is soon ~s il is released, even if Enrolled Arfiliate chooses not 10 u5e the new version itrnnedlately (I) Except as otherwise permitt6d under an Enrollmenl. use of the new version will be subject lo the new version's Use Rights.
(Ii) If the License ror tile earlle1 varsron or tl1 e Proclt1<.; t is perpetual at tt1e l ime the new veruion i:; released, the License for t11 e new version will also be perpetual. Perpetual Licenses oblalnell through Soflware Assurance replace My perpetual Licenses for the earlier version .
f. l.iconsB confirmation. Thi:; A~reenwnl. the ~pplicable Enrallmenl, Enrolled Affiliate's orcler confirm.ilio11, ancl ciny documentation evidencing lransters of perpetu al icenses. togetller wilh proof or paymAnl, will Ile Enrolle<I Afrili<1 te's evid ence of 11II Licenses ob1,.iined under ;in Enrollmenl.

Pogc 3 of 11
l)()Cl11'1lt111 )(2(). 10i uu
48 9. Reorgonlzatlons, consollclatlons a1HI prlvatiZiltions, If th~ number of lice11.ses covered l>y -an Enrollrnenl i;hanges by more IMn ten percent as a result of (1) a reorgc1ni,21tio11, con~olki;,itio11 or prival[iali(iri of an enlily or a11 operating divlsio11, (2) a privallza1lan ol an Affiliate or an operating division ol E11rolled AffiliBlo or any or its Affili<1les, or (3) a con$olidnlion Including a mer{1er wnt, a third 1iarty tlH1I 11as an existing agreemenl or Enrollment, Microsoft will wo,k wilh Enrollecl l\ffiliati;: in good faitli to clele11nine how to accommodate Its c!,anged circumstances In the context of ihis Agreement.

4. Making copies of Products and re-imaging rights .
.r. Gcnernl. Enrolled Affiliate may mal<e as many copies or ProdL1cts, as It neecls lo c:listrlllute them within the Enterprise. Copies rnu~t be true and r.oinplele (including copyright and trndemark notices) rrom master1copies ollta.lne<I from a Microsoft approved IL1lflllment source.

Enrolled Arrilialo rn.iy uso a third party lo make t11ese copies, but Enr'olled Affiliate agrees It will be responsible for any third parly's actions. Enrolled Affil iate agrees to rnalle 1·e~1sonable efforts to nolify its employees, agenls', and any o1her indiviclllals wl10 use tile Prodl1cts that th e Products are licensed from Mlcrbsoft and &ubject to the te,rns or this /\greernent. b. Coples for training/evaluation and back-up. For all f:>rocll1cts olher th,m Online Services.

Enrollect Affiliate may: ( 1) use /1µ lo 20 cornplimenta,y copies or any licensee! Proclucl in a decllcater.l training facility on ils premises for purpOS(:)& of trai11ing on t11at f')El11icular Product. (2) use Lip lo 1 O complimentary copies of any Products for a 60-day evaluntion period, c1ncl (3) ui:;e one co1npli_menta1y copy or any 'ricensed ProdL1cl For llact<•Ull or archival purposes for each of Its cllsllnct geographic locil'l lions. Trillls for Online Services may be 1,1vailable if specified in ll1e Use Rights.
c. Right lo re-imRgo, lrl certain cases. ,e.irni.lging is perniilled using the Prod11ct m edia. If lhe Microsoft Product Is llc1311se(I (1) from an origin.ii equipment mar1uf<1cturer (OEM), (2) as a fl1II packaged ProclL1ct Ill rough a retail sou,ce. or (3) Linder another Microsoft program, them mr.din provi(fed ~rnde,· this Agreemenllmay generally be L1sed lo creatE:1 Images for use in place of copies provicle<I throllgh that separale SO\rrce. Tllis right is r:011ditional upon the following :
(i) Separate Licenses must be ·acquired from the si:parate source for each Procluct that ir, reirnaged. (ii) The Product, language, version, and components or the copie:s 1nacle must be te1e11tic21I lo the Proctuct. language, version, and all co111ponenls of the copies they repla,;e t-iml the nurntler or co1>ies or ins1a11ces of· 11le ,a-hnagecl ~roducl permitted remains the same. (ill) Except for copiei; of c1n opeh,ting ~ystem l'!nd copies of ProdL1cls llcensed Llllder another Mlcroson program, tl)e Protlucl type (e.u .. Upgrade or full Licens0) re-irJ1i:lged must IJe identical to lhe Produd typi.; licensed rrom the separale source. (iv) Enrolled Affiliate must adl1er~ to ,1ny Producl,speciric precesses or requirements for reimaging iclentlfle<I In Iha Pro~luct Terms.

Re-imaged Products remain :o.uuject to the lfljrms anti use righls of tl1e Lice11se acquirecl rrorn the separa!e source. This sul)s(')ction does not crec1le or extend any Mlc,osoft warranty or support obllg~llan. '
I

6. Transferring and reassign_ing Ucenses.
a. Ucon so transfers. License lrtlhsfers are not permltled, except 111at Customer or an f:nrollecl Affltlate inay !r.:i11sfer only rully-p1aid perpelLr.sl Uce11ses to:
(I) an Affillale, or
(Ii) .i third party solely in co1111e1:tion with tile transfer of harclware or employees lo whorn t11e Licrmses have been assigned I
as part of (A)~ prlvallzJtlon or an Afrlliate or agency or of ~n Pog~ o1 Ill 1·1
l.l<ICl!rlltl!II )(,!O, l(J,'O!)
49 operating division of Enroilecl Aflillat e or an Affiliate. '(B) 8 reoi·ganizaUon, or (C} .1 consolidalio11. I
Upon such transfer, Customer 1
or Enrolled Aflili.ite m,,sl uninstall ancl di1n;o11linlIe using tt1e llo'!nsed PfodtIct ancl render any copies unusable.
b. Notlficatlor1 of Llcenso Tr:'!11s for. E11rollecf Affiliate rnu~l nolify Microsou of a License lransfer by completing a license' transfer form, which can he obtained frorn I1tto:l/wwwJ11icrosoll.(:C'1111 /l:c.:ensl119/r.011tr11c(-, and sending the completed form lo Microsoll Defore tile License transfer. No Liccmsr3 transfer will be v¢1lid unless Enrollecl Affiliale provides 10 the t(ansferee, and the transferee accepts in writing, documents surticienl to enal)le the transferee to aseerta!11 \tie scorje, ptIrpose and limitations of tlie rig hts granted by Microsofl uncler the licenses being transferred (includingthe c1 pplicable Use Righi!'>, use and transfer restrictions. warranties a 1ld tin1ilalions of llabilily). Any Ucense transfer nol 111ade In co111plianco with this section will be void. i
c. l11ten1al Assi~Jnment of Licenses ~ncl Software Assurnnce. licenses and Sortware Assur~nce must l>e ~ssigned t~ a single user or device within the E11terprlse. Licenses and Soflware Assurance may be reassigned within the Enle1prise flS described in the Use Ri£1l1ts.

6. Term and termination.
a. Term . The term or tl1is Agreeme nt will be 36 flill c.:1Ienclar months from tho effective date u11les s terminated by either Mrly :rn <le'scrinec.l below. Eac1, Enrollment will have tile te rm provided in lhal Enrollment.
b. Terinh\atton without causo. Ellher party may 1ern1i11ate this Agreement, without cause, upon 60 daiy~• written 11otit;e, In t11e event of termination, new EI1 rollments will not he accepted, but any !'\Xlsl lng Enrolln1enl will continue for tho term of S\1ch Enrollment and will continue lo l>a ~overned by this Agreement.
c:, Mid-torm lcnntnation ror 11on-'a 1)prorwintion of Ft111cls. Enrolled Affiliate may termini.lie thi:, Agreement or em 11nrollincnt wiil1out liability. penalty 0i' furt11e:r olilig::itlon to mal(e paynwnts if funds lo make paymenls Linder the Agreement or Enrollment .ire not appropl'ialed or .illocnted by the Enrolled l\ffiliate for suc11' purpose.
d. Tem1in:11ton for cause. Without limi1ing any other i'emeclies ii may l1ave, either party may terminate an Enrollment II t11e olher pa1ty materially bri,mches its oblig<1lions \U1(1er Ui ls Agreement. inclucJlng any obliga,tion lo submit orders or pa1• Invoices. Except wliem the oreach is by Its ni:llllre not cw.ible within 30 days, the ter,nlnaling pany must give the other party 30 days' nollce or Its Intent lo term(nate and mn opf)or1ltnity to cure Ille breaclt.

If Microsoft gives such 11otic:e lo an Emailed Arrillato, Microsoft also wil l give Customer a copy of that notice and Customer agrees to help re.,olve the breach. Ir the breact, affects other Enrollments ancl csI111ot t,e resolved between Microsoft and Enrolled Affiliate, toget1,er willl Customer's help, within a reasonable period of time, Microsoft may ter111inc1ta this Agree11'1ent and all Enrollments under it. If an Enrolled Affiliat~ ceases lo Ile Customer's Affillatia, it must promplly no1Iry Microsoft, and iytlcrosoft may termin.ite the former Artiliate's Enrollment If a,, Enrolled Affiliate tenninales Us Enrolhnent as a result of a l>reach by Microsoft, or if Microsoft terminates M Enrollment because Enrolled Affiliallcl ceases to be Customer's Afllliate, then Enrolled Affltlate will ha\/e the e~rly termination right s clescribr:,d in the Enrollment. e. fnrly termination. If ("I) an Enrolled Alliliale terminates its Enrollment as a result of a lm~nch by Microsoft, or (2} if Microsoft termin.ites on Enrollment because tile Enrolled AHiliale has cei?lse<I to be on Affiliate of Cuslorner, or (3) Enrolled Affiliate terminates an Enrollment for nonappropriation or funds, or (4} M!Ci'Q$Olt terminates an Enrollmenl for non-payment due to nonappropriation of funds, tllen the Enrolled Affiliate w,11 have the fotlowlng optio,,s :
(I) II may immediately pciy lhe [otal remaining amounl due, including ail ini:lallmenls, in wlllch case, the Enrolled Affiliate will have perpetual rights for .!111 Licenses ii has ordered; or I •
l">IH~ !i r,( 11
l111<:11111Mnl X2t"l-lO;/l)!l
50 (Ii) II may pay only a1nou111s cJue as of lhe termination elate. in whlc11 case the Enrolled Affiliate will have rerpet11nl License~ ror:
'I) all copies of Proclucts (Including tile latest version of Prodl•cls orclered under SA coverage In tile c11rren1 \erm) ror whlcl1 payment has been macJe in full, ancl 2) lho number or copi0s of Products ii h<1s orderer! (including tile lalest version or Products ordered under Soflware Assurance coverage in currenl term) th Ell is proportionc1I to the total bf installment pay,nents poitl vert1us t<ital ainounls ,tue (paid and payebla) if the early termination hacl not occurred. (i ii) In the case or early lerrnlnation lmcler subscription E11rollments, Enrollee! Affiliate will l1ave the following option~:
·t) For ellgilJle Proclucts , E11roltecl Affiliate may ol>tain perpelual Licenses as clescribcacl In th~ section or the Enrollrnenl tilled ''Buy-OL1t option," provided that Microsort receives lhe lmy-out order for lhose Licenses within 60 days after Enrollt;i<I Affiliat('J provide!; notice of termination.
~) In the event of a hre@i,;h hy Mlc;,osoft, If Cl1Stomer chooses not to exercise a buy-out option, Microsoft will iss0
l1e Enrolled Affilaite a crcclil for any amount raid if1 odvance for Subscription Llcens·es tt1al the !E nterprise will not be able to use to do the termination of the Enrollment. I
i'Jolhing in this section sl1all affect perpetual Uc1mse rights c1r,quired elth11r in a s~p.irale agreernenl or In a prior term of tile term111a1ecJ Enrollment. f. EHect of termination or explra~lon. When an Ervo11rnen1 expires or is termlnatecl, (i) EnroUecl Affiliate ml!St order, Licenses ror all cor,ies of Products it ha::; nrn for which it hns not 1)revlously submitted an order. Any and all unpalcl payments for any order of an y l<lnd reriic1in due and payable, Excepl c1s provi<Jeu in lhe sut,section titled "Early termination," all unpaid payments for Licenses lm,necll.il<3ly become du0 and p~yable, (II) Enrolled Affiliate's rigl1I lo Software Asslirance benefits under !his Agreemenl encls if II doe~ not renew Soflwar~ As1
1>urance.

9. Modification or terml,wtlon of on Online Service for rogulntory rer1s011s. Microsoft may modify or tenninate a,1 Online, Service where there is any current or future government requirement or obligation that: tr.-1) subjects Microsoft 10 any regulation or requirement not generally applicable to businesses operating in lhe jurisdiction; (2) presents c1 hardsliip for Mlcrosofl to co'ntinL1e operating tile Online Service without modirication; ,md/or (3) cai,ses Microsoft to believe these terms or the Online Service may coMlicl witt1 any sucll requirement or obligatlon. I
11 . Program updates. Microsort may make ct,anges lo lhls prograrn that will mal\o ii necessary for Customer ,ind its Enrolle<I Aflili~t~s to e,,ter Into new agreemenls and Enrollmenls al the lin,e or an Enrollment renewal. I ·

7. Use, ownership, rights, a1~d restrictions. I
a. Products. Unless otherwise specified in a BL1pplementa1 agree1ne1H, \tse of any Prociucl is governed by the Use Rights specific to eacl·1 Pl'ocluct 011d version r:rncJ by the terms or the applicable supplemental agreenient.
ll. Fixes. Eacl, Fix is licensed llr1(1er !he same lerms as the Procluct lo which it apDlies. If El Fix is not provided for (i !:\1,ecirlr, Prod11ct, any use rights Microsofl provides with Ille Fix will apply. c. Non-lVllcrosofl softwnre and t~chnolouy. Enrollee! Affiliatr-:, is solel11 responsil)lf.t for flllY MnMicroson sonware or tec11nology thal It installs or lrses with the Prnck1cts or fixes.

1.!AW ICiAqt'(US)SLOt_l:NG)(Nov20 IG) f'oue (1 or i 1
Dor.11111 011 1 X.:'0 ·"1021)0
51 rJ . Restrictions. Enrolled /\ffiliale must r'1nl (and is riot licensed to) (·1) reverse engineer, clecompile, or clis.issemhle any' Procluct or Fix; (2) lnslall or use non-Microsoft software or technology In any way that wm1ld subject Microsoft's intelleclu.il properly or technology to any other license terms; or (3) wdrl< <'lf'Ollncl ;.my 1ect111 ical lirnilations In a Product or Fix or restrictions in Product documenttilion. Custcim0r ml.1 st not (and is not licensed to) O sepairule and 111n paits or a Product or Fix on rnore than one cl evice, upgrade or clowngmde parts of a Prod\1<::.t or Fix al clilfercnl limes, or lmnsfer ports of a Pro<ltrcit or Fix separately; or (ii) distribute. sublicense, rent, lease, lencl 2111y Products or Fixes, In whole or hi pill't, or use lhem to offor hosting services to iii lhird parly,j
e. l~eservntlon of rights. Produds and Fixes <1re prott::cted by copyright aml other Intellectual prope,1y rights laws and interriatlonal treaties. Microsoft reserves all right!\ nol expressly gremted in this agreement. Mo rights will be y1anted or implie<t by waive, c,r ei;; tcppel. Rigl)ts lo access or use Software on a ~levice clo not give Customer any right to l1'nplement Microsoft pnIe11ts nr ot11e, Mic;ro,.oll inlellectual prope rty In tl1 e device llself or in any ot11er sollwam or tlevices.

8. Confidentiality.
"Confidential l11formaIio11" Is non-public information that is designated "co111idential'' or lhat a reasonable pe1son ShOlild under·st{ind is cor1ticlenti.il, it\cluuing ClIs1omer Data. Confidenllal I !\formation does not include inlonmHion that (a) becomes publicly available wilho,rt cl breach of this .igreement. (b) tli e rece iving party received law1\illy from ano111~r source without a conlidentlality obligation. (c) is Independently develope(I, or (d) is a r:omrnenl or suggestion volunteered about the other party's business. products or s11 rvices. • l
Eacll party will tak e r"easonable steps to prot!3CI the other's Confi(lential lllformatlon and will use the other p.irty's Conlidentic1I Information only for purpo1>es of the parties' llusiness relationship. Neither party will disclose that Conflr.lential lnfonn.ition lo thir~ parties, except to ils emrloyees, Affiliates, c:ontractors, advisors and co,,sullants {'Representatives") and then only on ot need-lo•knaw bc1sis l1nde1 nondisclos1He obligations al lea!;;! m; proleclive ~ this agreement. E,lt.h party remains responsible for the use ol ll1e Co11ficlenlial lnformallon by its Represenlalives srnd, in lhe event or discovery of any ri nauthorized use or disclosure, must pI·0Inplly notify the olller party.

A party n,;iy disclose the <'l lher's Con fidentiai l11forrMlior1 if required by law; but Ot\ly after ii notifies lhe other p21rty (if leg~lly permissibt0} lo enable the olher p.irty to seel\ a prc>lective ortler.

Neither party is reqt1lrecl to restrict worl< assignments of Its Represen1~tiv0s who have had access lo Confidential lilfor,w~tion Eacl, party agrees lhat ll1e use of lnformalion retait1ecl in Representatives' unaided rnemories in the developnwnt or deployment of the parties· respective products 0t' services does not ere.ale llabilily under this Agreement or tra(le secret law, and each party agrees lo limit what it clisc:loses to the otl1er accordingly. I
These obligations apply (i} for Cuslomer Data t1nlil it is cJ e:IAted frorn lhe Online Services, and (II} for all other Conflclenlial Information. for a periocl o,I hva ye.rrs after a party receives tile Confidenti.;Jl lnrornwtion. I I

9. Privacy and compliance 11Vlth laws.
a. Enrolled Affiliate cof)sents to the proce!islng or personal il)formatlon by Microsoft and lls agents to facilitate 1he Sttl,ject mailer 'elf this Agreement, Enrolled Affiliate will obtain all required consents from third parties uncler appllcal)le privac y and data protection 18w before providing person.ii Wormntlon 10 Microsoft.

I>, Personal Information collectr. d under this agreement (i) rnay he lransferrnd, ston:ici and processed in 11)e Unll~cl States or any other country In whict1 MicrosoH or its seivice 1Jroviders maintain lacilllles ancl (ill wlll be subject 10 lhe p,lvacy terms specified in t110 Use Ri$Jl1ts.

Microsoft will abide by the reciuirf;ments of Europe..in Economic Area an<l Swiss dais protection . f-'n(ie 7 or, 1
()oc:u111c m x :>I), 10200
52 law regar-cllng ll1e colleclion, use, transfer, retention, and otl1ar processing or personal (lata rmrn lhe Euror,ean Ec:ouomic: J\r~.i and Switzerl,in(f, c. U.S. export. Products .i11cl Flxei's are subjecl to U.S. exporl jurisdiction. Enrolled Artillt1te must comply with all applicable internallon.il an<I national laws, lncludino Ille U. s. Export J\<J11lir1istratlo11 Re9l1laliti11s und1 lntern.itiorml TraHi<; in /\1ms Reglllations . .ind end -user, en<i use and deslination restriction~ issL1scf by U.S. and other governments related to Microsoft producls, setvices and lechnologies.

10. Warranties.
a. Limited wnm1nties Mel remedies.
(I) Software. Microsoft warrar\ts thal each version of ll1e Sollware will perform substantially ns descritlect In the appl icfllbl(} Product clocument,;11ion for one year from the date u,e Enterprise is firs I licensed tfor lhat version. If ii cloes not .ind the Enterprise notifies Mlcrosort within lhe warranly lerm, lhen Microsoft will, al its opllon ("I) return tt,e price l::nrollecl t\lfilicite paid for th e Soflware licen::;e, or (2) repEiir or replace the Software, (ii) Online Se1'Vices. Microsoli w~rrants that each Online Service will µertonn In accorclance wllh t11 e applicable SLA during lhe Enterprh,e's use. Tl1e Enterprise's re1,1eclies ro,· breac11 of this wmranty c1ra in tile S~A.

Tl1e remedies above are the Enterprise's sole ren,edles ror breach or 1110 wananlies in ll1is seclion. Customer waives any breach of warranly claims llOt rnade during lhe warranty period. b. Exclusions, Tho WE!rrnnties in this c1g reen1ent clo not apply lo probloms c.iusGd by e1ccid<;:11t, abL1se. or use in a manner inconsistent wlt11 this Agreement, lnclucllng falllire to meet mir1ilm1m systern requir¢rnr:nts. These 'warranties cto not ,,pply to free. trial, pre-relea~e. or uet,1 prodL1cts. or to componento of Producls lh.1t Enrollecl AHilil'lte Is permitted to redistribute. c. Disclaimer, Except fo1· lhe ' ttrnltect warrm1ties above, Microsoft provides no other wnnantles or con<llllons ai!tl cJisclaltns any other express , lmJ>lie,I, or slatuto1·y wnmmlies, lncl1idlng warn:mlles of quality, title, non-lnfrlngemenl, merchnntnlJlllty, nnd filness for a pa11icL1lar purpo~e.
'f 1. Defense of third party claims.

Ttle parties will clefe11d each other against the third -party claims clescril)ed in this section and will pay the .in,ount of ony reslllling adverse fiMI judgment or approved settleme11t, but only if the defending 1>A1ty Is prompily notified in writing of 11,e claim ,md li'as tile rlghl to control the clefGnse and :.1 ny settlernP.nt of it. The party being defende,d 111ust provide the de(ending party witl1 all reqL1ested assistance, inrormalion, and .iuthority. The defending p1:trtY will reiml>urse th!:! other pmly 101' reasor1alJle Olll-ol-pockel P..xpen1>es it ir1clus in providing assistance. This sectlo11 describes the parties' sole remedies and entire liability for such claims . I n. By Mlcr·osoft. Microsoft will defen,1 Enrolled P1fllliate against any third-party clain, to the extent ii alleges ll1at a Prodl1ct or Fix. made available by Microsoft for a lee ancl t1ser,l wiO,in the scope or the license granled (unmodili~d lrorn the for111 provicled by Microsoft and not combined with ~nylhlng etse) 111isapproprlale$ a lrade secret or directly infringes a patent, copyright, tmdemarl\ or other pro1Hietary right of a third party, If Microsofl i5 unal:>le lo resolv1:: a c:laitn of lnflinge111enl under commercially reasonable terrn!:l, it may, at ils oplion, either (.'I) modify or replace lhe flroclucl or Fix With a funct ional equivalent; or (2) terminate Enrolled Aftiliate's license and refund .iny prepaid license lees (le::;~ clepredc1tio11 on a five-year, straight-line basis) for perpetual licenses ar\<I any 8mount paid for Online Services for any usage period afler tile lerminatlon date. Microsoft wilt not be liable for anyclalrns or damages du e to Enrolled Aff1tiate's continlled llS8 of .i Pro(luct or Fix c11ter being notified lo stop due to a lhircl-p.mty claim.

Ii, By Enrolled Afflllat~. To the extent permlllecl by ap1)1icable lmv, Enrollerl Arrillate will defend Microsoft against any third-party claim to the extent ii alleges that: ('1) any Customer D111 ta or I
P.:,,ge flof 11
(IOC111l10fll X20, 1021)(1
53 non-Mi<.:ros<ift sollware ho&le<I if_'l an Online Service by Microsoft on Enrolled Afllliale's tmhall misappropriates ti trnde secret or directly infringes a patent, copylight, traclemarl<, or other prcprletary rigl11 of a third pa1ty; or (2) Enrolled Affiliate's Lise of any Producl or Fix, alone or in combinotion wit11 <lliylhing else, ~iolates lhe law or damages a lt1ircl party.

12. Limitation of li~bilit~. I _ . . . . .
r-or each Product, each ilarty s mt1xImum, E1g~1regate hab1hly lo th e other u11der lh1-$ AgreemMI 1s l1mlled to clirer.1 damages finally awarded in an amo'unt not to excoecl the amounts Enrolled Affiliate was required to pay ror lhe applic.ibl0 Products d1.11ing theI
tem1 of 11\is Agreement, st1bjec1 to lhQ following:
n. Onlino Sorvlces. Por Online Services. Microsoft's maximum liability to Enrolled 1\ftiliale for any incide11l giving rise to a clairh will not exr.eed tile amount Enrolled Affiliate 1>aicl for the Online Service during the ·12 months before lhe incident. b. Froe Products and Dlstrillutal~to Code, For Products provl<ied free or charge and code that Enrolled Affiliate Is authofiz\')CJ to redistribute lo lhird parties without separale payment to Microsoft, Microsoft's liability is limited to direct drnnages finc1lly 0w.ir<lecl ur to USS5,000. c, E><ch1sl o11 $, In no event will either party be liable for indirecl, inciclen1al, special. punitive, or conseq\1ontial damages, or for loss of 11se, loss cir busln~ss inrorrnalion, loss or revenue, or interruption or business, however ca used or on any theory of liability. I • cl. Excaptions. No lirnit;;i\ion or exclusions wlll apply to liability arising out of either party's ("I) conlidenti.ility obligations (except for all liability related to Customer Data, w11ich will remaii1 subject to Ille limitations c1 nd excll1sions ahova); (2) ck1fense oblignlions; or (3) vJ()inlion of the other party's inlelleclual property rights.

13. Verifying compliance.

I
I
o. l~ight to vo ri fy complla11ce. Enrolled Affiliate must l<eep recorcls relating to all use and distribulio11 of Products ti~, Enrolled Affilic1I!::! .ind its Affili~les, Microsofl has the right, at It s expense. to the ex tent permlltecl l>y apptlcal>I~ law, lo verify compliance with the ProcJucl's license terms. Enrolled J\ffiliai"e ,nus·t promptly provide the l11cl epende11t auditor with any information 11,e auditor re~sonably recniesls in furtherance of the verification. Including access to syslems rL1nn lng Ille Products ancl evidence of Licenses for Products Enrolled Affili.ite I10sts, 6Uhllcenses. or clistdblrtes to th1ird parties. Enrolled Afflliale agrees to complete Microsofl'r, selkn1cli1 process, which Microsoft nmy require as nn allel'llf1tlve to a third party audit. I l>. Remedies for 11on-co111plic111ce. If verification or self-aL1dit reV(:l<1ls any unlicensed ui:;e or distribution, then within 30 days1, (1) Enrolled Arfiliate must orcler sufficient Licenses to cover lllat wie or clistriblltion, and (2) if unlicensed use or distri1)1-1tion Is 5% or more. Enrolled Affiliate nwi;t relnll)urse Microsoft ror !lie cost Microsoft lias incurrect In verification ,ind acquire the necesswy odclitional liceMes a't ·125% or the price basecl on the then-current price 11st <1nd Enroll ed Affiliate price level. The unlicensed use percent~ge is lJased on th e total number of licenses purchased comrarecl ttj actt1al Install base. If there is rio unlicensed use, Microson will nol SL1bject Enrolled /\ffiliate to 1anotl1er verification for at least one year. By exerclsfng the rights and proceclures descrihe,d c1 bove, Mlcrosort dor:::s not w,iive ils rlgI,1 s to enforce this /\greemenl or to protect its Intellectual property by any other means permitted by law. I c. Verification proce:s,s. Microsoft will notify Enrolled Affiliat e @I least 30 days ln advance of its intent to verify l;.mollecl Affiliete's complisnce with the license terms for the Proclucls Enrolled Affillata and lls Affiliates use or distribute. Microsoft will engage c1n independent m1ditor. which will be st1bject to a confidentiality ol>ligation. Any inrormatlor\ collected In lhe selr-m1dit will be used solely ror purposes of clel~rminl11g compliance. This verification will l<1 ke place during 1)01rnal business hours and In a manner Iha! cloes not lnlerforc unreasonauly with Enrolled Afriliate's oper;;iliorrs. •
rnU" n <>I 11
[h:r,111111;111 x;,0.1 OW9
54 14. Miscellaneous.
a. Use of contractors. l'vliCl'Osofl moy use r,ontrnctors to 11erform se"1ices, blil will be responsible for their periormance subject lo Iha terrns or this Agreement. ll. Micmsoft c1s indepencl~nl r.o~trnctor, The pc1r1li?s me inda?pendent contractors. t:nrollecl Affiliate <ind Microsoll 0ach rnav <leveto1> 1)roducts lndepe11dently without using the other's Confidential lnfonnation. ,.
c. Notices, Nolices lo Microsoft rnl,st be sent lo the address on tile signature forn1 . Notices must be in writing and will be treated as clellvered 011 the elate sl1ow11 on the re!um receipt or on the courier or fax confirmation of delivery. Microsoft m.iy provide information lo Enrolled Affiliate about up<:omlng ordering deadliMs, services, ancl subscription i11form11tlon in electronrc forrn, including by ernall lo contacts provided by Enrolle<I Afflliale. Emails will he treatP.d a:; clelivere<J on lhe tra11srnisslon date.
(I. Agrao,nont. not oxclusiv~. Customer ls free to enter into a~1reemenls lo license. use or promote non.Microsoft products;
e. Arnendrnents. Any rnnericlment to this Agrec;imenl mlJSI be executecl by botll parties, except that Microsort may cl1ange the Product Terms ancl the Use Rights from lirni: to lime 111 accordance wilh Iha terms of t11ls Agreemenl. Any conflicting terms nnd conditions contained ir1 all Enrolled Affiliale's purchase order will not apply. Microsoft may require Customer to sign a new c1greemenl or an amencirn'ent l;sfore an E11ro1iecl Arfiliate enters lr\to an Enrollm011t undsr tllis agreement.
f. Assignment. Either p.,rty nmy assign this Agr0oinen1 lo an Arrlllale, but must noliCy the other party in writing·of ll1e asslgnmert. Any otl1er proposed .issignmenl inust be approved by tile no1H'lSsl~1ning party in writing. As$i9nme11t will not relieve ll1e E1ssii;i11lng party of its obligations under the assigned agreem0nt Any siltempte(I assignment wit110L1I reqL1ired approval will be void.
g. Appllc11hle law: dispute resolbtion. The terms of tl1is Agreement wHI be gov.erneo by lhe laws of r.us1omer's slAte, wilhaul giving effect toils conflict of laws . Disputes relating to tllls Agreement will be subject to ap1:ilicable dispute resolution laws or Cuslomer's stale. I ll. Sevarablllty , II any provision ln•thls agreemMI is held to t.ie unenforce;;ible, tile halonce ol the ogreeinent will rem;:iin in rull for~~ .ind effect.
i.
j.

Waiver. FailllfG to enforce any'. wovision of U1is agreement will not conslitule a waiver. Any waiver must be 111 writing and signed l>y the walVlng part},.

No thlrcJ-µarty he11eflcl11rlas. •This /\greemenl <ir:,es nol cr~ale any third-party beneficlar)• rights. 1
k. S11tvival. All provisions suNive termination or expiration or this Agmen\~nt except those re<1uiring perrormance only during t11e te,m of the Agreement.

I. Managomrmt nnfl Reporting. ClJStomer ancl/or Enrolled Affiliate may manage account cletails {e.g., contacts, orders. Uce11s~s. sonware downloads) on Mic,·osolt's Voll11ne Ur,ensir,g Service Center ("VLSC' ) web site (or sL1ccessor site) at:
!ill.f1s.f/v11w\!l..!lllf19l!m.ls_g!l1.Lil,c.§11~lng/serv1cecenler. Upon the effective elate of this Agreement ancl any Enroll1nen1s, lhe contact(s) identified for thi& 1A1rpose will be provided accl'lss to this site and may authorize ad(liHonc'!I llsers and contacts. 111. Ordar of precedence. In the case of a conflict between any clocu,nents In this Agreemenl t11.it Is not expressly resolved in those documents. lt)elr terms wfll control In the followil"lg or<le,· fl'olll highei;t to lowest priority: (1) this Enterprise Agree,nent. (2) c111y l=nrollrnent, (3) lhe Pro<luct Terms, (4) the Online Servlces 1"erms, (5) orc1ecs sL1bm1tted L111der ttils Agreement, and (6) any other documents In tt1is Agree!nent. Tei rn~ In ,1n aniendrne11l control over the ;;imendr.cl docurnent ancJ My prior 0me11drnents concernlno thP, S('IITie subject mailer. r-~oc Io ,.,, 11
l)or,urnenl X:W, 1020J
55 I
n. 1:rn0 Products. It is Microso rl'~ ir1te11t th.ii th e tern,s of this Anrcmmenl and lhe Use Rights 1,e in compliance w1t11 all applical.)le federal law ar·1c1 reglllalions, Any free Procluct provided to .

Enrolled Affiliale is for the sole ~1se ancJ benefit of Ille En rolled Alliliate, and Is not provided for use by or personal l)enetit of any specirio governrnenl employee. I o. Volunt.iry Proclt1ct Access ibill.ty Templates. Microsoft supports the government's obliga1io11 to provide accessible lechnologies to ilti citizen:; with disabilities as req~1ired by Section 508 of lhe Rehabilitation Act of 1973, and Its state law cOLmterparls, The VolLmlary Procluct A<.;c:e~t:;ihility Template~ ("VPATs'') for the Microsoft tech nologies used 111 providi11g l11t:i Online Services can be found ol Microsoft's VP/\ T page. Further infornio1lio11 reg.ircling lv1 icro~(1ft's commilrnent lo accesslbilily can be louncJ al !lttp./l•&'WW.microso(l.co1 nlenable. p. Natural disa$ter. In til e event or ., "naturbl disilSIP.r,'' Microsofl inay provide addlllonal assistance or rigllts by posll119 (11em on ))JJp:11,,,-'.:,Y.:tJ,mic~osofl.oorn at such time. q. Copyrighl vlolat1011. Exc.ept ·.'.'ls sel ro1111 in tile seclion above enlilled "1'ransferrlng and re,%sigr1ing Lic0nses". lhe Enrolled Affilitlle agrees to pay for, ,;1nd comply with 01e terms <if lhi~ Agreement anct ll1e Use Rig his, 'for tlie ProcJl1cls It ltses. Except 10 the ex tent Enrolled Affiliate Is licensed undP.r t11is Agrne,))(lrll. it will I.le responsible ror its t)reach of lhis contract and violation of Microsoft's copyri11ht in 1110 Products, including payment of License fo~li specified 111 this Agreement for unlicensed use. I
E/1~0 1(i/\gr(I.IS)SLG(ENG)ll1i(wW 10) Pll!lC 11 -Of 11 llrn:11111r.11I Y.<'O · IO~lll)
56 8 1 Miuosoft
Supplen1ental Contact Information Fonr1
l
VolurrH:) Lic.en sinq
-.

This form can he used In cornbinalioh with MBSA. Agreement, ancl Enrollrnenl/Reglstra11O11.

However. c1 sopar~te form must be submitted ror each 0nrollment/registration. when more tll~n <me i:; submilled on a signature form. For tl1e prnposes of tl1is form, 'entity" c;m mean the signing entity, Custorne,, J;;nrollerJ Affiliate, Gove1n111enl P,1rt111.~,, lo$lil11lir.m, or Q1tie, µarty entering into J voll1I11e licensing program agreement. Primary ar\<1 Notices contacts in this forrn will not .ipply lo enrollments or regi slrnl ions.

Tt1is form applies lo: 0 MBSA
~ Agrr:iemenl
□ I • Enrollment/Affiliate Registration Form
Insert r>rimary entity n~me if more tt1 0n one Enrollrnenl/Registralion Form ls submitted
Contact information.

Each ps1rt>1 will notify the other in writing II any c,f the inron11,;11ion i11 Ille following contact inforrn<llion page(s) changes. Tile asterisl1s (') Indicate require<! fields; If tM entity chooses to designate other contact types, Ille san1e requlrecl tlelc!s ,r1usl we co1i)plete<1 ro, each seclion. By provicllng contc1ct infornia1ion, entity consenls to Its use for purposes of administering the Enrollment by Microsoft and otliel' pa1iies tllat l1etp 'Microsoft acl111inlsler this Emolline11l. The personal information provided In connection with this agreement will be IIsec.J a11c.l protecle<I according to !Ile privacy slalemenl nv.rilable at ~\ttns:/illc~n&lnq mIcro~olt.co111.

1. Additional notices contact.
'l'his contac t receives all notices that are sent from Microsoft. No online access is granted to this i11cllviduaI.

Namci o·f entity• Counly ot Riven;;ide
Contact nmne•: fll'Sl 11.egina Last Funclerliurk
Contact email addl'ess• [email protected]
St,·eet rtddross• 3450 ·14th Sire.et, 41h Floor'
City• Riverside State/Province• California !postal cocle" 9250·1-386 '1 COlllllry.,. USA
Phone• 951 -955-2265 Fax 1 0 This contact Is a third party (not Ille en'tity). Warning: '!'his contact receives person.ill'/ identifiable informal ion of the entity. 1
I

2. I Software Assurance manager.

This r::onl er::I will receive online permissiohs to I11an.ige l1Ie 0oftwar{i Assurance benefits under llw Enrollment or Registration. '
Nairn~ or entity• County or Riverside
Contact nnme': First Regim1 l.asl F11nr.lerburl(
Contact email acldress• RFunclerburl<@riv~o.org
Street atldl'ess" 3450 14111 Street, 4th Ploor,
City• Riverside StutelProvlnce• California i Posto! code' 92501 -386'1 57 Co1111try• USA
Phone• 9!J·1-955-n65 Pax
D This contact is a third psrty (i1ot the entity). W;irning: This contact receives personally identifiable information or the (:jntily.

3. Subscriptions manager.

This conlc1cl will assign MSDl'I, C::xpression, and TechNet Plus subscription licenses to 111e Individual subscribers tinder this Enrollment or Regit.tratlon. Assignment of the subscription licenses is necessary for <1 ccess to any of the online benefit s, such as sul>scription downlo.ids. This co11IG1 ct will o1lso manage any complimentar~, or adctillon;;il meclia pL1rcl1ases related to these subscriptions.

Name of entity• County of l~iverside
Cont net narne>-: First ReginJ Last Funderburl<
Contact email address• [email protected]
Slreot acl<.lress• 3450 14th Street, 4tl1 l='loor
City• Riverside Slnte/Province' C,ilifornia Postal code' 9250·t-3861 Countr·y• USA
Phone• 95·1-955 -2265 Fal<
0 This contact is a lhircl party (1101 the entity}. VV.irning: This contact receives personally identifiable information ol lhe entity.

4. Online services manager.
·Thi!'i contact will he provided on line permissions lo man.ige the ooline se1vice:; ordered und~r ti 1e Enrollment or Heglstra1ion.

Name of entity• County of Riverside
Contnct name•: First Luis Last Flores
Contact emnil address~ [email protected]
Street <1eldress• 34!,0 14111 Street, 4th Floor
City' Rivcrsid13 State/Province• California Post;,! code• 92501 -3861 Country• USA
Pt,one• 95-1.955.9·11 <1 Fal<
0 Tt,ls contact is a third party (not tile entily). Wsrnlng: This contact receives personally Identifiable information of the entity.

5. Customer Support Manager (CSM).

Tl1is person is designated as the Customer support Manager (CSM) (or suppot1-relatecl activities.

Name of e11tlly* County ◊f Rive1•si<le
Cont,1ct name' : First Luis Last Flores
Contact email acJclress• [email protected]
Stroot address·• 3450 14th Street, 4th FIGor
City• Riverr.ide Stole/Province• Colirornlo Posti'II code' 9250·1 ·386·1 Couutry' USA
Phone• 951 -955-8114 Fa><
6, Pr;mary contact information.

An lncllvicluat Crom lnsicte tile org.mizatlon must serve as t11 e plin1ary cont~cl. This contact rnccives online::
administrator permissions and may grant onllne access to olh1:1 rs. This contact also receives all 11atlces unless Microsoft Is provided wrillen nolice or a change.

Nnm<l of ontity• County of Riverside
58 Contact name': Firs t Jim Last Srnilh
Contact email .lddress• jimsrnith@rivr,o.org
Stroot odcl.-ess ' 3450 14th Street, ,nh Floor
City' Riverside State/Province• CA Postal cocJe• 92!:'>0 'l-380'1 Country• US
Pho11e• 95'1-231 -5909 Fa><

7. Notices contact and online administrator information.

This lndlvidunl receives <>nline mlminlslmtor rlermissions c11KI may 9r( 111l 011line ar.cess to others. This conl<1 ct also receives all notices.

IE] Samt'! as n1imF11y amine/
Name of entity'
Contact name•: First Last
Contact amall addrnss•
Street address'
City• Stale/Prnvince" Pos tal code'
Country·
Phone~ Fax
[] This contact is a third pany (not the entlly). Warning: This conlact receives personally l(lentifiable information Cl( the errtit'/,
59 ■ Microsoft V lurn n in
Program Signature Form
MBA/MBSA number Proposal ID
Agreement number
Note: Enter the applicable active numbers associated with the documents below. Mlcrosof1 requires the associated active number be indicated here, or listed below as new.

For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement.

This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. - Contract Document I Number or Code
Select Plus Agreement X20-04874
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
Select Plus Affiliate Registration Form X20-04921
<Choose EnrollmenVRegistration> Document Number or Code <Choose EnrollmenVRegistratlon> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenUReQistration> Document Number or Code Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Descriotion Document Number or Code
Document Description Document Number or Code
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. - - - - Customer
Name ..of Ent~y(must b , I ~ al entity name)* County of Riverside Signature* \, , . _ .

Printed First and Last I e• Ines Mark
Printed Title* Procurement Contract Specialist
Signature Date* 07/17/2013
Tax ID 95-6000930
* indicates required field
ProgramSignForm(MSSign)(NA, atArn)ExBRA,MLI( NG)(Oct201 2) Page 1 of 3 60 '
• Microsoft Affiliate
Microsoft Licensing, GP
Signature
Printed First --and --
Last --
Name -------------------------- Printed Title
Signature Date
{date Microsoft Affiliate countersigns)
Effective Date
(may be different than Microsoft's signature date)
Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity name)"
Signature•
Pr l n t e d First --
and --
Last --
Name* ------------------------- Printed Title*
Signature Date ..
* indicates required field
, Outsourcer
Name of Entity (must be legal entity namer
Signature"
Printed First ---------
and Last Name* ----- ----------------- - Printed Title* Signature Date•
.. indicates required field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.

After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.

Microsoft Licensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511 -1137
USA
ProgramSlgnForm(MSSign)(NA.LatAm)ExBRA, MLI( NG)(Oct2012) Page 2 of 3 61 Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(M SSign)(NA,LatAm)ExBRA,M I( NG)(Oct2012) Page 3 of 3 62 ·crosof V i m n mg
Select Plus License Program Agreement State and Local
Contents

1. Definitions ....... ...................................................................................... ............................................. 1

2. How the Select Plus License program works ................................................................................. 3

3. How to establish price level . ............................................................................................................ 3

4. License grant - what Registered Affiliates are licensed to run . ................................................. 3

5. How to know what Product Use Rights apply ................................................ ................................ 4

6. How to order Product Licenses . ...................................................................................................... 5

7. Making copies of Products and re-imaging rights . ....................................................................... 6

8. Transferring and reassigning Licenses . ......................................................................................... 6

9. Term and termination .......................................... .................................................................. ............ 7

10. How to renew an Order . .................................................................................................................... 8

11. Restrictions on use . .......................................................................................................................... 9

12. Confidentiality . .................................................................................................................................. 9

13. Warranties ........................................................................................................................................ 10

14. Defense of infringement, misappropriation, and third party claims .......................................... 11

15. Limitation of liability . ...................................................................................................................... 12

16. Verifying compliance . ..................................................................................................................... 13

17. Non-Microsoft Software or Technology ........................................................................................ 14

18. Miscellaneous . ................................................................................................................................. 14 This Microsoft Select Plus Agreem ent is entered into between the entities identified on the signature form .

Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration Form or the date Microsoft accepts this agreement, whichever is earlier.

This agreement consists of (1) the term s and conditions of this agreement and all attachments identified therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this agreement, (4) any Affiliate registration entered into under this agreement. and (5) any Order submitted under this agreement.

The parties agree to be bound by the term s of this agreement.

Terms and Conditions

1. Definitions.

In this agreement the following definitions apply:
"Affiliate" means
a. with regard to Customer
(i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer Is a part, or which is under common supervision with Customer;
(ii) any county, borough, commonwealth. city, municipality. town, township. special purpose district. or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries: and
SelectPlus201 2AgrGov(US)SLG(ENG )(Oct201 2) Page 1 of 16 Documen t X20·04874
63 (iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Attiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available" means, with respect to a Product, that Microsoft has made Licenses for that Product available for ordering under a particular licensing program;
"Commercial Product" means any Product Microsoft mal<es available for license for a fee; "Contractor" means any third party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this agreement and its Affiliates; "Customer Data" means all data, including all text, sound, software.or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
"License" means Registered Afflliate's right to use the quantity of a Product ordered. For certain Products, a License may be available on a subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreement; "L&SA" means a License and Software Assurance for any Product ordered; "Microsoft" means the Microsoft entity that has entered into this agreement by accepting Customer's registration;
"Order" means the document Customer or Customer's Affiliate submits under this agreement to acquire Licenses or Services;
"Online Services" means the Microsoft-hosted services identified in the Online Services section of the Product List.
"Product" means all software, Online Services and other web-based services, including pre.release or beta versions. identified on the Product List.
"Product Lisi" means, with respect to any licensing program, the statement published by Microsoft from time to time on the World Wide Web at http://www.rnicrosoft.com/licensing/contracts, or at a successor site that Microsoft identifies, which Identifies the Products that are or may be made available under the program (which availability may vary by region) and any Product.specific conditions or limitations on the acquisition of licenses for those Products;
"Product Use Rights" means, with respect to any licensing program, the use rights for each Product and version published for that licensing program at http://www.microsofl.com/licensing/co11Lracts or at a successor site.
"Qualifying Contract," means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enterprise Subscription Enrollment entered into under a Microsoft Enterprise Subscription Agreement, or a Select Agreement.
"Registered Affiliate'' means an entity, either Customer or any one of Customer's Affiliates, identified on an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this agreement;
"Reseller" means a large account reseller authorized by Microsoft to resell Licenses in a Registered Affiliate's region under this program;
"Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service.

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Document X20-04874
64 "Software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product List;
"Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy.
"use" or "run" means to copy, install, use, access, display, run or otherwise interact.

2. How the Select Plus License program works.

The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing.

Customer and Customer's Affiliates can participate in this program if Customer or Customer's Affiliate (1) submits an Order meeting the initial minimum order quantity, (2) maintains at least one active Qualifying Contract, or (3) has purchased the minimum order quantity during the 12 months preceding the effective date of this agreement. Notwithstanding any other provision of this agreement, only Registered Affiliates identified in a Registration Form will be responsible for complying with the terms of that registration, including the terms of this agreement incorporated by reference in that registration. a. How Registered Affiliates acquire Licenses. A Registered Affiliate will acquire its Licenses through its chosen Reseller. Orders will be made out to and submitted to the Registered Affiliate's Reseller. Microsoft will invoice that Reseller according to the terms in the applicable registration. The Reseller and the Registered Affiliate will determine the Registered Affiliate's actual price and payment terms.
b. Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain a Reseller authorized in the Registered Affiliate's region. c. Online Services. Online Services are provided as subscription services and are subject to the unique terms set forth in the Product Use Rights and the Product List.

3. How to establish price level.

Establishing price levels. Each Product offering is assigned a point value on the Product List and is assigned to a Product pool. . The Customer's price level for a pool applies to purchases made by all Registered Affiliates under this agreement. Throughout the term of this agreement, the Customer's price level for each Product and its associated Pool (Applications, Systems and Servers) will be level ''D." Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be based on Customer's price level for the pool of the Product ordered. Throughout this agreement the term "price" refers to reference price.

4. License grant- what Registered Affiliates are licensed to run.

Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of, software media.

The ability to run current or later versions of a Product licensed under this agreement could be affected by minimum system requirements or other factors (e.g., hardware or other software). a. General. At any time after their registration has been accepted by Microsoft, a Registered Affiliate may run for its own benefit as many copies as it chooses, of any available Products it chooses, provided that it submits Orders for all copies in the month in which those copies are first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these rights and their use must be consistent with the License terms contained in this agreement.

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65 c. When Licenses become perpetual.
(i) License only. Registered Affiliate's right to run copies of any Product for which it orders only a License is temporary until the Registered Affiliate has paid for that License in full and Microsoft has collected such payment. Thereafter, Registered Affiliate will have a perpetual License to run the number of copies ordered in the version ordered. (ii) L&SA or Software Assurance. Registered Affiliate's right to run copies of any Product for which it orders L&SA or Software Assurance is temporary until:
1) the Registered Affiliate has paid all installments of the price for such coverage and the Order or renewal term during which such Product Licenses were ordered has expired or been renewed or
2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this agreement.

Thereafter, the Registered Affiliate will have perpetual Licenses to run the Products ordered in the latest versions available as of the date of expiration, renewal, or termination (or any prior version) for the number of copies ordered or renewed. (iii) Subscription Licenses. Subscription Licenses are not perpetual under any circumstances.
d. Perpetual Licenses through Software Assurance. Any perpetual Licenses received through Software Assurance supersede and replace the underlying perpetual Licenses for which that Software Assurance coverage was ordered. All perpetual Licenses acquired under this agreement remain subject to the terms of this agreement and the applicable Product Use Rights.
e. Non-Perpetual Licenses. Some Products may be licensed on a fixed term or subscription basis. The right to Use Products licensed on a subscription basis terminates upon expiration of the subscription agreement if it is not renewed.
f. License confirmation. This agreement, the applicable Order, the Registered Affiliate's Order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Registered Affiliate's evidence of all Licenses obtained under its Order as described in this agreement.
g. Prior version rights. A Registered Affiliate may run prior versions of any Product It Licenses under this agreement. A Registered Affiliate may run different language versions of any Product it Licenses under this agreement, provided that the License, L&SA, or Software Assurance for that different language version is available at the same, or lower price, than the price paid for the language version ordered of the same Product and License type.

5. How to know what Product Use Rights apply.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at hltp://1.NWw.microsoft.com/licensing/conlracts.
(i) Product Use Rights for current and future versions of Products. The Product Use Rights in effect on the effective date of the agreement will apply to all Registered Affiliates' use of then-current versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effect when those future versions are first released will apply. In both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version will not apply to Registered Affiliates' use of that version.
(ii) Product Use Rights for earlier versions (downgrade). If a Registered Affiliate runs an earlier version of a Product than the version that was current on the agreement effective Selec1Plus201 2AgrGov(US)SLG(ENG)(Ocl2012) Page 4 of 16 Document X20-04874
66 date, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the earlier version includes components that are not part of the licensed version, any Product Use Rights specific to those components will apply to the Registered Affiliate's use of those components,
b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. In lieu of Customer's obligation to indemnify Microsoft under various provisions of the Product Use Rights, Customer will be responsible for any cost or damages arising from any claim to which Customer's indemnity obligation would otherwise apply.

6. How to order Product Licenses.
a, Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft makes available under this program by placing Orders with Registered Affiliate's authorized Reseller. The price and payment terms for all Orders will be determined by agreement between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate must specify the country or countries where the Registered Affiliate will use the Licenses.

Microsoft may refuse to accept an Order if Microsoft has a business reason to do so.

Microsoft may change the Products and subscription services available under this program. b. When is the Registered Affiliate eligible to order just Software Assurance? A Registered Affiliate may order Software Assurance for copies of a Product, without the need to simultaneously order a new License for those copies, in each of the following circumstances:
(i) Registered Affiliate may order Software Assurance for copies of Products for which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and (2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiration of the previous term .
(Ii) During the term of the Agreement (Including any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equipment manufacturer ("OEM"), provided that the Registered Affiliate places its Order within the required time frame. The Product List at http://www.microsoft.com/licensing/contracts identifies those Products that may be enrolled in Software Assurance and the applicable time frame for placing an Order. (iii) A Registered Affiliate may also order Software Assurance in any other circumstances expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at the time it renews its Order as described in the section titled "How to renew an Order."' c. How to confirm Orders. Information about Orders, including an electronic confirmation of each Order, will be provided in a password-protected site on the World Wide Web at hllps://www.microsoft.c m/licensinq/ e,vicecenter/ or a successor site that will be identified.

Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for this purpose will be provided access to this site.
d. Invoices and payments. For any Orders for Software Assurance or L&SA, if the Registered Affiliate elects to spread its payments over three years rather than payment in a lump sum, it may make this election with its Reseller. In such cases, Microsoft will invoice the Registered Affiliate's Reseller in installments, the first installment upon receipt of the Order and subsequent installments on each anniversary of the Order or the Affiliate anniversary month.

Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order.

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67 e. Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with one another, Registered Affiliate must choose a replacement Reseller. If Registered Affiliate or Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect.

7. Making copies of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the Products as it needs to distribute them within its organization. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved fulfillment source. The Registered Affiliate may use a third party to make these copies, but the Registered Affiliate agrees that it will be responsible for that third party's actions. The Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any other individuals that it allows to use the Products aware that the Products are licensed from Microsoft and can only be transferred subject to the terms of this agreement. b. Copies for training, evaluation, and back-up. The Registered Affiliate may (1) use up to 20 complimentary copies of any Product in a dedicated training facility on its premises, (2) use up to 10 complimentary copies of any Product for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations.
c. Right to "re-image." In certain cases, re.imaging is permitted using the volume licensing program Product media. If the Microsoft Product(s) is licensed (1) from an original equipment manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this agreement may be generally used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each Product that is re-imaged. (ii) The Product, language, version and components of the copies made must be identical to the Product, language, version and all components of the copies they replace and the number of copies or instances of the re-imaged Product permitted remains the same, (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g., upgrade or full License) must be identical to the Product type from the separate source.
(iv) Any Produot•specific requirements for re-imaging identified in the Product List. (v) Re-images made under this subsection remain subject to the terms and use rights provided with the License from the separate source. This subsection does not create or extend any warranty or support obligation.

8. Transferring and reassigning Licenses.
a. License transfers. License transfers are not permitted, except that Customer may transfer fully-paid perpetual licenses to:

Transferring Licenses to third parties. You may transfer fully.paid perpetual Licenses:
(i) if you are an agency of a state or local government to: (a) any other government agency, department, instrumentality, division, unit or other office of your state or local government that is supervised by or is part of you, or which supervises you or of which you are a part, or which is under common supervision with you; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your stale and located within Selec1Plus2012AgrGov( U S)SLG(ENG )(Oct201 2) Page 6 of 16 Document X20-04874
68 your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state to purchase under state contracts, or (b) an unaffiliated third party in connection with a privatization of an affiliate of agency as set forth In (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates as set forth in (a) above, a reorganization, or a consolidation.

Customer must notify Microsoft of a transfer of license by completing a transfer notice form, which can be obtained from ht!o://www.microsoft.com/licensing/contracts and send the completed form to Microsoft before the license transfer. No License transfer will be valid unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of liability (Including exclusions and warranty provisions), and the transfer restrictions described in this section. Any license transfer not made in compliance with this section will be void. b. Internal Reassignment of Licenses and Software Assurance. (i) For Products other than the desktop operating system upgrade. For Products other than the desktop operating system upgrade, Registered Affiliate may internally reassign Licenses to an Affiliate. However, Registered Affiliate may not reassign Licenses on a short-term basis (90 days or less), or reassign Software Assurance or other upgrade coverage separately from the underlying License, except as provided otherwise in this agreement.
(Ii) For desktop operating systems. The Registered Affiliate may not reassign desktop operating system upgrade Licenses from one computer to another. The Registered Affiliate may internally reassign Software Assurance coverage on desktop operating systems upgrades from the original computer to a replacement computer internally, as long as (1) the replacement computer Is licensed to run the latest version of that operating system, and (2) the Registered Affiliate removes any desktop operating system upgrades from the original computer.

9. Term and termination.
a. Term. This agreement will remain in effect unless it is terminated by either party as described below.
b. Termination without cause. Either party may terminate this agreement without cause upon 60 days written notice. Such termination will merely terminate either party's and its Registered Affiliates' ability to place Orders under this agreement. Such termination will not affect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this agreement or an Enrollment without liability, penalty or further obligation to mal<e payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party lo an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounts owed. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice and opportunity to cure. If Microsoft gives such notice to a Registered Affiliate, Microsoft will give Customer a copy of that notice as well and Customer agrees to assist in attempting to resolve the problem. If the problem also affects other Affiliate registrations and cannot be resolved between Customer and Microsoft within a reasonable period of time, Microsoft may also terminate this agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non-appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). If a Registered Affiliate ceases to be an SelaclPlus2012AgrGov(US )SLG(ENG )(Oct2012) Page 7 of 16 Document X20-04874
69 Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e. Affiliate termination. If (1) a Registered Affiliate terminates its registration as a result of a breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it has ceased to be an Affiliate of Customer, or (3) Registered Affiliate terminates a registration for non-appropriation of funds, or ( 4) Microsoft terminates a registration for non-payment due to non-appropriation of funds,, then the Registered Affiliate will have the following options with regard to any Orders it has under the agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining amount due, including all installments, in which case the Registered Affiliate will have perpetual Licenses for all copies of the Products it has ordered, or (ii) It may pay only amounts due as of the termination date, In which case the Registered Affiliate will have perpetual Licenses for:"
1) all copies of all Products for which payment has been made in full (including the latest version of Products under Software Assurance coverage), and 2) the number of copies of Products it has ordered (including the latest version of Products under Software Assurance) for which payment has been made in installments that is proportional to the total of payments made versus total amounts due if the early termination had not occurred.

San Clemente City CouncilJanuary 14, 2025

San Clemente City Council
January 14, 2025