South Gate City Council
May 23, 2023

Discussion
CSI Services, Inc.'s (CSI) goal with this proposal is to provide specialty inspection and project support to support to the City of South Gate with the maintenance of the Hawkins North and South 2.5MG welded steel water storage tanks. This project has also been identified as City Project No. 645-WTR. In the largest perspective, the scope involves acting as the liaison between the City and Contractor(s) and verifying the quality of the tank/site retrofitting and refining of both tanks. We understand that the extensive amount of optional work noted under Item C of the Request for Proposal's Scope of Work is no longer part of the project.

CSI is now part of the RMA Group of Companies (RMA), based out of Rancho Cucamonga, CA.. CSI inspectors have extensive experience verifying the repair of corrosion and the relining of water storage tanks. Our union with RMA allows CSI the ability to provide ANY type of construction inspection verification. Among the more than 1000 similar water storage tank projects that CSI has completed, more than 35 of these projects involved the support of RMA for retrofitting and other construction inspections. RMA's scope on this project will involve providing a certified welding inspector and other construction inspection related verifications, on an as-needed basis. We are very excited to have such a strong, established, and proven team for this project. In the event that some calculation requirements or unforeseen engineering needs are found on the project, CSI has enlisted the support of Webb Associates (Webb) out of Riverside, CA for this purpose. We have teamed with Webb over the last 20 years on more than 100 tanks projects.

This project requires a team that not only has extensive water tank experience, but also has the ability to take the quality of inspection to a 100 percent customer satisfaction level. CSI strives to continually meet this internal benchmark. After all, we realize that it is your project, but it is our reputation. We welcome the opportunity to fully express our expertise in providing these services through an interview process.

Qualifications of Firm
CSI is a corporation formed in 2004 that provides services as a consulting engineering firm specializing in protective coatings and linings with specific expertise in water storage tank projects. The management team, with more than 100 years of combined expertise is committed to the timely and ethical delivery of its services. As noted, CSI is also part of the RMA Group of Companies, an entity that provides virtually any type of construction related inspection, including some cutting-edge verification such as phased-array ultrasonic testing of welds and other steel testing concerns.

CSI provides comprehensive consulting services including failure analysis, laboratory testing, expert witness, maintenance and corrosion assessment (dry and underwater), coating system evaluations, technical specifications, and in-process inspection of surface preparation and coating/lining applications. CSI has an in-house water storage tank diving division that April 7, 2023
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Proposal 3397 - Professional Inspection and Project Services Hawkins North and South Tank Rehabilitation City Project City of South Gate

completes over 100 water tank dives per year. CSI is a completely independent firm enabling the delivery of totally unbiased services to owners and all members of the tank, coating, and corrosion prevention community.

The firm is financially strong with no conditions such as disputes or litigation that would impede our ability to complete the project. CSI has more coating inspectors than any other third-party firm in the state of California and Hawaii and this staffing includes more than 40 inspectors having NACE and/or SSPC coating inspection certifications. The majority of these inspectors reside within Los Angeles County. This staffing allows us to place specifically highly qualified inspectors on unique projects, such as this comprehensive assignment.

Further, CSI is proud of its certification as an SSPC QP-5 Coatinq Inspection Firm. Equivalent to the ISO 17020 certification (ISO 9001 ), the QP-5 certification recognizes firms for their high level of technical strength, internal quality control program, financial stability, safety record, and ability to provide quality services over a long period of time. The QP-5 has been adopted as a requirement by many large owners such as the U.S Department of Defense, Army Corp of Engineers, and many state governments as a means of prequalifying firms for inspection on their coating projects. We offer this QP-5 recognition as a third-party means or verifying the quality and abilities of our firm. The QP5 program requires our staff to continually seek to improve on the services that we deliver.

As an example, we have now implemented a proprietary software App called SpecCheck TM that provides our managers and inspectors with an automated means of assuring the electronic reporting, delivery, and archiving of our inspection reports. We are proud of our investment in this ability. The App is unique to any other in that it not only provides a library of all project documents, but it also has an internal quality control mechanism that assures that field checks are correct, in real time. It also gives management an excellent tool to better control all aspects of our inspection projects.

Safety is always our top priority. In addition to the safety requirements of our SSPC-QP5 certification, we are also monitored by four different safety compliance organizations: SSPC, Avetta, BROWZ, and ISNetwork. Each of these organizations provide independent safety compliance programs that continually monitor the implementation of our extensive safety programs. This safety approach is a requirement of many large owners, notably those with projects in refineries and underground. We are routinely audited by both SSPC and ISNetwork in the office and field.

The RMA Group of Companies has over 500 construction related inspectors. They provide professional services in environmental consulting, geotechnical engineering, geophysics and subsurface imaging, pavement engineering, quality management, non-destructive testing, construction inspection, and product certification for the delivery of critical infrastructure projects and investments in the built environment.

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Proposal 3397 - Professional Inspection and Project Services Hawkins North and South Tank Rehabilitation City Project City of South Gate

Qualifications of Proiect Team
It is important for a quality inspection team to understand various tank attributes and testing procedures, but the mark of a good tank inspection team is its ability to foresee problems and remedy them before concerns become reality. This is where the value of our proposed team can provide superior assessment and inspection services to this project.

As our many clients can attest, we take great measures to assure that owners receive a superior product. This allows us to take great pride in the service that we provide our clients.

There is no greater means of measuring the qualification of an inspector, project manager, or firm than through its list of successfully completed projects with water storage tank owners. CSI is dedicated to meeting any schedule and our staffing will reflect our excellent reputation for responsive inspections. Our team has worked on projects of this same scope for many years. As our many clients can attest, we take great measures to assure that owners receive a superior product. This allows us to take great pride in the service that we provide our clients.

There is no greater means of measuring the qualification of an inspector, project manager, or firm than through its list of successfully completed projects with water storage tank owners.

CSI will complete this assignment using a team approach. Mr. Patrick Sweeney will act as Project Manager throughout the entire contract. He will act as the liaison between the City and Contractor(s) and manage the review or any submittal, request for information (RFI) or change orders (CO's). CSI is proud of it long standing established record for minimal change orders on its projects. He will personally review any coating issues, as well as any typical corrosion related concerns. He will also assign any other unusual review concerns to either RMA or Webb, depending on the need.

His personal tank inspection experience, as well as his history of managing over 1000 similar inspection projects will provide unsurpassed support and organization to not only the CSI inspector, but also to the project. Mr. Sweeney routinely manages tank inspection projects. He hold a Bachelor of Science Degree from Cal State Los Angles and is certified by both NACE International and SSPC as a Level Ill Coating Inspector. He is also an SSPC Certified Master Coating Inspector (MCI) and Protective Coating Specialist (PCS) with over 30 years of coating inspection experience. He routinely reviews submittals, completes corrosion surveys, performs failure analysis, and develops specifications. He is proud of the type of support that he provides not only California tank owners, but also u.s. military projects worldwide, some of which are considered to be the most critical infrastructure of the United States.

Additionally, Mr. Sweeney's expertise with coating inspection has been recognized by both NACE and SSPC (AMPP) where he is on numerous technical committees and is an instructor for both organization's coating inspector training and certification programs. He has instructed over 1000 coating inspectors in formal classroom settings. He is involved in many different AWV\/A, NACE, and SSPC technical committees. As an example, he is one of the authors on the AWWA national committee to rewrite and reissue the D101 AVS/MA Standard "Recommended Practice for Inspecting and Repairing...Tanks for Water Storage." These April 7, 2023
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activities allow Mr. Sweeney to often act within the hub for ever-changing technological advances and standards, which routinely has been found to beneficial to our clients.

It is our intent to assign one of our very experienced NACE certified coating inspectors for the majority of the project verifications. We plan on assigning Mr. Aurelio Corral to the project. Mr.

Corral recently completed a very politically sensitive project for the City of Manhattan Beach, which involved the exterior lead-abatement and interior relining of a 2MG elevated tank within a high-end neighborhood. Although the installation of new cathodic protection (CP) systems is not part of the non-optional work, Mr. Corral also has experience with installation and testing of CP systems.

The scope will likely require inspection in fabrication shops for the new steel items. Mr. Ben Dias will act as a local shop inspector and potential back-up field inspector, and Mr. Jim Fox will inspect any shop coated retrofitting steel in San Luis Obispo County (SLO). Four of the five tank fabrication shops are located in or around SLO. Each inspector has more than 20 years of significant water tank project experience and is very familiar with the different tank contractors that undertake similar projects.

Depending on the discipline, RMA will provide one of its inspectors to meet non-coating related needs. Any welding verifications will be completed by an RMA certified welding inspector (CWI) with other types of quality verifications completed by an appropriate inspector, up to and including a deputy inspector. It is projected that Mr. Willaim Graves will complete the CWI verifications. Depending on the need, either Shane Bloomfield, PE or Reed Chilton, PE of Webb will provide support and direction with respect to potential engineering concerns. Both RMA and Webb will provide services on an as-needed basis.

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Proposal 3397 - Professional Inspection and Project Services Hawkins North and South Tank Rehabilitation City Project City of South Gate

Quality Control/Quality Assurance Implementation
The services will be completed through the implementation of our Quality Control System (QCS). CSI developed and implemented this QCS in order to document the company's best business practices, better satisfy the requirements and expectations of its customers, and improve the overall management and operations of the company. The management of CSI fully understands the importance of maintaining quality and control of all company activities and has made this a primary requirement of its business practices.

We developed a Quality Control Manual (QCM) that describes the QCS. The QCM acts as the centerpiece of our operations. The QCM provides the vision and strategic direction of our firm and establishes quality objectives. It delineates authorities, inter-relationships, and responsibilities of the personnel responsible for performing within the system. The manual also provides procedures for all activities comprising the QCS to ensure that the company meets the highest quality and ethical standards required to meet its mission. The system assures us that all personnel, equipment, verification procedures, internal documents, and deliverables are of the highest quality and in accordance with our QCM.

The QCM is used internally to guide the company's employees through the various tasks required that must be met and maintained in order to ensure customer satisfaction, and its goal of providing and maintaining a 100 percent customer satisfaction rating. The system also provides the necessary instructions that create an empowered work force.

The foundation for maintaining the quality of our services is the quality of our personnel. The quality of our personnel is maintained from initiation into the CSI Services culture through to medical surveillance, ranking, training, incentives, and continuous company support. New employees are medically and technically tested and ranked to assure that their abilities and qualifications meet our system requirements. Medical surveillance may include aspects such as vision (i.e. distance visual acuity, color perception), respiratory abilities, drug testing, and blood lead levels. All existing employees are periodically reviewed for.

Equipment is routinely evaluated for proper use and calibration by the field inspector, which is QA verified periodically by the Inspection Supervisor. The scope of work for each project is well defined and the product of our services (daily inspection reports) is routinely reviewed by supervisory personnel.

Any deficiencies noted internally or in the form of outside comments are reviewed by the General Manager. All deficiencies or comments are investigated to a proper resolution. Should the resolution involve the development of a new policy, this policy is immediately published and relayed for understanding to all employees.

All aspects of the above program are audited internally through in-house quality assurance procedures, as well as from more than one outside third-party organization that visit our offices and field assignments to check the implementation of our programs.

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With the emphasis on the quality that our firm instills, CSI will provide technical as-needed consulting assistance and qualified personnel at pre-job conferences, throughout the progress of projects up to and including final acceptances. These on-call services will deliver independent, professional, and thorough inspection and testing services. The team's engineers, technicians, and inspectors will be fully trained for the technical and safety requirements, with calibrated instruments to meet the needs of each assigned task.

CSI will utilize our in-house App called SpecCheckTM that provides our team an automated means of assuring the electronic reporting, delivery, and archiving of our inspection reports.

The App is unique to any other in that it not only provides a library of all project documents, but it also has an internal quality control mechanism that assures that field checking are correct, in real time. It also gives management an excellent tool to better control all aspects of the inspection project.

CSI has found that it can provide its clients the most versatile and technically competent quality assurance program through a team approach. This team of engineers, inspectors, and administrative support personnel allow us to provide an up-to-date, competent, and efficient service product.

Scope of Services
CSI will review and comment/approve any structural, construction, or coating related submittals. The reviewer will be professionally qualified for the task. CSI's Project Manager will coordinate all submittal, RFI, CO, or other concerns. He will also work closely with field inspectors to ensure that information flows efficiently and that quality is maintained. CSI will make periodic on-site verifications during the non-coating related work. Working under the direction of the Project Manager, it is our intention to have the CSI field inspector visit the site periodically during this period to review progress and update schedules and inspection needs.

The quality verifications will involve both welding, construction, and coating inspection. Each of these types of verifications is detailed below:

Steel Retrofitting and Weld Verifications
CSI's team will provide a qualified fully trained AWS certified welding inspector (CWI) on a part- time basis throughout the progress of the field steel retrofitting phase of the project.

Verifications will include the proper fit-ups and installation of new steel items. The CWI will verify that any welding work follows applicable requirements of AWS and the project specifications through the following:
1) Welder Certification Verification - The welding inspector will review and evaluate any construction materials for compliance with the plans and specifications. The certifications of the welders and the planned welding procedures will be reviewed to determine compliance with the project's quality and specified requirements.

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Proposal 3397 - Professional Inspection and Project Services Hawkins North and South Tank Rehabilitation City Project City of South Gate

2) Weld X-Ray Verifications - If applicable, CSI will also provide verification that the weld X-ray technicians and procedures and results are in compliance with project specifications. If applicable, CSI understands that the Contractor will be providing the X-ray testing of welds, if specified. If so, CSI intends to review the qualifications, procedures, and conclusions of the radiograph work completed by others.
3) Visual Inspections - Weld inspection will complete a visual inspection of the tank welds and fit-ups Unless called out differently in the project specifications, inspections will be made in accordance with NACE RPO178, AWS, and AWV\/A D100 testing criteria and procedures.
4) All work will be documented on RMA Daily Field Inspection reports.

Other Construction Related Verifications
CSI's team will provide a qualified certified inspector for any other items that cannot be properly verified by the NACE or CWI inspectors. Any changes to the existing design will be documented on "record" drawings by marking all changes on original drawings to be provided by the City and submitting one (1) full-size copy of "record" drawings along with return of said mylar drawings. All inspection work will also be documented on RMA Daily Field Inspection Reports.

Coating Inspection
CSI has found that it can provide its clients the most versatile and technically competent quality assurance program through a team approach. This team of engineers, inspectors, and administrative support personnel allow us to provide an up-to-date, competent, and efficient service product. The duty of this team approach is segmented into two tasks, which frequently overlap. Either the field inspector or the support personnel will complete the various tasks that may be required on this project. These two general segments of the team have been detailed below under two categories: Project Support Activities and Direct Field Inspection Activities.

Project Support Activities

1. CSI will lead and participate in project start-up meetings, weekly job meetings, and any special interest meetings as required to discuss procedures, progress, problems, or outstanding issues.

2. CSI staff will provide any support to the project required to assure that all technical issues and concerns are properly corrected and/or addressed.

Direct Field Inspection Activities

1. The CSI inspector will ensure that the requirements of the Contract Specifications and manufacturer's technical data sheets for the various materials are strictly April 7, 2023
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followed. PDCA P2-04, SSPC, NACE, and ASTM D3276 standard practices will be used as guidelines for proper procedures, where not called out in the specification or manufacturer's written PDS's.

The CSI inspector will ensure that the requirements of the Contract Specifications and manufacturer's technical data sheets for the various materials are strictly followed. ASTM D3276 will be used as a guideline for proper procedures. It is not the intent of our cost proposal to provide a safety inspector to this project.

Checking of the contractor's compliance with the specifications will be accomplished by performing the following tasks as necessary, with the appropriate calibrated instruments for each:
a. Condition of Surfaces Prior to Preparation - The CSI inspector will inspect the surfaces to be prepared to assure that grease and oil have been removed, and sharp edges are removed as specified. NACE Standard RPO178 will be used as acceptance criteria where areas are of concern.
b. Compressed Air Cleanliness - The CSI inspector will check the air quality when production includes abrasive blast cleaning or substrate blow-down procedures. This will be accomplished in accordance with ASTM D4285. c. Ambient Conditions - The CSI inspector will monitor ambient conditions in accordance with ASTM E337 to assure that final blast cleaning and coating application operations are not completed outside the specified requirements. d. Surface Preparation - The CSI inspector will examine the abrasive and equipment used for surace preparation for adequacy to do the work, as specified. Equipment pressures will be monitored. The inspector will check proper storage and size of abrasives, and that the proper degree of cleaning and surface profile or scarification is achieved.
e. Coatinq Preparation and Mixinq - The CSI inspector will observe the mixing of coatings to assure that all components are added and proportioned correctly and that any induction times are maintained. The inspector will check that any materials used are approved and that they are not used when the pot or shelf lives have been exceeded.
f. Coatinq Application - The CSI inspector will examine the application equipment for cleanliness and adequacy to do the work. The inspector will observe application techniques to assure proper coverage without detrimental runs, pinholes, or other visually evident deficiencies. The inspector will make spot checks of the wet Film thickness in accordance with ASTM D4414 so that April 7, 2023
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Proposal 3397 - Professional Inspection and Project Services Hawkins North and South Tank Rehabilitation City Project City of South Gate

adjustments to the amount of material being applied can be made at the time of application to minimize the amount of rework after the coating has dried. g. Dry Film Thickness - The CSI inspector will measure the dry film thickness of each coat to assure that it complies with the specification requirements and manufacturers' instructions. Film thickness will be monitored using a Type II film gage in accordance with ASTM D'l186, SSPC-PA2, or as required (i.e. every 100SqFt).
h. Holiday Detection - CSI will witness holiday detection and confirm performance of 100 percent holiday detection in accordance with NACE International's "Recommended Practice for Discontinuity (Holiday) Testing of Protective Coatings," (RP 0188-99), AV\/\/VA D102, and the specified requirements.
i. Cure Evaluation - The CSI inspector will evaluate the final cure of the applied lining in accordance with the Manufacturer's recommended procedures, and or ASTM D5402, as required.
j. Finallnspection-TheCSlinspectorwillperformafinalinspectiontoevaluate the Contractor's final product. This will check that the final visual appearance (SSPC PA'l), dry film thickness readings, holiday detection, cure testing, and so forth meet the project requirements.

At a minimum, the applicable verifications noted above will be recorded. CSI will utilize our in-house App called SpecCheckTM that provides our inspector an automated means of assuring the electronic reporting, delivery, and archiving of our inspection reports. The App is unique to any other in that it not only provides a library of all project documents, but it also has an internal quality control mechanism that assures that field verifications are correct, in real time. It also gives management an excellent tool to better control all aspects of the inspection project.

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(s
Education
Bachelor of Science Degree,
California State University at
Los Angeles
Certifications
SSPC - Certified Protective Coatings
Specialist #887-792'1267
NACE International -
Certified Coatings Inspector Level Ill
Certificate #4324
Instructor for NACE International
Coating Inspector Program
SSPC - Certified Protective Coating
Inspector (PCI) Level Ill #21886
SSPC - Certified Concrete Coating
Inspector (CCI) Level Ill #94681
SSPC - Certified Master Coating
Inspector (MCI) #MC10031
Instructor for SSPC's PCI Program
Instrucfor for SSPC's C-1
"Fundamentals of Coating on Industrial
Structures."
Instructor for SSPC's C-2 "Specifying
and Managing Protective Coatings
Projects."
SSPC-C3 Certified Supervisor for
Deleading oflnd. Structures
SSPC-C7 Fundamentals of Dry
Abrasive Blast Cleaning
Certified Linabond Copolymer
Inspector
Certified Ameron T-Lock/Arrowlock
Inspector
Associations
AWWA - Contributing author member
D1 01 Revision Committee (Tank
Evaluation & Inspection Standard)
Cal-Nev Multi-year Chairman of
-Tanks, Reservoirs, & Structures
Maintenance Committee and Corrosion
Control Committee
SSPC
SoCal/SoNev Chapter Chairman
(2003 - 2022)
NACE International (CI Trustee)
Patrick C. Sweeney
Short Form CV for Storage Tanks
Mr. Sweeney has worked for over 30 years as
a coating inspector and/or project manager
verifying the quality of coating or lining
inspection projects in water, wastewater, and
petrochemical environments. Mr. Sweeney has been involved in over 1000 tank projects. He also routinely completes maintenance and corrosion surveys, develops specifications, and completes coating failure analysis. A partial listing of storage tank projects that he successfully completed follow:

Santa Clarita Valley Water Aqency Inspector and/or Project Manager during the construction or maintenance of over 160 different steel water storage tank projects. These assignments included the development and implementation of a tank maintenance program following both dry and underwater surveys (over 200 dive inspections), work prioritization, budgeting, specification development, and in-process inspection services.

Eastern Municipal Water District - Mr. Sweeney acted as Project Manager and/or field inspector during the lining/painting of over 50 different water storage tanks and various wastewater facilities.
u.s. Department of Defense - Inspector for corrosion and coating evaluations of over 500 steel, concrete, and plastic storage tanks located throughout the Continental u.s., Hawaii, Alaska, Japan, Wake Island, & South Korea. u.s. Department of Enerqy - Project Manager during the maintenance inspection and repair of five different steel storage tanks located at the Nevada Test Site (Areas 12, 24, 15, and 18).

City of Lonq Beach, CA - Inspector and/or Project Manager during the evaluation of 32 different steel water storage tanks, which included the development of a tank maintenance program following both dry and underwater surveys, work prioritization, and budgeting.

Honolulu International Airport, Hl - Project Manager/Inspector during the assessment of 48 large capacity fuel storage tanks. The assignment included evaluations, engineering and design, and inspection services as part of a Master Tank Maintenance Plan.
- Project Manager during the relining of numerous welded steel storage tanks at over 86 different military installations throughout the world.

Highlighted work includes the coating of the Red Hills Fuels Complex, Hawaii a facility listed as the third most significant engineering achievement in the u.s.

Mr. Sweeney has also been intimately involved in coating projects for clients such as Army Corp of Engineers, Golden Gate Bridge, Lawrence Livermore Laboratories, NASA, Disney, Southern California Edison, PG&E, Department of Water Resources, Grant County PUD, LA MTA Subway, British Petroleum, City of Carlsbad, Crystal Cruises, Trona Trainlines, City of San Diego, City of Simi Valley, Texaco, Sea World, Ramona MWD, LA DWP, City & County of San Francisco, Jet Propulsion Laboratory, Orange County Sanitation District, ExxonMobil, City of Bakersfield, City of Hayward, Port of San Diego, Shell Oil, Bechtel, Los Angeles County Sanitation District, Port of Long Beach, and others.

A more comprehensive listing, including a long form CV of other types of projects is available upon request.

Corporate Office * P.0. Box 801357 Santa Clarita California 91380 * 877.274.2422 Hawaiian Office * p.o. Box 671, Aiea, Hl 96701
Northern California Office ii P.0. Box 371, Sonoma, CA 95476 http://www.CSIServices.biz
149
Professional Certifications
NACE International Certifiel,0,Level 3 Coatings Inspector wb Certificate #30128 L'
SSPC QP5 Level 3
Coating Inspector
Safety Certifications
0 Fall Protection
@ H2S Entry
@ CPR/First Aid
0 Confined Space
0 Respiratory Protection
' Lead-Abatement
Professional Affiliations
SSPC: The Society of
Protective Coatings
NACE International
American Waterworks
Association
Additional Training
OSHA Safety Training
Aurelio Corral
Inspector/Technician
Mr. Corral is an industrial coating inspector and
cathodic protection (CP) technician. He has
been intimately involved in numerous projects
involving both concrete and steel structures for
many utilities, agencies, and owners. This experience primarily includes work on water storage tanks, pipelines, and structural steel for the water, wastewater, and petrochemical industries. He has also completed CP testing in many of these industries.

Mr. Corral's experience as a coating inspector includes work with inorganic zincs, epoxies, coal-tar enamels, coat-tar cut-back's, vinyls, urethanes, alkyds, acrylics, vinyl esters, PVC linings, and numerous other generic types of coatings that include 1 00% solids materials. His experience includes suface preparation techniques that include powertool cleaning, abrasive blasting, hydroblasting in both shop and field operations on substrates that include steel, concrete, masonry, and others. This experience includes operations involving airless, conventional and plural component.

His CP testing experience includes the routine evaluation of both impressed current and sacrificial (galvanic) systems.

Mr. Corral also has extensive experience with coating and CP inspection and instrumentation including pull-off adhesion testers, ultrasonic gages, moisture meters, holiday detectors, hardness gages, pH testers, volt meters, and various reference cells. He is intimateiy familiar with numerous NACE, SSPC, and ASTM standard test practices. A partial listing of various coating and CP projects that he has worked follow:
*City of Manhattan Beach - 2MG Elevated Water Storage Tank *Orange County Sanitation District - Primary Clarifiers: H, I, N & 0 @ Frito Lay Plant -Bakersfield CA - process water tanks *San Gabriel Valley Water Co. - numerous tanks and pipelines 0 EBMUD - tank Interior lining warranty assessment
* Otay Water District - concrete reservoir lining application 0 San Diego Water District - water storage reservoirs @ LAX Delta Airlines Terminal: jet fuel transmission Lines * MASS DOT - overpass and bridges
@West Basin Municipal Water District - water reservoirs 01EUA - potable water reservoirs
0 Chevron - process water tank
*Aera Energy - process water tank
@ Numerous water & petrochemical - shop large Dia. pipe & spools 0 0range County Sanitation District - concrete sludge tanks 0 IEUA - installation of new galvanic system
* AERA Energy - installation of impressed current system * Orange County Water District - CP system assessment project List of additional projects available upon request
Corporate Office * P.0. Box 8C11357 Santa Clarita California 91380 ii877.274.2422 Hawaiian Office * p.o. Box 67'1, Aiea, Hl 967 €)1 Northern California Office * p.o. Box 371, Sonoma, CA 95476 http://www.CSIServices.biz
,,if 150
Certifications
Mr. James Fox has been an industrial coating inspector for over 20 years. He has been involved in coatings work on reservoirs, tanks, treatment plants, clarifiers, vessels, bridges, digesters, reactors, and numerous structures for various utilities, agencies, and owners.

James Fox
Inspector
NACE International
Certified Level 3 4
Coatings Inspector @'
Certificate # 3276(J
SSPC QP5 Level 3
Coating Inspector
("imPi
l:up:5.al
Mr. Fox's experience as a coating inspectorincluded workwith inorganiczincs, epoxies, coal tar enamels, coat-tar cut-back's, vinyls, urethanes, alkyds, acrylics, and numerous other generic types of coatings types that include 1 00'/o solids by volume thick film materials. His experience includes surface preparation techniques that include powertool cleaning, abrasive blasting, hydroblasting, and acid etching in both shop and field operations on substrates that include steel, concrete, and others. This experience includes operations involving airless and conventional in both shop and field environments.

Safety
Certifications
* Fall Protection
Mr. Fox also has extensive experience with coating inspection instrumentation including pull-off adhesion testers, ultrasonic gages, moisture meters, holiday detectors, hardness gages, and pH measuring instrumentation. He is intimately familiar with numerous NACE, SSPC, and ASTM standard test practices. A partial listing of various coating and lining projects that he has worked as an inspector follow:
' H;S Entry
' CPR/First Aid
0 Confined Space
@ Respiratory
Protection
' Lead-Abatement
Professional
Affiliations
SSPC: The Society of
Protective Coatings
NACE International
American Waterworks
Association
* Placer County Water - Channel Hill Water Treatment Plant - Clarifiers and Tanks @ Eastern Municipal Water District - Seven Water Tanks 0 Western Municipal Water District - Six Water Storage Tanks 0 Carlsbad Desalination Plant - Piping and Structures 0 City of Hayward - Two Water Storage Tanks
@ City of Greenfield - Water Storage Tank
0 Nevada migation District - Four Water Storage Tanks 0 City of Bakersfield - Wastewater Treatment Plant - Primary Clarifiers I & 2 @ Amador Water Agency - Various Tanks and Vessels 0 Santa Clarita Water Company - Five Water Storage Tanks 0 City of Hayward, CA - Two Water Storage Tanks
@ Placer County Water - Foothill Water Treatment Plant @ City of San Bruno Water Treatment Plant - multiple structures 0 0tay Water District - Water Storage Tank
0 City of Paso Robles - Two Water Storage Tanks
0 Atascadero Mutual Water Company - Water Storage Tank 0 Fort Irwin Water Treatment Plant - numerous tanks and structures 0 County of Los Angeles - Water Storage Tank
0 City of Simi Valley - Three Water Storage Tanks @ City of San Diego, CA - First Avenue Bridge
@ Orange County Sanitation District - digesters, clarifiers, structures 0 Los Osos CSD - numerous tanks and structures
0 Murrietta MWD - Water Storage Tank
0 City of Red Bluff - Water Storage Tank
0 Indio County Water Authority - Water Storage Tank 0 Lewis and Clark Regional Water Systems - South Dakota - Water Treatment Plant @ Desert Water Agency - Water Storage Tank
0 City of Weed - Water Storage Tank
0 Valencia Water Company - Four Water Storage Tanks 0 Golden State Water Company - Eight water storage tanks List of additional projects available upon request Corporate Office @ p.o. Box 801357 Santa Clarita California 91380 @ 877.274.2422 Northern California Office it t=i.o. Box 371, Sonoma, California 95476 http://www.CSIServices.biz
gk 151
Certifications
SSPC Protective Coating
Inspector (PCI)
Certificate # 22251 6SP
NACE International - '&;:o
Certified Level Ill Coatings
Inspector Certificate # 24376
Certified SSPC QP5
Level Ill Coating inspector
SSPC-C3 Certified
Supervisor for Deleading of
Industrial Structures
Safety Certifications
0 Fall Protection
' H2S Entry
@ CPR/First Aid
@ Confined Space
@ Respiratory Protection
* Lead-Abatement
Professional Affiliations
SSPC: The Society of
Protective Coatings
NACE International
American Waterworks
Association
Ben Dias
Inspector
Mr. Dias has been completing coating inspection
for over 20 years. Prior to this he was an
industrial coater that completed over 75 industrial projects. Mr. Dias has provided QC/QA coating
installation verifications on a multitude ofdifferent projects including workwith watertreatment plants, reTineries, bridges, storagetanks, pipelines, and amusement parks attractions.

Mr. Dias' experience as a coating inspector includes work with inorganic zincs, epoxies, coal-tar enamels, coat-tar cut-back's, vinyls, urethanes, alkyds, acrylics, vinyl esters, PVC linings, and numerous other generic types of coatings that include 1 00% solids by volume thick film materials. His experience includes surface preparation techniques that include powertool cleaning, abrasive blasting, hydroblasting, and acid etching in both shop and field operations on substrates that include steel, concrete, aluminum, masonry, and others. This experience includes operations involving airless, conventional, and plural component.

Mr. Dias also has extensive experience with coating inspection instrumentation including pull-off adhesion testers, ultrasonic gages, moisture meters, holiday detectors, hardness gages, pH measuring instrumentation, volt meter and various reference cells.

He is intimately familiar with numerous NACE, SSPC, and ASTM standard test practices. A partial listing of various coating and lining projects that he has worked follow:
0 Poseidon/San Diego County Water Authority - Carlsbad Desalination Plant 0 Placer County Water Agency - Three Water Storage Tanks * Aera Energy - Four Storage Tanks
0 Valencia Water Company - Three Water Storage Tanks 0 British Petroleum, Long Beach - Three Storage Tanks 0 City of Burbank - Clarifier and Vessels
0 Golden State Water Co. - Two Water Storage Tanks 0 Monterey RWPCA - Concrete Structure Rehabilitation * City of Greenfield - Two Storage Tanks
0 Sanitation District of Los Angeles County - Numerous Structures 0 City of Vista - Water Park Slide Rehabilitation @ Newhall County Water District - Water Storage Tanks @ City of Simi Valley - Water Storage Tanks
@ University of California at Los Angeles - Acid Vessel 0 Inyo County - Two Water Storage Tanks
0 Eastern Municipal Water District - Four Water Storage Tanks * City of Fullerton - Two Water Storage Tanks
0 Vintage Petroleum - Numerous Storage Tanks
0 City of Westborough - Two Water Storage Tanks
0 Chevron Pipeline Co. - Four Vessels
@ Monterey County - Ocean Seawall Rehabilitation
0 State of Hawai'i - Aloha Stadium Recoating Project List of additional projects available upon request
Corporate Office * p.o. Box 801357 Santa Clarita California 91380 * 877.274.2422 Hawaiian Office * P.0. Box 671, Aiea, Hl 96701
Northern California Office * P.0. Box 371, Sonoma, CA 95476 http://www.CSIServices.biz
152
E.veryPyiectMat!i www.rmac6mpanles.com
William Graves
Education
o Modern Welding Trade School, Downey, CA
Riverside Community College
a Local #12 training Center
Certifications
- AWS-CWI
ICC Structural Steel & Bolting
ICC Structural Welding
ICC Structural Masonry
ICC spray-Applied Fireproofing
ACI Concrete Field Technician
Special Inspector
Mr. Graves brings over 30 years in the construction industry and as a construction inspector in charge of a variety of projects in the medical, commercial, process, transportation and educational sectors. A fully certified welding inspector in structural steel bolting and welding, masonry, and fireproofing. Mr. Graves provides a wealth of knowledge of the AWS welding code including the bridge, pipe and building requirements. William is a valuable resource to any project team, with his knowledge of the welding code, years of experience in the construction industry, and strong work ethic. Mr. Graves meticulous in daily documentation including excellent report writing and identifies records all outstanding deficiencies.

South Region High School #2, LAUSD - welding inspector of record.

South Region Middle School #6, LAUSD - welding inspector of record.

Agua Caliente Resort & Casino Headliner Room - welding inspector of record.

Mt. San Antonio College MathlScience Building - weldinginspector of record.

St. San Antonio College Music Expansion Building - welding inspector of record.

Mt. San Antonio College Science Building - welding inspector of record.

Mt. San Antonio College Arc-Weld Building - welding inspector of record.

Colony High School, Chaffey Joint Union High School District -welding inspector of record.

San Marino High School Phase Ill, Two-story Addition - welding inspector of record.

AB Miller High School, Mechanical, Hot and Chilled Water Supply and Return Line Replacement - welding inspector of record.

San Marino High School Phase II, Two-story Addition - welding inspector of record.

Caltrans Seismic Retrofit, East LA Interchange - welding inspector of record.

Citrus Community College Recording Arts Addition -La Habra City School District Malibu Unified School District
Orange Unified School District
Jf
153

REGISTRATIONS
Registered Civil Engineer C 83827 (CA)

EDUCATION
BS, Civil Engineering
Brigham Young University
MS, Civil Engineering
Brigham Young University
Reed Chilton, PE, QSD
Director, Construction Management and Inspection
Reed Chilton, PE, QSD, is Director of WEBB's Construction Management and Inspection Department. Reed has worked on a variety of private and public projects and has established a strong foundation in the engineering and construction management profession. His project experience includes sewer lines, drainage facilities, water lines, recycled waterlines, wastewatertreatment facilities, dry utilities, street improvements, street lighting, traffic signals, and landscaping. Specifically, his involvement with these projects includes preparation of specifications and bid documents, contract management and administration, permitting, submittal and RFI review and coordination, leading meetings, field investigations, project documentation, review and approval of change orders and pay estimates, project close-out, and managing day-to-day needs for owners and contractors. Reed manages and schedules WEBB's Inspection Team.

CERTIFICATIONS/TRAINING
Qualified SWPPP Developer (QSD) C83827
Construction Manager for the $25M Project on the City of Imperial Wastewater Treatment Plant. WEBB performed Construction Management, Inspection, and Engineering Support Services for Imperial's $25M WWTP Upgrade project. This project includes construction of a new MBR treatment system including MBR Basins, waste-activated sludge pumps, blowers, air compressors, permeate storage tank, and non-potable water pumps. A pre-engineered metal building was installed for the MBRS system which included a monorail bridge crane, office spaces, and lab room. A dewatering system with screw conveyors was also installed inside a pre-engineered metal building. Electrical improvements include a new transformer, main breaker, automatic transfer switch, and Emergency Power Generator. Site improvements include yard piping, paving, and rock installation. The project also includes modifications to existing facilities, shut-downs, and tie-ins to the active wastewater treatment plan.

Construction Manager for the Sludge Storage Water Reclamation Facility #1, City of Corona. WEBB provided construction management and inspection services for the City of Corona's sludge storage project. This project repurposed two existing chlorine contact basins forsludge storage tanks. The projectincluded new rotary drum screens and sludge transfer pumps to replace the existing system, a new compactor was added to the process for compaction of the screenings, and overhead piping was installed. Other components of the project included installation of new pump station, coarse bubble eductor tubes, new fine bubble diffusers, and all associated piping, valving, mechanical, electrical, structural, architectural, instrumentation, and controls.

Project Manager for the Benedict Reservoir 8, Jurupa Community Services District. WEBB provided construction management, inspection services, and engineering support for the Benedict Reservoir B project for Jurupa Community Services District. The existing project site includes two tanks. This project includes demolishing one existing tank and installing a new 1.1 MG welded steel reservoir (Benedict B) adjacent to the existing 1.O MG reservoir (Benedict A). Exterior coating of both tanks will be performed. Benedict Reservoir B will have a nominal diameter of 18 M 154

REGISTRATIONS
Registered Civil Engineer C 77435 ((,A)
Shane Bloomfield, PE
Senior Engineer
Shane Bloomfield, PE, is a Senior Engineerwith WEBB's Water Resources Department.

Shane specializes in the design of public works projects consisting of major pumping plants, groundwater pumping wells, sewer collection system design, wet well rehabilitation, water distribution system design, wastewater treatment plant design, and hydraulic system modeling using various computer models. He has engineering design responsibilities for several projects for public works agency clients including the City of Ontario, City of Riverside, Jurupa Community Services District, Eastern Municipal Water District, and Crestline-Lake Arrowhead Water Agency.

EDUCATION
BS, Geology/Hydrology'
Brigham Young University
MS, Environmental Science & Engineering
Colorado School oT Mines

AFFILIATIONS
National GroundwaterAssociation (NGWA)
Trussel Plant - Well Equipping, Reservoir, Booster Pump Station, and Site Improvements Design Services, Golden State Water Company (GSWC) Shane served as Project Manager for GSWC developing plans and specifications for the Trussell Plant, a new water facility located at 3141 Trussel Way in Sacramento.

The specific facilities included in this project are: Equipping design of a recently drilled 1,000 gallon per minute (GPM) potable groundwater well with disinfection facility, design of a new O.4 million gallon (MG) welded steel reservoir, and design of a new 3,000 GPM BPS equipped with 3-500 GPM pumping units and 1-1,500 GPM pumping unit. The proposed potable groundwater well will pump directly into the proposed O.4 MG reservoir which will provide suction water to the proposed 3,000 GPM booster pump station. For this project, WEBB is performed project management and coordination with GSWC and the Sacramento County Department of Planning and Environmental Review as it pertains to meeting the Conditions of Use Permit, Preliminary and Final Design, coordination with the electrical utility company to obtain a new electrical service for the proposed improvements, and preparing Engineer's Estimate of Probable Construction Costs.

H-Street Booster Station, GSWC - Shane served as Project Manager overseeing the design of the H-Street Booster Station in Barstow. The station design included two 400 GPM vertical turbine pumping units with room for two future pumping units, suction/discharge piping, block booster station building design, and SCADA/ electrical design. WEBB was in charge of the preparation of all civil and mechanical drawings, structural drawings, coordination of the electrical drawings, and preparation of bid documents and technical specifications. Shane has also provided Engineering Support during construction.

Navajo O.33 MG Aquastore@ Tank Project, GSWC - Shane served as the Project Manager of the Navajo O.33 MG Aquastore@ Tank Project. WEBB provided GSWC professional services for the design of a O.33 MG Aquastore@ Tank in Morongo Valley.

The scope of work for this project included plans and specifications for the demolition of the existing bolted steel tank and the erection of a new bolted steel glass lined tank previously purchased by the client, the design of a temporary water storage system for the construction phase and miscellaneous site work, and piping plan designs.

Bear Valley Reservoirs, GSWC Shane served as the Project Manager of the Bear Valley Reservoir project in Barstow that included the design of a O.75 MG and

1.0 MG welded steel reservoirs, site piping, grading, electrical, and removal of the existing concrete reservoir. Shane also served as Construction Manager during the construction of the project.
24 40 155
P.0.Box80'l357
8anta Clarita, CA 91380
Toll Free: 877.274.2422
Fax: 661.775.7628
www.CSIServices.biz
Providing Quality TechnU,al Services to the Coating Industry Water Reference List
The following is a partial list of references for the quality of work that CSI provides:

1. Santa Clarita Valley Water Agency (2004 - Present) 26521 Summit Circle Santa Clarita, CA 91350-3049
Mr. Adam Pontious, Production Manager, Phone: 661.425.7708, x 208 CSI has provided coating inspection services on over 200 welded steel water storage tank projects. Work also included underwater tank inspections and the development of technical coating specifications and a Tank Maintenance Program.

2. County of Ventura (2008 - Present)
Water & Sanitation Dept. 6767 Spring Rd. Moorpark, CA 93020-0250 Sean Hanley, Water Distribution Supervisor Phone: 805.377.7169 CSI has provided coating inspection services on over 22 welded steel water storage tank projects. Work also included underwater tank inspections and the development of technical coating specifications.

3. Eastern Municipal Water District (2004 - Present) P. 0. 8300, Perris, CA 92572 Mr. Jon DeRyke, Phone: 951.541.82"l6 CSI has provided coating inspection services on over 90 welded steel water storage tank projects. Work has also included the development of technical specifications.

4. City of Simi Valley (2006 - Present)
2929 Tapo Canyon Road Simi Valley, CA 93063
Mr. Steve Seiberlich, Engineering, Phone: 805.583.6786 CSI has provided inspection services on over 15 welded steel water storage tank projects. Work also included underwater tank inspections and the development of technical coating specifications.

5. Otay Water District (2014 - Present)
2554 Sweetwater Springs Blvd. Spring Valley, CA 91978 Kevin Cameron, P.E. Engineer Office: 619-670-2248 Cell: 619-300-8537 CSI has provided coating consulting and inspection services to the District on over 9 tank welded steel tank projects. Services have included surveys (dry and diving) and coating inspection services.

Hawaiian Office: Pa Box 671 Aiea, H/ 96701
Northern California Office: Pa Box 371, Sonoma, CA 95476 Coating Specialists and Inspection Services, Inc.

Eva/uaUuiis TankDiving Iti*y.at'lC!it'Oir:nnaxulting
156
AMPP-
CSI Services, Inc
of
Santa Clarita, CA
has met or exceeded the requirements set forth in the
AMPP QP Accreditation Program for

SSPC ACCREDITED

ORGANIZATION

COATING AND LINING INSPECTION

COMPANY ACCREDIT ATION
SSPC QP 5
Excc'mrve l)rr'eclor Ai'ylPP
Marcli 31, 2023 - March 31, 2024
Vulidrdr+m Perrod
Accredijatioii for dates listed above to CSI Services Inc Santa Clarita, CA Owners eu e advtsed to contact qpinfo@ampp oig to verify authenticity of accreditation Corporate Headqriariers HOuStOn-15835 Palk Ten PlaCe, HOllSiOn, TX 77084 Pttisb+irgli - 800 Tnimbrill Di ive, Piffsb+irgli, PA 15205 157
D ATE iM WDDNYYY)
2/22/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFIC."ATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AuTHORIZED REPRESENT ATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSLIRED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SLIBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODIICER
Pacific Diversified Insurance Services
363 Civic Drive
Suite 100
Pleasant Hill CA 94523
Licensd OKO7568
820:cT Certificate Department
=.Ng. Exth 925-686-2860 I FiAjxC, Nol: 925-686-6118
C-MAIL ""'
ADDRESS, [email protected]
INSuRERiS) AFFORDING COVERAGE NAIC#
ixsutitpa : National Union Fire Insurance Company of Pittsburg 19445 INSuRED COATSPE-03
Coating Specialists and Inspection Services, Inc.
dba CSI Services
Pa Box 801357
Santa Clarita CA 91380
NSuRER s : Trumbull Insurance Company 27120
INSURER C I Sentinel Insurance Company, Ltd 11000
ixsutieti o : Admiral Insurance Company 24856
msupep E : Insurance Company of the State of Pennsylvania 19429 INSURER F :

COVERAGES CERTIFICATE NUMBER: 101260599 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQtJlREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDtlCED BY OAID CLAIMS INSR

LTR TYPE OF INSURANCE
ADDL
INSD
SuBR

WVD POLICY NUMBER

POLICY EFF
iM WDD/YYYY1

POLICY EXP
IMMIDD/YYYY1 LIMITS
A x COMMERCIAL GENERAL LIABILITY
ICIAIMS-MADE IU] OCCUR
Y Y 9894916 8/1/2022 3/1/2023 EACH OCCURRENCE s 1000,000

DAMAGE TO RENTED
PREMISES (Ea occurrence) $ 300,000
MED EXP (Any one person) $10,000
PERSONAL & ADV IN.nlRY $ 1 ,000,000

GEN'L AGGREGATE LIMIT APPLIES PER
eOPOTHLIECRY [E] r;(3 € LOC
GENERAL AGGREGATE $ 2,000,000
PRODUCTS - COMPVOP AGG $ 2,000,000
$

B AU-OMOBILE LIABILIT/
-X ANY AUTO
OWNE[) SCHEDULED
_ AuTOS ONLY u AuTOS
X HIRED NON-OWNED_ ALITOS ONLY g AUTOS ONLY
Y Y 57uECAE6466 8/23/2022 8/23/2023 COMBINED SINGLE LIMIT (Ea accidentl $1 ,000,000
BODILY INJURY [Pet person) $
BODILY INJURY [Per accident) $

PROPERTY DAMAGE
(Per accidentl $
$
c x UMBRELLA LIAB

EXCESS LIAB
x OCCUR

CLAIMS-MADE
57SBABO6102 8/23/2022 8/23/2023 EACH OCCURRENCE $1,000,000 AGGREGATE $1 ,000,000
DED I I RETENTION $ $
A WOF!KERS COMPENSATION
AND EMPLOYERS' LIABILITY y / N

ANYPROPRIETORIPARTNER/EXECUTIVE I
OFFICEFUMEMBER EXCLUDED? ,
IMandatory in NH)
11 yes, desttibe under
DESCRIPTION OF OPERATIONS below
N{A
Y 80878160 6/1/2022 3/1/2023 " I S'B'TUTE I I ER"-
E L EACH ACCIDENT $1 ,000,000
E L DISEASE - EA EMPLOYEE s 1,000,000
E L DISEASE - POLICY LIMIT $ 1 ,000,000
o
E
Professional Liab /E&O
Defense Base Act
COOOOOOO78416
038249496
>rarzo:n
2/25/2023
3/1/2023
2/25/2024
Each Claim/Aggregate
Deductible
Pet Statute
2,000,000
5,000
DES(:RIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101 Additional Remarks Schedule, may b= attached if mor'a space is required) As required by written contract, the following endorsements apply to the Certificate Holder and/or any other entity named in this section: General Liability Additional Insured CG201 0 04-13 and CG2037 04-13, Primary Non Contributory CG2001 04-13, Per Project Aggregate 86681 09-04, Waiver of Subrogation cG2404 05-09, WRAP/CIP Exclusion 119201 04-1 5; Auto Liability Additional Insured including Waiver of Subrogation and Primary & Non-Comributory HA9916 03-1 2 Workers' Compensation Waiver of Subrogation WCO40361 11-90.

Evidence of Insurance

CERTIFICATE HOLDER CANCELLATION
Evidence of Insurance

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AIITHORIZED REPRESENTATIVE
#4L
I / i fl - d
@ 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (201 6/03) The ACORD name and logo are registered marks of ACORD

THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE 'f8 158
Exhibit B Fee Schedule
Proposal 3397 - Professional Inspection and Project Services Hawkins North and South Tank Rehabilitation City Project City of South Gate

Fee Schedule
. _. a3 I i !_ # : ' *. 'r_ _ . _ . _ _ . ' * - I " ' ', i! 4' - < . fi
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LABOtlRATE "
-'jProject
.pkinager Engineer
Welding
'inspector
(cwi),.

Conitructton
Inspector
Certtfied Coating
Inspedor
AdminAa.
(It,r.icat - mTAl

HOURS '
T(XTA! LABO)%
a)aTS
7ASKS - 5125,00. 5258.75 si=@ 5145.0 €1 . -@:S.(X) - = S";.00 Proier:t Management Task 1 1 Hr/week for - 22 weeks 22 "= 0 - 22 S2,750.00En@ineerinz Support {Task 2) (Webb) TBD. if needed o o SO.O(Steel Retrofitting and Weld Verifications (Task 3) 3 days/week for 5 weeks 40 o 40 5s,zoo.txOther Construction Related VerificaUons (Task 3) I day/weekfor4 iveeks 32 o 32 54,640.0(Coating Ins(:iectton lTask 4) . 5 days/week for 24 weeks 960 0 960 5100,800.00 -'- o - - " " ' T6td.Antidpk&%tkm X 'O _ .40 -" 3Q 'm .0 ia5A - i _ -t " ---=' -a"'- m E s"aa- a-4 r_ "-" - .'i-.t_csttJitiaprajatva5t;-'si.$gJ;oo Notes:
- Fees include all administrative costs. No Charges for Admin/Clerical work - Fees assume that all inspection requires prevatling wages. CSI Servies' CA DIR No. is 1000010187 The CSI Team will work on a time and materials basis with the total cost dicated by the City's authorization and contractor production rate.

The total ESTIMATED PROJECT Not-To-Exceed (NTE) COST is based on our experience with similar projects.

CSI will not exceed the NTE total without authorization, and we will only invoice for the actual hours worked. m
x
I
April 7, 2023
159
Attachment B
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160
DlTfiffiANAa!R!lO?PID! Item No. 8
MAY i7 2023
g:!'15S Ciffl of South Gate

CITY COUNCIL

AGENDA BULL
For the Regular Meeting of: May 23, 2023
a a a Department: Public Works
Department Director:

Cervant Je ers
SUBJECT: AGREEMENT WITH ACMS GROUP, INC., TO PROVIDE DOSSIER ON-DEMAND SOLUTION FLEET MAINTENANCE MANAGEMENT SYSTEMSOFTWARE PURPOSE: To approve an agreement with ACMS Group, Inc., to provide a Dossier FleetMaintenance Management System (FMMS) inclusive of purchase, setup, training, andimplementation of so'jtware system ("Agreement") for managing the City's expansive fleetinventory.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving an Agreement with ACMS Group, Inc., for a 5-year term to provide its Dossieron-Demand Solution fleet maintenance management software, in an amount not to exceed$132,433; b. Approving an appropriation of $10,822 from Fleet Funds to fully 'Jund Year One servicefees of the five-year Agreement; and c. Authorizing the Mayor to execute the Agreement in a form approved by the City Attorney.

FISCAL IMP ACT: There is no impact to the General Fund. The Agreement is in the amount of$132,433, which includes $51,996 for the initial cost of the software service, subscription fees,setup and training, and annual subscriptions fees as follows: $19,226 for Year 2, $19,803 for Year3, $20,398 for Year 4 and $21,010 for Year 5. The Agreement is proposed to be 'funded with FleetFunds. As a part of the Fiscal Year 2022/23 Public Works Operating Budget, $41,174 wasapproved for the FMMS. An appropriation in the amount of $10,822 is needed to fund Year 1services. Fees for years 2 through 5 services will be included as a part of the Public WorksDepartment annual operating budget in the Fleet funds.

ANALYSIS: The proposed Agreement was procured through a competitive selection process.The process began with obtaining demos and quotes from four providers, which includedcompanies listed in the fleet master plan. After the initial demos, a demonstration was thenprovided for City staff in the Fleet Division. Staff were given the opportunity to ask questions andhave them answered during the demo. Staff were comfortable with the software and some said thatthey used similar programs with previous employers. After the technician's demonstration wascompleted, a demo was then provided to the Field Operations Manager, Water Division Manager,and Fleet Superintendent. Once completed, the panel discussed the three software programs and 1 161
gave their feedback and an overall rating. Overall, each program provided similar features andcapabilities. Dossier ranked higher because of its accessibility and user friendly program and camein midrange when comparing prices which were quoted as follows:

Company

1. AMCS Group

2. Assetworks

3. Collective Data

4. CFA Software
0uote
$51,966
$70,000
$36,000
$15,509
CFA Software provided a quote that was significantly lower. CFA Software was not selectedbecause of its lack of features such as service request input for all drivers, work order input fromany device, and having to add an additional program for technicians to input work orders.

BACKGROUND: The Public Works Department, Field Operations Division operates with aFleet Maintenance Division. The division is responsible for maintaining the City's fleet for alldepartments, which consists of approximately 182 units, inclusive of heavy equipment. In 2019, aFleet Master Plan was prepared to enhance the operations of the Fleet Division.

The City's Fleet Master Plan included an assessment of the Fleet Division and maderecommendations to enhance operations, one of which was replacing the existing maintenancemanagement system with a FMMS. Currently, the Fleet Division uses the Cititech MaintenanceManagement System to process vehicle work orders. However, the Cititech system is not suitedfor fleet maintenance operations and, therefore, does not produce the necessary data to properlytrack maintenance costs associated with vehicle and equipment maintenance. It is designedto tracklinear assets and their maintenance. It cannot provide simple information that may be needed daily,such as mileage, maintenance costs for a specific vehicle, or up-to-date preventative maintenanceschedules. A dedicated FMMS was recommended to provide the data needed to effectively operateand maintain the city's fleet.

The benefits of a dedicated FMMS are the following:
* Planning - Provides for the establishment of a preventative maintenance schedule to beimplemented and updated automatically according to mileage and set intervals. * Reporting - Provides more than 250 different standard reports that include PM compliance,vehicle maintenance costs, departmental maintenance costs, accident and damage costs,fuel usage, productivity, depreciation of assets, cost of operation, equipment replacement(part of Life Cycle Management), inventory management (on hand stock, parts turns,obsolescence, part alias, parts non-usage and more), personnel reports (productivity,efficiency, regulatory compliance). * Fleet Inventory - The system will allow for better management of the fleet inventory. It iscapable of storing every unit's specification including department, vehicle info, andpictures of the unit, as well as any electronic records that support vehicles, parts, part andrepair orders and will have full electronic records capability. 2 162
* Licensing and Certifications - Tracks employee requirements such as training, commercial driver's licenses and professional certifications and alert when they are due to expire. It also tracks other regulatory compliance items for vehicles such as smog checks. * Work Order System
o Provides a platform to enter work orders and be able to capture all relevant information such as: the vehicle being serviced, what was worked on, the reason for work performed, who did the work, how long it take them, what was done to complete the task, what parts where used, why did they fail, all necessary data for good reporting and analysis, as well as, supporting information for warranty recapture. All work done to the vehicle while in the shop, by a single mechanic, multiple mechanics, and potentially by third party service providers is captured under one repair order and will allow for better vehicle down-time tracking and analysis of vehicle performance.
o Allows non-maintenance personnel (drivers) to send work requests to the Dossier FMMS, including meter readings; thus establishing a closed loop between vehicle users and the maintenance department.
* User Friendly - The Dossier FMMS provides detailed and focused views via its multiple and user-defined workspaces to stay on top of what needs to be taken care of including the workflow status of our work orders.

The following municipalities use Dossier FMMS to manage their fleet maintenance programs:

Laguna Beach, Eureka, Westminster, Cypress, and Lakewood.

ATTACHMENT: Proposed Agreement (and Exhibits A and B) AM:lc
3 163
Attachment A

AGREEMENT FOR PROFESSIONAL SERVICES FOR DOSSIER

FLEET MAINTENANCE MANAGEMENT SYSTEM BETWEEN THE
CITY OF SOUTH GATE AND AMCS GROUP INC.

This Agreement for Professional Services to provide the Dossier FMMS implementation ("Agreement") is made and entered into on May 23, 2023 ("Effective Date"), by and betweenthe City of South Gate, a municipal corporation ("City"), and AMCS Group Inc. ("Consultant").

City and Consultant are sometimes hereinafter individually referred to as a "Party" andcollectively as "Parties."

RF,CITALS
WHERE AS, City desires to retain a qualified provider for certain services relating tothe purchase and implementation of a Fleet Maintenance Management System; WHEREAS, Consultant warrants to City that it has the requisite skills, knowledge,qualifications, manpower and expertise to perform properly and timely the Professional Servicesunder this Agreement; and WHEREAS, based on such representation, City desires to contract with Consultant toperform the services as described in the Dossier On-Demand Solution (D7) proposal datedFebruary 06, 2023 prepared for the City by Consultant under Consultant's reference "City ofSouth Gate/020623/Vla/AMCS" ("Scope of Services"), a copy of which is attached hereto asExhibit "A" of this Agreement. The Scope of Services incorporates by reference Consultant'sGeneral Terms of Service ("Terms of Service"), a copy of which is attached hereto as Exhibit"B" of this Agreement. The Scope of Services is incorporated herein by this reference, asmodified by Sections 2 and 3 below. The Terms of Service are incorporated herein by thisreference, as modified by Section 6 below.

NOW, THEREFOR, the Parties hereby agree as follows:

1. SCOPE OF SERVICES. City hereby engages Consultant, and Consultant accepts suchengagement, to perform the services set forth in the Scope of Services as described in Exhibit"A"attachedheretoandmadepartofthisAgreement. TheScopeofServicesmaybemutually amended from time to time by both Parties in writing.

2. COMPENSATIONFORSERVICES. ThetotalamountofcompensationforthisAgreement shall not exceed the sum of Fifty-One Thousand Nine Hundred and Ninety-Six Dollars($51,996) for one year, Nineteen Thousand Two Hundred Twenty-Six Dollars ($19,226)for year two, Nineteen Thousand Eight Hundred Three Dollars ($19,803) for year three,Twenty Thousand Three Hundred Ninety-Eight Dollars ($20,398) for year four, andTwenty-One Thousand Ten dollars ($21,010) for year five, for a cumulative amount of OneHundred Thirty-Two Thousand Four Hundred Thirty-Three Dollars ($132,433), asdescribed in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultantfor its professional services rendered and costs incurred pursuant to this Agreement. Noadditional compensation shall be paid for any other expenses incurred, unless first approved 4 164
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in writing by the City Manager or his/her designee.

2.1 ConsultantshallberequiredtoattendmeetingsatCityHallasnecessaryinthedelivery of the projects. Travel time between Consultant's office and City Hall shall not be billable. Consultant may request an exemption on a case-by-case basis, which shall besubject to City approval.

2.2 Consultant shall be paid in accordance with the schedule included in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant within thirty (30) days of receipt of the invoice.

2.3 No payment made hereunder by City to Consultant, other than the final payment, shall be construed as an acceptance by City of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.

2.4 If the City exercises the term extension option set forth in Section 3 below, compensation payable by the City to Consultant during the extension period shall be at a rate of Nineteen Thousand Six Hundred Eighty Dollars ($19,680) per year, not to exceed Ninety-Eight Thousand Four Hundred Dollars ($98,400).

2.5 Subsection 7 of Section 3.4 of the Scope of Services is hereby deleted and is not made apartofthisAgreement. NotwithstandingthatsubsectionoranythingelseintheScope of Services, the rate of compensation set forth in Sections 2 and 2.4 above shall not beincreased during the term of this Agreement.

2.6 NotwithstandingNote2onpage7oftheScopeofServices,oranythingelseintheScope of Work, the City shall not be obligated to pay Consultant any travel, subsistence or accomtnodation expenses unless the amount and nature of those expenses have been approved in writing by the City prior to such expenses being incurred.

3. TERM OF AGREEMENT. This Agreement is effective as of May 23, 2023, and willremain in effect for a period of five years from said date, with an option allowing the Cityto extend the term for five years, unless otherwise expressly extended and agreed to by bothParties in writing or terminated by either Party as provided herein. The City may exercise that extension option by written notice to Consultant delivered any time up to and including the thirtieth day prior to the expiration of the initial five-year term. Notwithstanding anything to the contrary in Note 7 on page 7 of the Scope of Services, Consultant shall commence toperform its obligations hereunder upon the Effective Date and shall continue suchperformance without interruption during the entire term of this Agreement.

4. CITY AGENT. The Assistant City Manager/Director of Public Works ("Director"), orhis/her designee, for the purposes of this Agreement, is the agent for the City. Whenever approval or authorization is required, Consultant understands that the Director, or his/her designee, has the authority to provide that approval or authorization. 5288942.1-L235.53
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5. CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by Consultant under this Agreement.

Consultant 'further represents that in performance of this Agreement, no person having any such interest shall be employed by it. Within ten (10) days, Consultant agrees that it will immediately notify City of any other conflict of interest that may exist or develop during the term of this Agreement.

5.1 ConsultantrepresentsthatnoCityemployeeorofficialhasamaterialfinancialinterest in Consultant's business. During the term of this Agreement and/or as a result of being awarded this contract, Consultant shall not offer, encourage or accept any financial interest in Consultant's business or in this Agreement by any City employee or official.

6. TERMS OF SERVICE. The Terms of Service attached as Exhibit "B" hereto are modified as set forth below for purposes of this Agreement:

6.1 No Automatic Extensions or Renewals. Section I of the Terms of Service is hereby deleted in its entirety.

6.2 No Annual Fee Increases. Section 4.4 of the Terms of Service is hereby deleted in its entirety.

6.3 Additional Services During Final Year Term. Notwithstanding anything to the contrary set forth in Section 13.1 of the Terms and Conditions, the annual cost of any additional services purchased by the City thereunder during the final year of the term of this Agreement shall be reduced in proportion to the number of days remaining in the ternn of the Agreement.

6.4 Underpaid Fees. No "underpaid Fees" shall be assessed against the City pursuant to Section 13.3 of the Terms and Conditions unless Consultant first provides not less than thirty (30) days' written notice to the City of Consultant's intent to assess those fees.

Within the 30-day period following such notice, representatives of the parties shall meet to discuss the reason for Consultant's proposed imposition of those underpaid Fees and attempt to reach an agreement regarding the extent to which any such fees are owing.

6.5 Changes to Terms of Service. Notwithstanding anything to the contrary set forth in Section 16.5 of the Terms of Service, no changes to those Terms of Service made or proposed by Consultant shall become part of this Agreement without the written consent of the City. Consultant shall deliver written notice to the City of any proposed changes, which notice shall identify the changes, summarize the nature and purpose thereof, and include a copy of the deleted, changed or added language.

6.6 Governing Law and Venue. Section 18.lof the Terms and Conditions is deleted in its entirety and replaced with the following provisions:
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6.6.1 Governing Law. This Agreement shall be construed and interpreted in accordance with and shall be governed and enforced in all respects according to, the laws of the State of California. All claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of California. No effect shall be given to any choice of law or conflict of law provision, principal or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

6.6.2. Jurisdiction and Venue. All judicial proceedings brought against any party hereto arising out of or relating to this Agreement shall be brought in a state or federal court of competent jurisdiction in the County of Los Angeles, State of California, and by execution and delivery of this Agreement each party accepts for itself and in connection with its properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts (both personal jurisdiction and subject matterjurisdiction), waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each party hereby agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to any other party at its address provided herein, such service being hereby acknowledged by each party to be sufficient for personal jurisdiction in any action against said party in any such court and to be otherwise effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law.

6.7 Expenses. Notwithstanding anything to the contrary set forth in Sections 12 and 13 of Schedule 2 of the Terms of Service, the City shall not be obligated to pay Consultant any expenses unless the amount and nature of those expenses have been approved in writing by the City prior to such expenses being incurred.

7. GENERAL TERMS AND CONDITIONS

7.1 Termination for Convenience. City may terminate this Agreement at any time without cause by giving fifteen (15) days written notice to Consultant of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials shall, at the option of City, become its property. If this Agreement is terminated by City as provided herein, Consultant will be paid the total amount of its costs as of the termination date. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this Agreement. 5288942. l-L235.53
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7.2 Termination for Cause.

7.2.1 City may, by written notice to Consultant, terminate the whole or any part of this Agreement in any of the following circumstances:
a. If Consultant fails to perform the services required by this Agreement within the time specified herein or any authorized extension thereof; or b. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and in either of these circumstances does not conect such failure withing a period of ten (10) days (or such longer period as City may authorize in writing) after receipt of notice from City specifying such failure.

7.2.2 In the event City terminates this Agreement in whole or in part as provided above in Subsection 6.2.1, City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those terminated.

7.2.3 If, after notice of termination of the Agreement under the provisions of Subsection 6.2. l above, it is determined, for any reason, that Consultant was not in default, or that the default was excusable, then the rights and obligations of the Parties shall be the same as if the notice of termination had been issued pursuant to Subsection 6.1. above.

7.3 Non-Assignability. ConsultantshallnotassignortransferanyinterestinthisAgreement without the express prior written consent of City.

7.4 Non-Discrimination.

7.4.1 Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, creed, gender, gender identity (including gender expression), color, religion, ancestry, sexual orientation, national origin, disability, age, marital status, family/parental status, or veteran/military status, in the performance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of the Federal, State, and County and the City governrnents. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, disability, or age. Consultant will take affirmative action to ensure that all employment practices, including those of any subcontractors retained by Consultant to perform services under this Agreement, are free from such discrimination. Such employment practices 5288942.1-L235.53
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include, but are limited to: hiring, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

7.4.2 The provisions of Subsection 6.4.1 above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perfortn any services under this Agreement. City shall have access to all documents, data, and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section, and all applicable provisions of Executive Order No. 11246 (relating to federal restrictions against discriminatory practices) is available for review and on file with the City Clerk's Office.

7.5 Insurance. Consultant shall submit to City, certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement:

7.5.1 Workers Compensation Insurance as required by law. Consultant shall require all subcontractors similarly to provide such workers' compensation insurance for their respective employees.

7.5.2 Comprehensive general and automobile liability insurance protecting Consultant in amounts not less than $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of $1,000,000, with an aggregate of $2,000,000. Each such policy of insurance shall:
a. Be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of California or which is approved in writing by City. b. Name and list as additional insured the City, its officers and employees.
c. Specify its acts as primary insurance.
d. Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled except upon thirty (30) days prior written notice to City of such cancellation or material change."
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e. Cover the operations of Consultant pursuant to the terms of this Agreement.

7.6 Indemnification. Consultant agrees to indemnify, defend and hold harmless City and/or any other City agency, including other employees, officers and representatives, for/from any and all claims or actions of any kind asserted against City and/or any other City agency arising out of Consultant's (including Consultant's employees, representatives, products and subcontractors) negligent performance under this Agreement, excepting only such claims or actions which may arise out of sole or active negligence of City and/or any other City agency, or any third parties not acting on behalf of, at the direction of, or under the control of Consultant.

7.7 Compliance with Applicable Law. Consultant and City shall comply with all applicable laws, ordinances, and codes of the Federal, State, County and City governments, without regard to conflict of law principles.

7.8 Independent Contractor. This Agreement is by and between City and Corisultant and is not intended, nor shall it be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between City and Consultant.

7.8.1 Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of City. Neither City nor any of its officers or employees shall have any control over the conduct of Consultant, or any of Consultant's employees, except as herein set forth, and Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of City, it being distinctly understood that Consultant is and shall at all times remain to City a wholly independent contractor and Consultant's obligations to City are solely such as are prescribed by this Agreement.

7.8.2 Indemnification of CalPERS Determination - In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as, for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of City.

7.8.3 Business License Required. According to Title 2.08.40 of the South Gate Municipal Code, a business license will be required prior to doing business within the City, even if the business is located outside of the City. Verification of a valid South Gate business license will be required prior to start of work and any fees 5288942.1-L235.53
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associated with the acquisition or maintenance of such business license shall be the sole responsibility of Consultant.

7.9 Consultant's Personnel.

7.9.1 All services required under the Agreement will be performed by Consultant, or under Consultant's direct supervision, and all personnel shall possess the qualifications, permits and licenses required by State and local law to perform such services, including, without limitation, a City of South Gate business license as required by the South Gate Municipal Code.

7.9.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing services required by this Agreement, and compliance with all reasonable performance standards established by City.

7.9.3 Consultant shall be responsible for payment of all employees' and subcontractors' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance and Social Security.

7.9.4 Consultant shall indemnify and hold hartnless City and all other related entities, officers, employees and representatives from any liability, damages, claims, costs, and expenses of any nature arising from alleged violations of personnel practices or of any acts of omissions by Consultant in connection with the work performed arising from this Agreement.

7.10 Copyright. Consultant is and at all times hereunder shall own the copyright to all software that is the subject of this Agreement. The City is and at all times hereunder is the owner of any and all reports generated by the City using that so:ttware.

7.11 Legal Construction.

7.11.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California without regard to conflict of law principles.

7.11.2 This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. 5288942.1-L235.53
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7.11.3. The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.

7.11.4. Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

7.12 Counterparts. This Agreement may be executed in counterparts and, as so executed, shall constitute an agreement which shall be binding upon all Parties hereto.

7.13 Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished, or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, sub-consultants and agents.

7.14 Files. All files of Consultant pertaining to City shall be and remain the property of City.

Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.

7.15 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other Party in the future. No waiver by a Party of a default or breach of the other party shall be effective or binding upon such a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
/,2.
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7.16 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.

7.17 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

7.18 Attorneys' Fees. The Parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing Party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.

7.19 Entire Agreement anrl Am('lLluibuU. Tl:iis Agreement constitutes the whole agreement between City and Consultant, and neither party has made any representations to the other except as expressly contained herein. Neither party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any amendments, changes or modifications to this Agreement must be made in writing and appropriately executed by both City and Consultant.

7.20 Notices. Any notice required to be given hereunder shall be deemed to have been given by email transmission with confirmation of delivery and depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY:

City of South Gate
Arturo Cervantes
Assistant City Manager/Director of Public Works
8650 California Avenue
South Gate, CA 90280
Email: [email protected]
TEL: (323) 563-9567
WITH COURTESY COPY TO:

City Clerk's Office
Yodit Glaze, City Clerk
8650 California Avenue
South Gate, CA 90280
Email: yglaze(isogate.orz
TEL: (323) 563-9510
TO CONSULT ANT:

ACMS Group Inc.

Victor F Escudero
Director, Business Development & Regional Account Manager 179 Lincoln Street, Boston, MA 02111
victor.escudero(,amcsgroup.com
/J
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7.21 Warranty of Authorized Signatories. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign.

7.22 Consultation with Attorney. Consultant warrants and represents that it has consulted with an attorney or knowingly and voluntarily decided to forgo such a consultation.

7.23 Interpretation Against Drafting Party. City and Consultant agree that they have cooperatedinthereviewanddraftingofthisagreement. Accordingly,intheeventofany ambiguity, neither Party may claim that the interpretation of this Agreement shall be construed against either Party solely because that Party drafted all or a portion of this Agreement, or the clause at issue.
[Remainder of page left blank intentionally.]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

BY:

Maria del Pilar Avalos, Mayor
Dated:

ATTEST:

BY:

Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY:

ACMS GROUP INC.

By:

Michael Winton, President N.A.

Dated:
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EXHIBITA
Dossier On-Demand Solution (D7)
Prepared for:

City of South Gate
8650 California Ave.

South Gate, CA 90280
Aj:l:n : Alejandro Meza
Prepared by:

Victor F Escudero
[email protected]
Proposal Ref: City of South Gate/020623/Vla/AMCS
Confidential Information
Property ofAMCS
Distribution Restricted to Authorised Persons
AMCS GROUP INC. ("AMCS")
179 Lincoln Street, Boston, MA 02111
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Table of Contents

1. INTRODUCTION

1.1. COMPANYINFORMATION.

2. AMCS ASSET MAINTENANCE - DOSSIER SUBSCRIPTION OFFERINGS

3. PRICING
SUBSCRIPTION FEES.

IMPLEMENTATION & PROFESSIONALSERVICES FEE ESTIMATE..

STANDARD PROFESSIONAL SERVICES DAY RATES....................

GENERAL TERMS.

ACCEPTANCE
3 3
4 s
5 .6
.7
7 84.
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1. Introduction

1.1. Company Information
AMCS is the leading supplier ofintegrated software and vehicle technology for the waste, recycling and material resources, and transportation industries. Our enterprise software, a Software as a Service (SaaS) solution, delivers digital innovation to the emerging circular economy around the world.

AMCS is headquartered in Limerick, Ireland with offices in North America, Europe, and Australia employing over 800 people across 12 countries. AMCS helps over 3,500 customers in 23 countries to reduce their operating costs, increase asset utilization, optimize margins, and improve customer service. AMCS has a blue-chip customer base in 23 countries, which includes the world's leading companies in Commercial & Industrial, Municipal and Residential waste, Construction & Demolition, Metal Recycling, Paper and Plastics trading, MRFs/Landfill, Brokerage and Hazardous Waste, Trucking and Intermodal Logistics, Utilities/Telecom/Infrastructure, Food & Beverage, and People Transport businesses as well as Government entities.

Our beliefs and values:

Customer: We believe that our customers, both internal and external deserve our respect as they are the heart of our business. We focus on forming a partnership with our customers and dedicate ourselves to their success.

Community: We believe in contributing to our communities and in protecting the environment to create a sustainable future for the next generation. We get involved and have fun supporting ourlocal communities. We demonstrate Community and Social Responsibility at every opportunity.

Integrity: We believe in doing the right thing for our customers, our colleagues, our investors and ourselves. We are professional, open and honest in everything we do. We take responsibility for our actions.

Process: We believe in engineering innovative processes that add value to every aspect of our business. We are process driven, systematic, and analytic in our approach. We learn from mistakes and continuously improve.

At AMCS we are driven by the results we deliver and are passionately committed to our Customer's success 'for life'.

We consider ourselves 'digital warriors", driving practical circular economy innovations for a sustainable planet. We are AMCS. "Digital ways to a cleaner world".
/f 178

2. AMCS Asset Maintenance Dossier Subscription Offerings The AMCS Asset Maintenance module automates the control and administration of truck or vehicle fleets and other assets. Its real-time workflow management not only guides your work order process but delivers visual KPIs, dashboards, and self-service reporting to unlock hidden productivity and cost savings. Easy to implement and use, it can reduce downtime and maintenance costs, extend the life of equipment, reduce fuel, tire and parts costs while also increasing productivity, admin efficiency & regulatory compliance. Support functions include:
* Preventive Maintenance Management
Deep Analysis and Reporting including built-in Dashboards and KPI cards
Work Order Workflow with Standard Repairs and Integrated Checklists
o Mobile App Provides Anywhere Access
o Drivers: Meters and Work Requests
o Technicians: Work Order Workflow
Management: Status and Approvals
Asset Management
it Personnel/User Management
Labor and Parts Cost Capture by Maintenance Category and GL Parts/Inventory/Storeroom Management with Top-Level Parts and Vendors Purchasing Workflow for Parts and Services
Warranty Management and Claims for Assets and Parts Integrated Spending Management/Approval with Role Delegation The AMCS Asset Maintenance - Dossier (v7) subscription service of City of South Gate includes:

Dossier Professional Edition with the following:

Maximum Assets (vehicles, equipment, units, etc.) - Up to 250 active assets ii Named User(s) - Up to 8
Web API option
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3. Pricing
The following section outlines AMCS" commercial approach. There are two pricing elements in this proposal.

Subscription Fees
These are annual recurring subscription fees for various solution elements.

Implementation Fees
These professional services fees to cover the project implementation. These are estimated on the scope assumed in this proposal. The scope will be finalised during the definition phase of the project and the estimates will be revalidated.

3.1. Subscription Fees
This proposal includes the following Subscription Fees.

No Item Qty Type
Price per
Unit (6) Total (S)
1 Dossier On-Demand Solution (250 max assets) 250 Cloud S44 !511,062 2 Named Users (8 max) 8 Cloud S778 96,221
3 web API 1 Cloud Sl,383 91,383
Total Annual Subscription Fees 918,666
The Subscription Fees will be invoiced from the Effective Date of this Agreement (as defined in section 4 below) and annually thereafter prior to each anniversary of the Effective Date.

Summary of Investment
Year 1 551,966 (includes annual subscription, professional services and travel & living) Year 2 519,226 (includes annual subscription)
Year 3 S19,803 (includes annual subscription)
Year 4 !>20,398 (includes annual subscription)
Year 5 S21,010 (includes annual subscription)
Note:

Year 2 through 5 assume that there are no changes made (additional units, additional users, additional functionality) to your solution.

For the purposes of this yearly pricing breakout, I have taken into consideration our offered annual adjustment of 3%.
180

3.2. Implementation & Professional Services Fee Estimate ffil ! iiJa'ilj Ill'illl ' ali ffi ffiQ ffiii 81 I i 'amii 'i liii iil I Iji j iiiiii'm I I a Iffla I JI Illjilla % a r-81-l i z ' u _ h &Jfflfflffli_ii : ':iiy
PallWia!!!:i'tt!Jl!Q":':"'tttaiJx!"!!llil:':![)!il'jjl'fll"i.")i'='!!t"'l:ij&l1!!t'!t' A"\'f!'.

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Step O: Initial phone calls and initiation of existing Data gather or extract (Units, Parts, Vendors, Personnel) from existing sources to then be ported over to a Dossier supplied Data Import Template.
p.s.

Step 1: 3 Day (24 Man Hours) - On site trip with in which we would discuss Maintenance Management Operations strategy and processes that will determine how the Dossier system would be set up and configured (Units, Parts, Personnel, Vendors (Parts & Service), PM's, Warranties, etc).

Definition of security & user privileges, and do an analysis of existing data to define what will be imported into Dossier. The activities previously described will be done with the core Maintenance Operations team. p.s.

Step 2: 1 Day (8 Man Hours) - Based on parameters defined above and existing data reviewed, we will carry out the data importinto Dossier 1) Units, Parts, Personnel and Parts & Service Vendors 2) This service is carried out at our Dossier Systems facilities p.s.

Step 3: 2 Day (16 Man Hours) - On-site trip to review existing operations with Dossier, define and do any "fine tuning" to the system, processes and accounting configuration. Heavy concentration will also be done on Reports Training with the core management team now that the system has several weeks of data.
p.s.

Sub-Total Professional Services SI0,800
Total Implementation Fee 920,300
Total anticipated expenses
-For budgeting, please consider a Not-to-Exceed number of !>13,000 for Step's 1 & 3 - On site trip
TBD
Notes:

1. Implementation fees will be invoiced in full from the Effective Date.

2. Travel, subsistence and accommodation expenses are not included will be charged to the customer at cost on an 'as incurred' basis.

3. Travel time to site not included and will be charged at 50% of day rate on an "as incurred" basis.

4. The fees have been calculated on the basis of a Monday to Friday working week and are based on a thirty- seven point five (37.5) hours week, excluding any public holidays. Where required by the Customer, AMCS reserve the right to charge at 200% of the specified rate for services provided outside of the normal working week (that is, at weekends and on public holidays) and, for services provided within the normal working week but outside of the period 08:00 - 18:00, at 150% of the specified rate. This includes provision of on-call assistance.

5. ProfessionalServicesareprovidedtoimplementthepre-existingfeaturesandfunctionsofAMCSsoftware and, unless agreed otherwise in writing, do not include any customisation or development activity that 181
impacts any of the features, benefits or source code of the AMCS software. Professional Services are unrelated to the obligation to remit subscription fees (which is for Customer's use of the AMCS Platform and receipt of support) and so your payment of such fees are unrelated to, and shall not be contingent upon, delivery of Professional Services.

6. AMCS may distribute the estimated hours/days among different roles as business requirements dictate, provided the total estimated fee for the engagement, including fees for any executed change requests, are not exceeded. The hours/days above are only available at the specified and agreed upon rates for the scope of Services set forth herein.

7. AMCSandtheCustomerexpecttheServicestocommencewithinfourtosix(4to6)weeks.AMCSwilladvise the Customer if the commencement date is expected to be later than this.

3.3. Standard Professional Services Day Rates
Additional Professional Services can be purchase at 9315/hour.

3.4. General Terms
The Agreement (as defined below) and following terms apply to this proposal.

1. The Initial Term shall be five (5) years, subject the Agreement.

2. This Proposal is valid for thirty (30) days from the date hereof, after which it shall automatically and without notice, be rescinded.

3. All amounts to be invoiced in USD Dollars '>.

4. Fees quoted are net of any applicable taxes, taxes will be charged at the appropriate rate at date of invoice.

5. Subscription Fees for each twelve (12) months of the Term will be first invoiced from the Effective Date of this Agreement (as defined in section 5 below) and annually thereafter prior to each anniversary of the Effective Date.

6. Payment terms, net 30 days from date of invoice.

7. All Fees will be adjusted annually by 3%. If the pricing for incremental purchases differ, due to their tier pricing, the new rate will be prorated to the renewal date and then blended with the current rate.

8. As with the pricing of the Services set out this this Proposal, pricing for any incremental purchases during the Term of the Agreement will be adjusted annually, in accordance with the consumer price index provision of the Agreement. If the pricing for incremental purchases differs, due to tier pricing, the new rate will be prorated to the renewal date and then blended with the current rate. 182

4. Acceptance
When you choose the AMCS solution for your business, and accept the terms of this proposal, please take the following steps to initiate your order and schedule your project:
review this document in its entirety, including the Agreement. complete the Effective Date below, which should be the date of Customer's signature. sign this proposal in the signature block below and print the signatory's name underneath.

Where used herein "Agreement" means either: (i) your existing and signed agreement with AMCS that is applicable to the products and services in this Proposal; or if you do not have a pre-existing signed agreement, (ii) this Proposal and the following terms and conditions (which are expressly included herein by this reference):

SaaS: Software as a Service, support and professional services shall be provided on the terms of AMCS General Terms of Service which can be found at
https://www.amcszroup.com/media/hk4mfq3f/220511 amcs @eneral-terms-of-service usa-canada.pdf

ACCEPTEDTHIS
Date")
or, if not dated, the date signed by Customer below ("Effective By signing this Proposal Customer is deemed to have fully reviewed and accepted this Proposal and the Agreement, which terms shall be binding on Customer.

Read and agreed:

AMCS (as defined On the COVer page hereof) CUSTOMER (as defined On the COVer page hereof) BY: By:

Date: Date:
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AMCS' GENERAL TERMS OF SERVICE (SaaS)
These AMCS' General Terms of Service ("GToS") govern Customer's use of and access to the Services. Customer is deemed to have accepted these GToS, either by: (a) executing a Proposal or a Work Order that references these GToS; or, (b) Customer's use of or accessing any AMCS' Services. Unless otherwise specifically agreed in writing signed by the Parties, the Agreement constitutes the entire agreement between Customer and AMCS with respect to the Services specified in the Proposal and/or Work Order.

AMCS shall supply and Customer shall purchase the Services specified by AMCS in a Proposal and/or a Work Order. AMCS and Customer may each be referred to as a "Party" and together as the "Parties" to these GToS. 1 Term. The Term of the Services and these GToS will take effect on the Effective Date and continue during the Initial Term.

Except as otherwise varied in a Proposal, the Services and these GToS will automatically renew for successive Extended Term(s) unless either party gives written notice to the other party not later than ninety (90) days before the expiration of the Initial Term or the relevant Extended Term, to terminate the Services at the end of the Initial Term or relevant Extended Term, as the case may be, unless the Services are terminated earlierin accordance with these GToS. 2 Subscription

2.1 DuringtheTerm,andsubjecttotheseGToS,the:(a)SubscriptionFeeswillentitleCustomer,solelyforCustomer'sinternal business operations, a non-exclusive, non-transferable right to use, and permit Authorized Users to use, the Services, any Deliverables and the Documentation on and subject to these GToS; (b) Professional Services Fees will entitle Customer to receive any Implementation Services and, to purchase additional Professional Services on the terms agreed by the Parties in the Proposal or a Work Order, as applicable subject to the Professional Services terms below; (c) if access to AMCS Academy is purchased under a Proposal payment of the AMCS Academy Subscription Fees will permit Customer, solely for Customer's internal business operations, to receive a non-exclusive, non-transferable right to use, and permit the Authorized Users to use, AMCS Academy content; and, (d) if AMCS' Telematics Device(s) and Telematics Services are purchased, payment of the Telematic Fees shall entitled Customer to receive the Telematics Services.

2.2 If a Proposal or a Work Order expressly states, or if subsequently agreed in writing signed by the Parties, that an Affiliate is authorized to use the Services purchased under the Agreement then all references to Customer in clause 2.1 shall include Affiliate. The grant to Affiliates herein is contingent always upon Customer retaining sole responsibility for making all purchases, remitting all payments to AMCS and for ensuring that Customer and all Affiliates comply fully with the terms of the Agreement.

2.3 If Customer wishes to acquire any additional Services during the Term, such Services shall be specified in a Proposal issued by AMCS and signed by Customer and shall be subject to the terms of this Agreement. Where such Proposal is executed on a date other than an anniversary of the Effective Date, any applicable annual Fees shall be calculated and invoiced pro- ratafromthedateoftheProposaluntilthenextanniversaryoftheEffectiveDate. lnallsubsequentyearsoftheTermsuch additional annual Fees shall be payable in accordance with these GToS. This provision shall not apply to any Fees to be paid on a monthly or reimbursement basis.

2.4 AMCS will use commercially reasonable endeavors to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned maintenance carried out during the maintenance window of lO.OOpm to 2.00 am GMT; and, (b) unscheduled maintenance perFormed outside Hours of Coverage, provided that AMCS has used reasonable endeavors to give Customer at least six (6) hours notice in advance.

2.5 AMCSwillalso,atnoadditionalcosttoCustomer,providetheSupportServicesduringtheHoursofCoverageinaccordance with AMCS' Support Services Policy in effect at the time that the Services is provided. AMCS may amend the Support Services Policy in its sole and absolute discretion from time to time.

2.6 AMCS reserves the right to introduce new or enhanced features and functionalities to the AMCS PlatformTM and/or the Services. Support Services include the right to access such new versions of the Services purchased by Customer but any assistance to unlock or configure such new functionality is not included in the Annual Subscription Fee(s) and, if requested by Customer, will be provided and charged as Professional Services.

2.7 AMCS shall provide Professional Services to Customer as may be agreed by the Parties from time to time and specified in a Proposal and/or a Work Order. All Professional Services shall be provided on the terms of this Agreement, which terms shall be varied only as stated in the applicable Proposal or a Work Order and only in relation to AMCS' provision of the Services specified therein. AMCS will use reasonable efforts to carry out the Professional Services as stated in a Proposal or Work Order, as applicable and, except as expressly stated in the Proposal or Work Order, Professional Services and the results thereof are provided on a time and materials basis and 'as is'. 3 Services Access

3.1 In relation to the Authorized Users, Customer undertakes that: (a) it will not allow or suffer a User Password to be used by more than one Authorized User unless it has first been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User will no longer have any right to access or use the Services; (b) it will promptly disable an Authorized User's account access to, and use of, the Services when such Authorized User ceases to require access to the Services; (c) each Authorized User will keep their User Password confidential and secure and shall regularly update their password, not more than sixty (60) days after last re-setting the password; (d) it will ensure that access to the Services by Authorized Users is appropriate at all times. This shall include approving, maintaining and removing access and User Confidential Page 1 of 16
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Passwords as required; and, (c) it shall implement logical access controls to provide reasonable assurance that unauthorized access to the Services is prevented and/or restricted. If Customer discovers that access and a User Password has been issued to a person who is not an Authorized User, Customer will promptly disable access and the password of, and will not issue a new User Password to, such person.

3.2 Customer will: (a) provide AMCS with all necessary timely co-operation and access in relation to these GToS and the Implementation Services, including relevant security access information and configuration services and, in the event of any delaysattributabletoCustomer,AMCSmayadjustanytimetableordeliveryscheduleasreasonablynecessary; (b)comply with all applicable laws and regulations with respect to its activities under this Agreementincluding the DPL; (c) ensure that the Services are used in accordance with these GToS and hold AMCS harmless for any acts or omissions by Customer, Affiliates (if any) as well as those of Customer's or Affiliate's contractors and agents; (d) ensure that its networks and systems comply with any specifications provided by AMCS and will be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to AMCS" data centers and systems, and for any and all problems, conditions, delays, delivery failures and any other loss or damage arising from or relating to its network connections or telecommunications links or caused by traversing the internet; (c) be responsible for configuration and security settings that are maintained by Customer's administrators and shall ensure that such settings are appropriate to Customer's security requirements; (f) ensure that the input of Customer Data into the Services considers those that have access to the Services to prevent any breaches of privacy or confidentiality; (g) obtain and maintain all necessary licenses, consents, and permissions necessary for Customer and its contractors and agents, to use the Services and perform its obligations in accordance with these GToS; and, (h) use all reasonable endeavors to prevent any unauthorized aCCeSS to, or use of, the Services and/or the Documentation and, upon becoming aware of any such unauthorized access or use, promptly notify AMCS.

3.3 Customer will not access, store, distribute or transmit any material, in its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (c) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or, (f) is otherwise illegal or causes damage orinjury to a ny person or property; and AMCS reserve the right, without liability or prejudice to any other rights or obligations to Customer, to disable Customer's access to any material that breaches the provisions of this clause.

3.4 Customer will not (and will not knowingly permit any third party), except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted underthese GToS Agreement; (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion ofthe AMCS PlatformTM and/or Documentation (as applicable) in any form or media or by any means; (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the AMCS PlatformTM; (c) access all or any part of the Services and Documentation in order to build a product or service which competes with the AMCS PlatformTM, Services and/or the Documentation; (d) use of the Services and/or Documentation to provide services to third parties, to publish any benchmarking data, to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except as expressly provided under these GToS; (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided for in these GToS; nor, (f) transmit any Virus(es) into the Services. 4 Charges and Payment

4.1 AMCSwillinvoiceandCustomerwillpaytheFeesasstatedintheProposal.

4.2 Where AMCS perform Professional Services, Professional Services Fees shall be invoiced by AMCS on a so-called time and material basis at the rates set out the Proposal unless such rates are expressly varied in a subsequent Proposal or addenda thereto.

4.3 All Fees under this Agreement: (a) will be payable in the Currency; (b) are non-cancellable and non-refundable; (c) relate to quantities purchased and cannot be decreased during the relevant Term; (c) are exclusive of value added or other sales taxes, which will be added to AMCS' invoices at the appropriate rate required by law; and, (d) shall be paid within thirty (30) days from date of invoice (the "due date").

4.4 AMCS shall be entitled to make an annual adjustment to the Fees. The Fees shall be reviewed prior to each anniversary of the Effective Date during the Term. The adjustment, following such review, shall be the greater of (a) three percent (3%); or, (b) the applicable consumer price index. Such percentage increase shall be applied to the Fees with effect from the next anniversary of the Effective Date. The then Fees in any year shall be the basis of assessing the adjustment for the subsequent year.

4.5 ShouldCustomerhaveabonafidedisputeinrespectofalloranypartofanyinvoice(s)CustomerwillnotifyAMCS,inwriting andwithsufficientdetailstoallowAMCStoinvestigate,thenatureofthedisputewithinten (10)BusinessDaysofitsreceipt of the invoice. Following any such notice, Customer will be entitled to withhold payment of the a mountin dispute without interest but will promptly pay all undisputed amount(s) in accordance with these GToS. The Parties will cooperate in good General Terms of Service; USA & Canada (URL Rev: 220505) Confidentia Page 2 0f 16 ,,,/ 185
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faith to resolve any such dispute as amicably and promptly as possible and on settlement ofthe dispute Customer will make the appropriate payment in accordance with these GToS.

4.6 If AMCS has not received payment within fifteen (15) days after the due date, and without prejudice to any other rights and remedies of AMCS, it will be entitled to: (a) disable Customer's passwords and access to all or part of the Services and AMCS will be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and/or, (b) charge interest on a daily basis on such due amounts at the rate of one point five percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due and continuing until fully paid, whether before or after judgment. 5 Intellectual Property Rights

5.I Customer will own all Intellectual Property Rights in and to all the Customer Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality thereof.

5.2 AMCSand/oritslicensorsownalllntellectualPropertyRightsinandtotheServices,AMCSPlatformTMandDocumentation.

AMCS reserves all rights to or in, anylntellectual Property Rights, and to any other rights or licenses not expressly granted herein.

5.3 TotheextentthatanymodificationsorimprovementstotheServices,AMCSPlatformTMorDocumentationarecarriedout under or in connection with these GToS and/or the Agreement, whether by AMCS alone or jointly with Customer, all Intellectual Property Rights in and to the underlying ideas and in any resulting improvement or modifications, will be assigned to, will vest with and will be solely owned by AMCS. 6 DPL and Customer Data

6.1 Both parties will comply with all applicable requirements of the DPL. Customer will enter Personal Data (as defined by the DPL) onto the AMCS PlatformTM. To the extent that AMCS is a Processor of Personal Data (as defined by the DPL), it wil process such Personal Data in accordance with the DPL and the DPA. For the purposes of the DPA and the Standard Comractual Clauses in Customer is the data exporter and Customer's acceptance of this Agreement shall be treated as Customer's signature on and acceptance of the DPA and Standard Contractual Clauses.

6.2 AMCS will follow its archiving procedures for Customer Data as set out in its Data Back-Up and Retention Policy as such document may be amended by AMCS in its sole discretion from time to time.

6.3 In the event of any loss or damage to Customer Data, Customer's sole and exclusive remedy will be for AMCS to use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest back-up ofsuch Customer Data maintained by AMCS in accordance with the archiving procedure described in its Back-Up Policy.

6.4 AMCS will not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by AMCS to perform services related to Customer Data maintenance and back- up).
7 Confidentiality

7.1 Each Party ("Receiving Party") acknowledges that in the course of performing the Services and/or its duties under the Agreement, it may obtain Confidential Information from the other Party ("Disclosing Party").

7.2 During the Term and thereafter, the Receiving Party will treat all Confidential Information as secret, confidential, and proprietary, and will not disclose or use the same without the prior written consent of the Disclosing Party, other than to the Receiving Party's employees and contractors on a need to know basis for the purpose of performing its obligations hereunder, or as required by law. The Receiving Party will implement such procedures as it considers reasonably necessary topreventtheintentionalornegligentdisclosuretoanythirdpartyofanyConfidentiallnformation. Notwithstandingthe foregoing, nothing herein will prevent the disclosure by the Receiving Party orits employees of information that: (a) prior to its disclosure to the Receiving Party, was of general public knowledge; (b) becomes, subsequent to its disclosure to the Receiving Party, a matter of general public knowledge other than as a consequence of a breach by the Receiving Party of any obligation under these GToS; (c) is made public by the Disclosing Party; or, (d) is received in good faith from a third party having the right to disclose it, who, to the Receiving Party's knowledge, did not obtain such information from the Disclosing Party and who imposes no obligation of secrecy on the Receiving Party with respect to such information. 8 Warranties and Disclaimers

8.1 Customer warrants that any Customer Data inputted to the AMCS PlatformTM are: (a) owned by Customer or are provided with the express consent from the third party holding any Intellectual Property Rights in or over such material, or, alternatively, are in the public domain, and are not owned by any third party or otherwise covered by Intellectual Property Rights; and, (b) do not breach the rights of any person or entity, including rights of publicity, privacy, or under applicable DPL and are not defamatory.

8.2 Customer is solely responsible for determining the suitability of the Services for its use. Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by Customer, and for conclusions drawn from such use. AMCS will have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to AMCS by Customer in connection with the Services, or for any actions taken by AMCS at Customer's direction.

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AMCS' GENERAL TERMS OF SERVICE (SaaS)

8.3 THESERVICESANDDOCUMENTATIONAREPROVIDEDBYAMCS'ASIS'.

8.4 NOTWITHSTANDING CLAUSE 2.4, AMCS DOES NOT WARRANT THAT CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

8.5 ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY

STATUTE OR COMMON IAW ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT.
9 Limitation of Liability

9.1 Nothingcontainedinthisclause9willlimit:(a)eitherParty'sliabilityfordeathorpersonalinjuryresultingfromthatParty's negligence; (b) either Party's liability for fraud or breach of clause 7; or, (c) Customer's liability for breach of Customer's payment obligations and clauses 3; 5.2 and 5.3.

9.2 Subject to clause 9.1, neither Party will be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for: (a) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings); (b) any loss of goodwill or reputation; or, (c) any special or indirect or consequential losses in any case, whether or not such losses were within the contemplation of the Parties at the date of this Agreement or were suffered or incurred by either Party arising out of or in connection with this Agreement.

9.3 Subject to clause 9.1, AMCS" total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited in any twelve (12) month period (the first of which will commence on the Effective Date and subsequently on each anniversary thereof) to the Subscription Fees paid to AMCS in respect of the twelve (12) month period in which the claim arose. 10 Termination

10.1 Either Party may immediately terminate this Agreement, and Customer's access to the Services, at any time in the event that the other Party: (a) commits a material breach of this Agreement which is not capable of remedy; (b) commits a material breach of this Agreement which is capable of remedy and fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so, save that the period shall be ten (10) days where Customer is in breach of its payment obligations hereunder; (c) makes any assignment of assets or business for the benefit of creditors, or if a trustee or receiver is appointed to administer or conduct its business or affairs, or if it is adjudged in any legal proceeding to be either a voluntary orinvoluntary bankruptcy.

10.2 TerminationofthisAgreementwillnotaffecttheParties'rightsandremediesthathaveaccruedasattermination,including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.

10.3 IntheeventthisAgreementexpiresorterminatesforanyreasonCustomermayrequestAMCSprovideanelectroniccopy of the Customer Data in flat files, human readable format, without charge. If requested by Customer, AMCS can provide Customer with Professional Services to retrieve Customer Data in other formats at a scope and price to be agreed.

10.4 ThefollowingclauseswillsurviveanyterminationofthisAgreement:4,5,6,7,8,9,13,14,15andl8.

II Force Majeure

11.1 Neither Party will have anyliability to the other Party underthis Agreement if it is prevented from, or delayed in, performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (excluding any industrial disputes involving its own workforce), act of God, war, riot, terrorism civil commotion, compliance with any law or regulation, fire, flood or storm (each a "Force Majeure Event"), provided that: (a) a Party affected by the Force Majeure Event ("Affected Party") is notified by the Pa rty experiencing the Force Majeure Event ("Delayed Party"), including its expected duration; and, (b) the Delayed Party uses all reasonable endeavors to mitigate, overcome or minimize the effects of the Force Majeure Event; and that if the period of delay or non-performance continues for thirty (30) days or more, the Affected Party may terminate this Agreement by giving ten (10) Business Days' written notice to the Delayed Party. 12 Notices

12.1 Normal communications between the Parties in respect of commercial matters will be conducted by email.

12.2 Any notice or other communication required to be given to a Party under or in connection with this Agreement (such as a termination notice or the like) will be in writing and will be delivered by hand or sent by pre-paid registered post or other next working day delivery service providing proof of delivery, at its principal place of business as set out above.

12.3 Any notice or communication will be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or otherwise at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

12.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, 'writing' will not include e-mail. 13 Review of Usage

13.1 Customer shall monitor its own usage of the Services and if at any time the Services then in use by Customer (be it based on the number of users, the number of units in use and/or the turnover and/or tonnage processed within the Services) General Terms of Service; USA & Canada (URL Rev: 220505) Confidential Page 4 of 16 1:7- 187
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exceeds that which Customer has then purchased Customer will promptly contact AM CS to seek a quotation for, and will purchase, the additional Services required, each such purchase shall be for the remainder of the Initial Term or the then applicable Extended Term but shall be subject always to a minimum purchase period of twelve (12) months.

13.2 With prior written notice (which notice may include email communication) AMCS shall have the right to remotely review Customer'suseoftheServicesandcompliancewiththetermsofthisAgreement. AMCSshallbeartheexpenseofanysuch review. AMCS shall treat as confidential information all information gained as a result of any such review and shall only use or disclose such information as required by law or to enforce its rights under this Agreement.

13.3 If AMCS discovers that Customer's use of the Services exceeds the level then purchased AMCS shall invoice, and Customer will remit to AMCS, the underpaid Fees due to AMCS for such use subject to a minimum purchase period of twelve (12) months. Where used in this provision, "the underpaid Fees" means the Fees stated for a Service or product in the Proposal together with any Fee increases applicable under clause 4.4.

13.4 The Services utilize automated systems that continually monitor its availability and usage. The provisions of this clause 13 shall survive the termination of this Agreement.
14 Dispute resolution

14.1 AnydisputeorclaimarisingoutoforinconnectionwiththisAgreement(unlessotherwisesetforthherein)shallinthefirst instance be resolved as follows: (a) for a period of thirty (30) days after a dispute arises the respective appropriate officers of the Parties shall negotiate in good faith in an effort to resolve the dispute; and (b) if the dispute has not been resolved at the close of such thirty (30) day period, the matter shall be finally settled by Alternative Dispute Resolution ("ADR") in accordance with the provisions set forth herein.

14.2 lfthedisputehasnotbeenresolvedthenonthewrittenrequestofanypartyitcanbereferredtoanindependentmediator, the identity of whom shall be agreed between the parties. In the event the mediator cannot be agreed by the parties within fourteen (14) days of one party's written request to appoint a mediator, the office of the International Centre for Dispute Resolution ("ICDR") in the Country shall appoint a single independent mediator in accordance with the rules of the ICDR.

14.3 The costs of ADR shall be shared equally, ADR shall take place in the Country and in English. In the event that within a period of sixty (60) days of the appointment of a mediator, the mediator is unable to resolve the dispute, the parties may submit the matter to the non-exclusive jurisdiction of the courts of the Country. 15 Assignment

15.1 AMCS may assign, novate or otherwise dispose of any or all of its rights and obligations under this Agreement and any associated third-party licenses to any of AMCS's affiliates or a successor by merger or a n acquirer of assets and to any other person without the prior written consent of Customer.

15.2 Customermaynotatanytimeassign,novateordealinanyothermannerwithanyofitsrightsandobligationsunderthis Agreement without the prior written consent of AMCS, such consent not to be unreasonably delayed or withheld. 16 General

16.1 NothinginthisGToSortheAgreementwillbeconstruedtogiveanyPartythepowertodirectorcontrolthedailyactivities of another Party, or to constitute the Parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking.

16.2 The remedies of the Parties under the Agreement are cumulative and will not exclude any other remedies to which the Party may be lawfully entitled.

16.3 The failure of any Party to insist on strict performance of a covenant hereunder or of any obligation hereunder will not be a waiver of such Party's right to demand strict compliance therewith in the future.

16.4 In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability will not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumsta nces.

16.5 AMCS may periodically modify these GToS, for example to reflect changes to applicable laws, to AMCS' terms, to the Services, etc. Customer should review these GToS regularly. AMCS will post notice of updated versions of these GToS on the AMCS' web portal which is available to all Authorized Users. Customer's continuing use of, or access to, the Services following AMCS' publication of any updated version of the GToS after such revised GToS enters into effect, shall be conclusive evidence that Customer has reviewed a nd agreed to be bound by the revised GToS. 17 Entire Agreement

17.1 This Agreement constitutes the entire agreement between the Parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.

17.2 Each Party acknowledges that in entering into this Agreement it does not rely on, and will have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.

17.3 Nothinginthisclausewilllimitorexcludeanyliabilityforfraud.

17.4 No alteration to or variation of this Agreement will take effect unless and until the same is in writing and signed on behalf of each ofthe Parties by a duly authorized representative.

Confidentia

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AMCS, currency, Law and Jurisdiction
The Currency, the AMCS party with which Customer is contracting, the law, exclusive of its choice oflaw provisions, that will apply in any dispute or lawsuit and the courts with exclusive jurisdiction over any such dispute or lawsuit is determined by the Countrv based on the following:

Governing Law and courts having
exclusive jurisdiction are:

Currency
means:

AMCS means:

USD
AMCS GROUP INC. with its principal
place of business at 179 Lincoln Street,
Boston, MA 02111
If Country is:

USA
Massachusetts law, with the courts of
Boston, Massachusetts having jurisdiction
Canada CAD
AMCS CANADA INC. with its registered
office at 485 Pinebuch Road, Suite 302,
Cambridge ON Canada NIT OA6
The laws of the Province of Ontario, with
the courts of Ontario, Canada having
jurisdiction
19 Definitions

19.1 The definitions and rules ofinterpretation in this clause apply to these GToS. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" for purposes of this definition, means direct or indirect ownership or control of more than fifty (50%) of the voting interests of the subject entity;
"Agreement" these GToS together with any associated Proposal and/or Work Order as well as all document(s) referenced therein;
"AMCS" shall have the meaning specified in clause 17 above; "AMCS Asset Maintenance technology that automates and provides reports around the real-time control and Services" administration ofvehicle fleets;
"AMCS PlatformTM" AMCS proprietary platform from which the Services are made available; "AMCS Solution" the applicable services specified on a Proposal; "AMCS Telematics Device" the hardware product, together with all Firmware therein (in object code form only) and all related documentation (printed or electronic), data, and other materials provided therewith;
"Annual Subscription Fees" the annual subscription fees payable by Customer to AMCS for the Services, as set out in a Proposal;
the fees payable by Customer to AMCS for any AMCS Asset Maintenance Services, if purchased, which fees shall be charged at the rates specified in the Proposal; each employee or contractor of Customer authorized by Customer to access and use the Services by Customer in accordance with the Agreement (collectively the "Authorized Users");
"Asset Maintenance Fees"
"Authorized User"
"Business Day"
"Confidential Information"
"Country"
"Currency"
"Customer"
"Customer Data"
"Documentation"
a day other than a Saturday, Sunday or public holiday in the Country when its banks are open for business;
all documentation, technical information, software, business information, feedback, pricing of the Services, reports issued from the Services, trade secrets or know how or other materials of a confidential nature disclosed by one Party to the other Party and in connection with these GToS;
means the country where Customeris situate, as country is specified in the Customer's address set out in the Proposal;
shall have the meaning specified in clause 17 above; the party (company or legal entity) entering into this Agreement either by its use of, or access to, the Services and/or signing a Proposal; the data entered into the Services by or on behalf of Customer; any document(s) made available to Customer by AMCS online via AMCS' website or such other web address notified by AMCS to Customer from time to time and all materials provided by AMCS, directly orindirectly, to Customer containing a description of, and the user instructions for, the Services as well as information about AMCS' Intellectual Property Rights and/or the Services, including but not limited to usage instructions, videos, online materials, writings, drawings, graphs, charts, photographs and other data compilations in any media whatsoever; General Terms of Service; USA & Canada (URL Rev: 220505) Confidential

AMCS' GENERAL TERMS OF SERVICE (SaaS)
"Data Processing Addendum"
or "DPA"
"Data Protection Legislation"
or "DPL"
"Effective Date"
"Extended Term"
"Fees"
"Hours of Coverage"
"Implementation Services"
"Initial Term"
'lntellectual Property Rights"
"Professional Services"
"Professional Services Fees"
"Proposal"
"Schedule"
"Services"
"Standard Contractual
Clauses" or "SCC"
"Support Services"
"Support Services Policy"
"Telematics Fees"
the terms on which Customer authorizes AMCS, and AMCS undertakes, to process Personal Data to provide the Services, which DPA is set out at Schedule 3 hereto and is incorporated into the Agreement by this reference; (a) the General Data Protection Regulation (EU 2016/679) and the Data Protection Act 2018 and any amendments thereto; and, (b) the terms " Controller", "Processor", "Data Subject", "Personal Data" and "processing" when used in this Agreement will have the meanings set out in the DPL;
that date specified in the Proposal (if no date is specified, the Effective Date shall be the date the Proposal is last signed or accepted by any 'click to accept' process by Customer);
each successive period of one (1) year;
a collective term forthe Subscription Fees, the Professional Services Fees and any other fees due from Customer to AMCS under a Proposal and/or these GToS; between the hours of 07:00 to 20:00 EST on a Business Day in the Country; the implementation services described in the Proposal and/or a Work Order; five (5) years from the Effective Date, unless expressly varied in a Proposal; any and all intellectual property rights of any nature, whether registered, registerable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights that subsistin computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the "look and feel" of a ny websites, and in each case all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these that may subsist anywhere in the world, in each case for their full term, together with any future rights and renewals or extensions; any consulting, Implementation and/or training services set out in the Proposal, Proposal or a Work Order and provided in accordance with the terms set out at Schedule 2 hereto and is incorporated into the Agreement by this reference; the fees payable by Customer to AMCS for any Professional Services, which fees shall be charged atthe rates specified in the Proposal, unless varied in a subsequent Proposa or any addenda thereto;
means any written document (which may be computer generated and could be referred to as, without limitation, an offer, an order form, a quotation, a proposal or some other designation) issued by AMCS to, and accepted by, Customer setting out the commercial and any other terms on which the AMCS' Services specified therein are offered to Customer;
any schedule referenced in the Proposal and/or these GToS; a collective term for AMCS' provision of the AMCS PlatformTM, AMCS Solution, Implementation Services, Professional Services, Support Services and such other services as are agreed between the Parties either in a Proposal, a Proposal, a Work Order or as otherwise agreed in writing signed by the Parties; those standard contractual clauses published under the General Data Protection Regulation (GDPR) setting out the minimum required terms for the transfers of personal data to European Union and non-European Union countries, which terms are set out as a Schedule to the Data Processing Addendum; AMCS' standard customer support services to be provided by AMCS to Customer on the terms of the Support Services Policy;
the terms on which AMCS will provide Support Services to Customer, which terms are set out at Schedule 1 hereto and is incorporated into the Agreement by this reference; the fees payable by Customer to AMCS for any Telematics Services, if purchased, which fees shall be charged at the rates specified in the Proposal; General Terms of Service; USA & Canada iURL Rev: 220505) Confidential Page 7 of 16 190
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"Telematics Services" the right to use the AMCS Telematics Device to collect data and to access, through a web-based portal, the performance metrics collected, and provided in accordance with the terms of use, as provided in the Proposal;
"Term" the Initial Term and any Extended Term;
"User Password" any encryption key(s), certificate(s), password(s), access code(s), user ID(s) or other login information provided to or used by Customer to enable Authorized Users to access and use the Services and the Documentation in accordance with this Agreement; "Virus" anything or any device (including any software, code, file or program) which may:
prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
"Vision AI Fees" the fees payable by Customer to AMCS for Vision AI Services, if purchased, which fees shall be charged atthe rates specified in the Proposal; 'Vision AI Services" hardware and software technology that leverages advanced Al machine learning and cameras to detect images within a continuous video of service events; "Work Order" a written record, signed by the Parties, setting out the terms on which Customer and AMCS agree that AMCS shall provide Professional Services to Customer.

19.2 Unlessthecontextotherwiserequires,wordsinthesingularwillincludethepluralandinthepluralwillincludethesingular.

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

Any phrase introduced by the words including, includes, in particular, or for example, or any similar phrase, will be construedasillustrativeandwillnotlimitthegeneralityoftherelatedgeneralwords. Referencestoclausesandschedules are to the clauses and schedules of these GToS. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

19.3 If there is an inconsistency between any of the provisions in these GToS and the Proposal, the provisions of the Proposal will prevail.

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AMCS' GENERAL TERMS OF SERVICE (SaaS)

SCHEDULE I

SUPPORT SERVICES POLICY

1.2 1.3

2.2 3

3.1 3.2

SERVICES
In consideration of and subiect to Customer's payment of the Subscription Fees, AMCS will during the Term provide the Support Services in accordance with the Agreement and this Support Services Policy. For clarity, Support Services do not include or replace Professional Services.

AMCS will provide Support Services for all Support Cases during the Hours of Coverage. Support Cases can be logged by Super Users 24/7/365 through the Customer Support Portal.

AMCS undertakes automated monitoring of the AMCS PlatformTM and will promptly address any system down issues identified by such monitoring, even if outside of the Hours of Coverage.

DEFINITIONS
"Customer Support Portal" means AMCS' on-line portal (https://www.amcszroup.com/company/global-customer- ) through which Customer can submit Support Case(s). ' "Super User" means an Authorized User who is also authorized by Customer to submit Support Case(s) on behalf of Customer.
"Support Case" means an incident reported by a Super User to AMCS requesting Support Services assistance. "Support Services" means provision of AMCS' standard support, break fix and update services (and shall not include any Premium Services, Customer requests or change requests).

LOGGING A SUPPORT CASE
Super Users may log Support Cases through the Customer Support Portal.

For PI Priority Code Support Cases only: Super Users may also submit any Pl Priority Code Support Case by telephone through the AMCS customer support helpdesk. For any Pl Support Case fogged during the Hours of Coverage AMCS will work on a 'work to completion' basis or, until a work-around is provided and/or the priority is lowered.

PRIORITY
The impact identified by the Customer when logging a Support Case will determine which of the following levels of priority ("F'riority CoJe(s)") will apply.

Priority
Code
Description
Pi Critical - The problem is impacting the majority of Users and/or Customer's clients, the Services (or significant Services functionality) is unavailable with no work around currently available.

P2 High - The problem is causing a serious business impact, impacting a significant number of Users and/or Customer's clients, performance and/or functionality of the Services is significantly degraded and there is no acceptable workaround currently available.

P3 Moderate - The problem is impacting only a small number of Users and/or Customer's clients and is causing only a minor business impact or is more serious but there is an acceptable workaround currently available

4.2 5

5.1 Support Casc Priority Codes may be adjusted at any time, depending upon impact to Customer.

TARGET RESPONSE TIME
Based on the Priority Code for the Support Case AMCS will respond to and commence work to resolve Support Cases within the response time stated below ("Target Response Time"). Save for Pl Priority Calls, Target Response Times are measured within tt e Hours of Cove 'age.

Priority
Code
Description Target Response Time
PI Critical 1 Hour
P2 High 4 Hours
P3 Medium 16 Hours

5.2 5.3
Once work to resol'ye the Support C.ise is commenced in acccrdance with the applicable Response Service Level set forth above, AMCS will work diligently and continuously (24x7x365 for Pl Priority Code Support Cases, and during Hours of Coverage for all other Support Cases) until a work around for the Support Case is provided or the Support Case is resolved.

Customer acknowledges that AMCS' ability to work continuously may be contingent upon AMCS' receipt of responses and/or feedback from Customer and that resolution of a Support Case may be delayed if Customer's response(s) and/or feedback are not provided in a timely manner.

SUPPORT CASE PROCEDURE
All Pl Priority Code Support Cases will be on a 'work to completion' basis or until a work-around is provided, whereupon the Priority Code will be lowered.

General Terms of Service; USA & Canada (URL Rev: 220505) Confidential

AMCS' GENERAL TERMS OF SERVICE (SaaS)

6.2 Super User shall provide a sufficiently comprehensive and clear description of the problem when submitting a Support Case including, to the extent applicable, details of the steps to reproduce the problem and copies of screenshots where appropriate.

6.3 Customer will provide timely responses to all reasonable requests for additional information in relation to the Support Case. Delays in providing requested additional information may delay the Support Case resolution timeline.

6.4 0nce the Support Case has been received, AMCS will confirm receipt and commence work in line with the applicable Target Response Time set forth in the table above. The most efficient way to submit or raise a case is via the Customer Support Portal. If a Support Case is raised via telephone, then AMCS will enter the Support Case (and each resolution) into the Customer Support Portal.

6.5 AMCS will investigate each Support Case in order of Priority Code and provide Customer event resolution path progression in accordance with the Priority Codes table above via the Customer Support Portal.

6.6 At any time, Customer can check the current status of a Support Case through AMCS' Customer Support Portal.

6.7 Iftheresolutionoption(s)arenotimmediatelyapparentAMCSwillprovidetheCustomerwithaplanofactioninresponse to the Support Case. Such plan of action will include a description of the required activities and assign appropriate responsibilities and timescales for each activity. In addition, but for Pl Priority Cases only, AMCS will communicate the plan of action to the Customer orally in the first instance.

6.8 AMCS will keep Customer apprised of the status versus plan of action for each open Support Case via the Customer Support Portal.

6.9 Closing a Support Case:

6.9.1 lfaSupportCaseisclosedbecauseithasbeensuccessfullyresolved,AMCSwillprovideadescriptionofthefinal solution to Customer within the Customer Support Portal.

6.9.2 If a Support Case has not been successfully resolved, then AMCS will not close the Support Case unless the issue is shown to be outside of AMCS' responsibility in which case AMCS may close the Support Case irrespective of whether Customer deems the issue is resolved.

6.9.3 If Customer considers that a Support Case has incorrectly been deemed closed by AMCS, Customer shall inform AMCS and provide a brief description of the outstanding issue(sl in which case AMCS will reopen the Support Case.

6.10 AMCSwillusereasonableendeavorstohavelocallanguagespeaker(s)availableduringtheHoursofCoverage. But,unless otherwise stated in the Agreement, the primary language of communications between AMCS and Customer will be English.
7 UPTIME

7.1 AMCS will use all reasonable efforts to ensure that the Services are available and functioning in accordance with its specifications for the Uptime.

7.2 "Uptime" means that the Services shall be available for ninety-nine point nine percent (99.9%) per annum. Uptime is calculated monthly by dividing the number of minutes in the applicable month during which the Services are available and functioning properly by the total number of minutes in such month.

7.3 UptimeshallexcludeanyperiodoftimethattheServicesarenotavailableforanyofthefollowingreasons:

7.3.1 AMCS is performing scheduled system upgrades, enhancements or routine maintenance. The timing of system upgrades etc will be coordinated with Customer for appropriate scheduling;

7.3.2 problems caused by defects in Customer Data as uploaded to the AMCS PlatformTM by Customer;

7.3.3 events of Force Majeure;

7.3.4 Customer's inability to access the internet that is not caused by AMCS;

7.3.5 suspensionofCustomer'saccesstotheServicesinaccordancewiththetermsoftheAgreement;

7.3.6 problemscausedbyCustomer'sorUser'suseoftheServiceswherethedefinedbusinessprocessisnotfollowed;

7.3.7 problems arising from Customer's third-party software or applications including any ISP problems;

7.3.8 problems caused by hardware provided by Customer; Business Continuity: AMCS provides an in-built disaster recovery plan with a guaranteed RPO of five (5) minutes and an RTO target of two (2) hours. Where used in this section: "RTO" or Recovery Time Objective means the time taken to reinstate the Service from time offailure; and, "RPO" or Recovery Point Objective is the point in time to which the Service will be recovered.

Backups: Databases are deployed with a thirty-five (35) day point-in-time restore capability. This ensures a snapshot of the database can be retrieved from any point over the preceding thirty-five (35) days. Long term backup retention is in place where backups are stored for up to ten (10) years.

Archiving: The extraction of specified Customer Data from the main database and placing it in an archive for future Customer access. The Customer Data to be archived along with the archiving strategy and the retention periods will all be agreed with Customer as part of the Implementation process.

Uptime Availability: AMCS implement Availability Tests to verify Uptime. Such Availability Tests continuously test the7.7

7.6 7.5

7.4 General Terms of Service; USA & Canada (URL Rev: 220505) Confidential

AMCS' GENERAL TERMS OF SERVICE (SaaS)
g.;

9.3 9.4

9.5 9.6

9.7 healthofeachenvironmentacrossmultiplegeographiclocations. AvailabilityTestsarecurrentlyautomaticallyconducted every five (5) minutes, mirroring that currently available from Microsoft. If Microsoft increase the frequency of the Availability Tests AMCS shall apply the such same increased frequency to the Availability Tests.

7.7.1 "Availability Tests" means the URL ping test and the multi-step web test, the Diagnostic Checks and the Regression Tests:

7.7.2 "DiagnosticChecks"reviewthefollowingConnectivity:betweenwebanddatalayer,toanyrequiredAPl's,and, to the Reports API and Server as well as version number verification between web a nd database components.

7.7.3 "RegressionTests"verifythatausercan:Iogintotheapplication,logintothecustomerportal,navigatetoeach area of the application, can perform a customer search and, if applicable, that a user can view jobs scheduled at a weighbridge and/or scalehouse.

EXCLUSIONS
AMCS will have no obligation to provide Support Services in connection with any Support Case caused or delayed by:

8.1.1 Customer'suseoftheServicesotherthaninaccordancewiththetermsofthisAgreement;

8.1.2 Customer's failure, inability or refusal to allow AMCS' Support Services personnel proper and uninterrupted access to the Services;

8.1.3 software or malware that has affected the customers infrastructure;

8.1.4 any defect or malfunction of the Customer's network systems and/or internet that is not due to any act or omission of AMCS;

8.1.5 use of the Services by any personnel of the Customer who have not been adequately and/or appropriately trained in its use;

8.1.6 Customer's refusal to allow the implementation of any bug fixes or updates previously provided by AMCS to Customer unless a reasonable objection to such implementation has been identified by Customer and accepted by AMCS;

8.1.7 the correction of any fault or problem which is not reported by the Customer to AMCS in accordance with the Support Case procedure; and/or,

8.1.8 either Party being subject to a Force Majeure event.

MISCELLANEOUS
If resolution of a Support Case requires a change to the AMCS PlatformTM and/or the Services AMCS will obtain written authorization (which may include email) to proceed from Customer. AMCS will test any new solution prior to release to Customer.

AMCS shall, through the Customer Support Portal, provide access to key business metrics including application perFormance, Services uptime, backlog, individual Support Case status etc.

The periodic management and performance review process and schedule will be tailored to Customer's requirements.

Such process and schedule will be finalized during the Implementation process and on-boarding of Customer.

Customer and AMCS may periodically review Support Cases undertaken by AMCS to identify if additional Customer training is required or whether Services changes would prevent similar problems occurring.

AMCS may, in its discretion, investigate the root cause of a Support Cases issue and if, as a result of such investigation, AMCS determine that the issue is due to a factor outside the control of AMCS then AMCS shall be entitled to recover from Customer the cost of such investigation at the quoted Professional Services rates.

Whilst Customer is encouraged to log requests for enhancements or significant changes to the Services, which are not relating to a defect or inherent error in the Services, or to request Professional Services, such requests are excluded from Support Services. If Customer wishes AMCS to provide such requested enhancements or changes, or to provide Professional Services, these will be delivered separately, as Professional Services, subject to the Parties first agreeing the parameters of the work required by Customer and the cost to be charged by AMCS in providing the same.

Any Professional Services purchased by Customer shall be provided on the Professional Services terms set out in this Agreement.

AMCS provide Support Services for only the then current version of the Services and one (1) prior release.

ESCALATION PROCEDURE
If the Customer is concerned that a request for Services has not been met as set out above, Customer may escalate the issue through the following levels of AMCS' organization:

Level 1 Support Team Lead on-call
Level 2 Support Manager on-call
Level 3 Regional Head of Customer Support

10.2 ContactdetiiilsfortheaboveshallbeprovidedtoCustomerduringtheon-boardingprocess.

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SCHEDULE 2

PROFESSIONAL SERVICES

1. 2.

3. 4.

5. 6.

12. 13.

Customer has agreed to purchase the Professional Services for Implementation Services as detailed in the Proposal.

Customer may purchase additional Professional Services from AMCS during the Term. AMCS reserve the right to outsource Professional Services.

Unless otherwise stated in a Proposal or Work Order, implementation and/or installation are not included. If required by Customer, these will be provided as Professional Services on a time and material basis.

Requests for Professional Services shall be made to AMCS in writing, including such information as is required to allow AMCS to consider, quantify and cost such Professional Services request. Where agreed, Professional Services shall be detailed in a Proposal or Work Order, including an estimate of the time and cost of providing such Professional Services.

If AMCS decline a request for Professional Services AMCS shall provide written notice to Customer advising that the Professional Services are not agreed and provide the reason(s) for such non-agreement. Customer may accept AMCS' Proposal or Work Order, as applicable, by signing and returning the Proposal or Work Order to AMCS within ten (10) working days of receipt, failing which the Proposal or Work Order shall be deemed withdrawn.

Professional Services are provided based on the following assumptions: (i) Customer will leverage the standard AMCS product workflows, printed outputs, templates and reports; (ii) Customer will accept and adopt AMCS' best practice business process recommendations and strive to adopt the default AMCS configurations; (iii) modifications to best practices will be limited to compliance with government or regulatory requirements; (iv) project and 'Hypercare' duration will be fixed periods, as stated in the Proposal; and, (v) training will be based on a 'Train the Trainer' model, wherein Customer will be responsible for training its end users.

Success of a Professional Services project is dependent upon Customer: (i) appointing a designated Project Manager, with an alternate, for the duration of the project; (ii) providing appropriate project resources, as identified during the plan phase of the project; (iii) providing timely data evaluation, to avoid project testing delays; (iv) providing timely review and sign-off of deliverables documents; (v) making timely decisions, so as to adhere to the agreed project schedule; (vi) achieving timely completion of data cleansing and provision to AMCS in the agreed format; (vii) undertaking acceptance and perFormance testing of the in-scope tasks in a timely manner; (viii) taking responsibility for provision of, and documenting, the test scenario's applicable to Customer's business needs a nd ensuring that comprehensive coverage for UAT is provided; (ix) attending and participating in design, planning and other agreed workshops; (x) performing all Customer tasks in accordance with the agreed project schedule; (xi) promptly providing AMCS with appropriate access to Customer's existing systems, environments and facilities, as required.

If a Change Request arises the Parties will discuss its implications, following which AMCS will provide a written proposal toCustomerincludingdetailsoftheimpactoftheChangeRequesttotheprice,timelineandscopeoftheproject. Unless Customer accepts such Change Request proposal within ten (10) working days (which acceptance may be by email) Customer will be deemed to have rejected the Change Request proposal. If the Change Request proposal rejected by Customer relates to a Customerinitiated Change Request, the project shall continue upon the existing scope and timeline.

If the Change Request proposal rejected by Customer relates to circumstances beyond the control of the Parties and AMCS is unable to continue the project within the existing price, timeline and scope then AMCS will pause the project until an acceptable compromise is reached by the Parties. Each Change Request proposal agreed between Customer and AMCS shall form part of this Agreement. Where used herein a "Change Request" means any change to the scope or timeline of a project whether arising from a Customer request for changes or due to circumstances beyond the control of the Parties.

Professional Services within a Proposal or a Work Order are an estimate, actual costs may vary.

AMCS shall invoice Professional Services monthly in arrears.

On-site Professional Services are provided between 9:00am and 5:00pm at Customer's site, excluding weekends and public holidays ('{ocal hours"). If requested by Customer, work performed or travel required outside of local hours whether on-site or remotely will be invoiced at one point five (1.5) times the standard Professional Services rates. Work performed or travel required at weekends or during public holidays will be invoiced at two (2) times the standard Professional Services rates.

Professional Services provided remotely will be provided during the local office hours of the assigned AMCS employee.

AMCS will use reasonable efforts to carry out the Professional Services which are provided on a time and materials basis and 'as is'.

Professional Services do not include expenses, Customer shall reimburse AMCS for any reasonable and properly incurred out of pocket expenses relating to AMCS' provision of Professional Services which may include travel time to and from Customer's site, lodging, meals, telephone, and shipping, as may be necessary in connection with performance of the Professional Services duties under this Agreement by AMCS.

If Customer makes any changes to, postponement or cancellation of, Professional Services after the AMCS has arranged General Terms of Service; USA & Canada (URL Rev: 220505) Confidential Page 12 of 16 195
AMCS' GENERAL TERMS OF SERVICE (SaaS)
travel will result in a charge to Customer of one hundred percent (100%) of the travel costs and fifty percent (50%) of the personnel costs.

General Terms of Service; USA & Canada (LIRL Rev: 220505) Confidential

AMCS' GENERAL TERMS OF SERVICE (SaaS)
SCHEDULE 3

DATA PROCESSING AGREEMENT
I Definitions
"AMCS Companies"
"Data Protedion Legislation"
"Product(s)"
"Purposes"
"Services"
"Third Party Processors"
means Advanced Manufacturing Control Systems Limited and any corporation more than fifty percent (50%) owned by Advanced Manufacturing Control Systems Limited provided such corporation is resident within the European Economic Area;
means:
(a) the General Data Protection Regulation ((EU) 2016/679} ("GDPR"I the Data Protection Act 2018 and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in AMCS's jurisdiction; and
(b) the terms "Data Controller", "Data Processor", "Data Subject", "Personal Data" and "processing" when used in this Agreement will have the meanings set out in the Data Protection Legislation.
means AMCS' product(s) supplied (either as a cloud based product or delivered as an on-premise product where applicable) to Customer under the terms of the Agreement.
means those listed in Annex 1.
means (i) where the Product(s) are provided and operate in the cloud, any automated processing by the Product(s) and AMCS' provision of support services and/or professional services or (ii) where the Products are provided and operate on-premise, AMCS' provision of support services and/or professional services, and as each are more specifically described and defined in the Agreement.
means those third parties listed in Annex 1 and any that Customer subsequently consents to, in writing.

2.2 3

3.1 3.2

3.3 3.4
Effect of Addendum
To the extent that the Agreement contains any terms or conditions concerning Data Protection Legislation, this Addendum replaces any such terms or conditions.

This Addendum constitutes an amendment to the Agreementin accordance with its terms and forms a part of it. All other provisions of the Agreement shall remain in full force and effect.

Data Protection
Both Parties will comply with all applicable requirements of the Data Protection Legislation.

The Parties acknowledge that for the purposes of the Data Protection Legislation: (i) where the Product(s) are provided and operate in the cloud, Customer is the Data Controller and AMCS is the Data Processor and (ii) where the Product(s) are provided and operate on-premise, Customer is both Data Controller and Data Processor, whilst AMCS is the Data Processor to the extent Customer seeks the Services.

Customer authorizes AMCS to process Personal Data to provide the Services in accordance with the Agreement and Annex 1 hereto and AMCS shall process Personal Data for such purposes in compliance with Data Protection Legislation.

Without prejudice to the generality of clause 3.1, AMCS will, in relation to any Personal Data processed in connection with the performance by AMCS of its Services obligations under the Agreement:

3.4.1 processthatPersonalDataforthePurposes,onlyinaccordancewiththetermsoftheAgreementandanywritten instructions of the Data Controller;

3.4.2 ifAMCSisrequiredbythelawsofanymemberstateoftheEuropeanUnionorbythelawsoftheEuropeanUnion applicable to AMCS ("Applicable Laws") to process such Personal Data for other purposes, promptly notify Customer of such other purposes before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Processorfrom so notifying Customer;

3.4.3 subject to clause 3.4.2, not disclose any Personal Data to any third party without the prior written consent of Customer;

3.4.4 ensure that it has in place appropriate technical and organizational measures, to protect against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technologica General Terms of Service; USA & Canada (URL Rev: 220505) Confidential

AMCS' GENERAL TERMS OF SERVICE (SaaS)

4.2 4.3

4.4 development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymizing and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organizational measures adopted by it);

3.4.5 ensure that all AMCS' personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

3.4.6 not transfer any Personal Data outside of the European Economic Area unless with the prior written consent of Customer and the following conditions are fulfilled:
(i) Customer or AMCS has provided appropriate safeguards in relation to the transfer; (ii) the Data Subject has enforceable rights and effective legal remedies; (iii) AMCS complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) AMCS complies with reasonable instructions notified to it in advance by Customer with respect to the processing of the Personal Data;

3.4.7 assistCustomer,atCustomer'scost,inrespondingtoanyrequestfromaDataSubjectandinensuringCustomer's compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

3.4.8 notify Customer without undue delay on becoming aware of a Personal Data breach;

3.4.9 atthewrittendirectionofCustomerdeleteorreturn(inthatformatspecifiedintheAgreementorasisproduced by using the Product's standard data export facilities) Personal Data and copies thereof to Customer on termination of the Agreement unless required by Applicable Laws to store the Personal Data;

3.4.10 maintain complete and accurate records and information to demonstrate compliance with this clause 3 (including but not limited to contractual arrangements for the transfer of Personal Data outside the EEA) and allow for audits by Customer or Customer's designated auditor in accordance with the audit provision of the Agreement; and,

3.4.11 comply with all reasonable requests of Customer resulting from any such audit described in clause 3.4.10.

Appropriate Safeguards
AMCS will not appoint any third-pa rty processor of Personal Data under the Agreement, without Customer's prior written consent. Customer hereby consents to the Third-Party Processors processing Personal Data for the Purposes listed in Annex 1 which may include the transfer of Personal Data to such Third-Party Processors.

Where Customer provides consent pursuant to clause 4.1 AMCS has entered, or will enter, into an agreement with such Third-Party Processorincorporating terms which are substantially similar to those set out in clause 3.4.

As between Customer and AMCS, AMCS shall remain fully liable for all acts or omissions of any Third-Party Processor appointed pursuant to this clause 4.

In the event of any loss or damage to Customer Data, Customer's sole and exclusive remedy will be for AMCS to use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by AMCS in accordance with the archiving procedure described in its Back-Up Policy.

Annex I
Processing, Personal Data and Data Subjects
1 Processing by the Provider

1.1 Scope: AMCS may act as a Data Processor in fulfilling the following:

1.1.1 standard day to day processing of Customer data for AMCS Cloud based Products

1.1.2 delivering AMCS Product solutions to Customer

1.1.3 software maintenance and resolution of issues

1.2 Purpose of processing: AMCS will process data for the following reasons:

1.2.1 Provision of SaaS Services: Where AMCS' SaaS Products operate in the cloud, these products host and process data on behalf of Customer using AMCS developed applications.

1.2.2 ServicesDelivery:DuringdeliveryofAMCSsolutionstoCustomer,itmaybenecessarytoprocessdata on behalf of Customer, which could include:

1.2.2.1 migration of data to AMCS solution database. This could be from one customer database to another. Such database may be located either in the Cloud or on the Customer's premises.

1.2.2.2 testingoftheProductpriortogolive.

General Terms of Service; USA & Canada (URL Rev: 220505) Confidential

AMCS' GENERAL TERMS OF SERVICE (SaaS)

1.2.2.3 assisting Customer with first runs of key business processes, if required.

1.2.2.4 debugging of solution prior to Customer sign off.

1.2.3 Software Maintenance: In order for AMCS to deliver software maintenance services, there will be occasions when AMCS will require access to, and may process, Personal Data in order to satisfactorily resolve issues that arise. Maintenance services may include:

1.2.3.1 caseresolution-resolvingcustomerissuesthatmayoccurduringtheuseoftheProduct. +.2.3.2 upgrading Product - It is important that product version be kept up to date and software support teams may need access to data in the product upgrade process.

1.2.3.3 dataarchiving-lnordertomaintainaperformingproduct,itwillbenecessarytoarchivedata that is no longer required for immediate day to day processing, but may be required to retain forbusinessreasons. lnprovidingthisserviceAMCSsoftwaresupportteamsmayneedaccess to data in the Product.

1.3 1.2.3.4 performing complex configuration or changes - Some changes to Customer's services or pricing will require assistance of AMCS software support teams. In delivering this service the AMCS software support teams may need access to data in the Product.

1.2.3.5 Developing solutions, features or reports.

Duration of the processing:

1.3.1 The duration of processing will vary depending on the task or service being delivered but data will only be retained for as long as is necessary to perform and deliver services.

1.3.2 The data that is processed in SaaS products where data is stored in the cloud is retained on behalf of the Data Controller. The Data Controller will determine how long that this data is retained for.

1.3.3 lfitisnecessarytocopydatainordertoperformmaintenancesupport,thedatawillbedeletedassoon as the support task has been completed and verified by the customerin accordance with AMCS" policies and procedures.
2 3
4 Types of Personal Data
The Product requires certain Personal Data for effective operation of Customer's business. Such data allows Customer to manage their customers, and to deliver the products and services their customers purchase. The types of personal data that may be processed by AMCS include:

2.1 Name

2.2 Address

2.3 Phone Numbers

2.4 Email Addresses

2.5 Bank Details

2.6 GPS coordinates
Categories of Data Subject
The data subjects that AMCS may access or collect data on are as follows:

3.1 Customer: During the course of day to day operations AMCS will have access to Personal Data for the Customer personnel with whom they engage. Correspondence with such personnel would typically be retained to document delivery of Services.

3.2 Customer's customers: The companies and individuals who subscribe to the Customer's products and services, which customer data is entered into the Product in the course of providing such products and services.

Approved Third Party Processors:

4.1 AMCS Companies

4.2 iLand - global cloud service provider

4.3 Microsoft Azure - global cloud service provider

4.4 DSRC (UK) Limited and Data Software Research Company Private Limited (India) - software development services
Geotab (Canada) - vendor of computerized information services Edge R&D, LLC (USA) - professional services consultant For All IT (FAIT) - software delivery partner. Cloud service provider Dariusz Siwek Logistics (Poland) - software support and development services General Terms of Service; USA & Canada (URL Rev: 220505) Confidential Page 16 of 16 199
eflYMasaataysomcc Item No. 9
MAY ! 7 2023
6A4rr-
Cig of South Gate

CITY COUNCIL

AGENDA BULL
For the Regular Meeting of: May 23,2023
Department Head:

Cervantes
Department: Public Works
City Manager.'
SUBJECT: AGREEMENT WITH PIPE TEC, INC. FOR CLOSED CIRCUITTELEVISION INSPECTION SERVICES OF THE CITY'S SANIT ARY SEWER SYSTEM PURPOSE: To award an Agreement to Pipe Tec, Inc. ("Pipe Tec") to perform closed circuittelevision inspection (CCTV) services on the City's sanitary sewer system to review its conditionto meet the requirements of the State Water Resources Control Board and the City's SanitarySewer Management Plan.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving an Agreement with Pipe Tec, Inc., for a 3-year term to perform CCTVinspections services of the City's sanitary sewer system for an amount not to exceed$347,000; and b. Authorizing the Mayor to execute the Agreement in a form acceptable to the City Attorney.

FISCAL IMPACT: There is no impact to the General Fund. The Agreement is in the amount of$347,000 which will be funded with Sewer Funds over a 3-year period, as summarized below.

Service Year i Contract Amount Sewer Funds
Year l II $147,000 FY 2022/23 Public Works Budget
Year 2 II $100,000 FY 2023/24 Public Works Budg- etjYear3 ' $100,000I FY 2024/25 Public Works Budg-et ANALYSIS: On May 2, 2006, the State Water Resources Control Board adopted a StatewideGeneral Waste Discharge Requirements (' WDR') and Monitoring Program by issuing Order No.2006-003-DWQ that requires owners and operators of sanitary sewer systems to adopt a SanitarySewer Management Plan ("SSMP"). Under the SSMP, sanitary sewer systems are required to bevisually inspected to reduce the potential for sewage overflows and leaks. The City's SSMPrequires inspecting the sewer system on a 10-year cycle thereby requiring 10% of the sanitarysewer system to be inspected annually. In the next three years, 35% of the sewer system will beinspected under the proposed contract which includes an additional 5% to perform work thatwas not completed this fiscal year. The proposed contract is to complete inspections for yearsthree to six of the 10-year cycle. 1 200
The bid received from Pipe Tec was in the amount of $298,440. It provides $244,440 for CCTVinspection services,, $32,000 for Siphon Inspection & Cleaning; and $22,000 for emergency services. The proposed contract is in the amount of $347,000 as summarized in the following page. Services were increased to provide an additional budget of $1,260 for Siphon Inspection & Cleaning services and $47,300 for emergency response services to match the City's annual budget of $100,000. The annual contract has historically included $25,000 for annualemergency response services which the proposed contract amount provides.

Contract Proposal Summary
CCTV Linear Feet Cost
Proposal
Number of Siphon
Inspection & Cleaning
Cost
Proposal
Emergency
Response
Cost
Proposal
Total
Year 1 CCTV 126,000 LF 5ug7oo 10 Hours S8,000 *"35 Hours *"'S19,300 S147,000 Year 2 CCTV 63,000 LF !>61,740 *16.5 Hours $513,260 **45.5 Hours ""'625,000 5ioo,oooYear 3 CCTV 63,000 LF 963,000 15 Hours !>12,000 **45.5 Hours **5:>s,ooo SIO0,000 5347,000* Increa=ed service hours by l !/i ho-irs and proposed contract amount by El,260, at the bi'j rate.** Increased service hours by 126 hours and proposed contract amount from $22,000 to $69,300, at the bid rate.

BACKGROUND: The City's sanitary sewer system is comprised of 119 miles of sewer mains (with 6-inch to 33-inch diameters), 2,444 manholes and 19,533 service laterals. TheCity's sewer mains discharge into trunk sewers owned and operated by the County SanitationDistrict of Los Angeles County. Management and operations of the sewer system are regulatedby the state under the SSMP, which requires visual inspections of the sewer system. Staff is recommending that the City Council award a service agreement to procure a contractor withthe experience and expertise to provide CCTV inspections services.

On March 2, 2023, a Request for Proposals ("RFP") for CCTV inspection services was advertisedpublicly in the South Gate Press. On March 23, 2023, four proposals were received and are listedbelow:

Name
Pipe Tec, Inc.

National Plant Services
Empire Pipe Cleaning & Equip.

Downstream Services, Inc.

Proposed Fees for Three-Year Contract
$298,440
$433,520
$446,300
$770,790
The proposals were evaluated and ranked by a panel consisting of the Interim Field Operations Manager, Street and Sewer Superintendent, and Interim Street Foreman. The evaluation weighedfactors such as experience, costs, safety records, references, familiarity with City maintenance standards, etc. Based on the evaluation, National Plant Services received the highest ranking basedon the criteria established by the RFP. National Plant Services' proposal was above the City'sbudget under which 15% of the sewer system would not be funded for inspection. Further, theirfees were $135,080 more than the lowest fee proposal received. Staff negotiated with NationalPlant Services to lower their fees to meet the City's annual cleaning and inspection requirements and the lowest proposed contractor's fees. National Plant Services was unable to substantially lower fees to meet the City's requirements; therefore, staff recommends the contract be awarded to the lowest proposer, Pipe Tec, Inc. Their proposal meets the scope of work requirements and 2 201
the City's budget.

The scope of work includes sewer main cleaning and video inspections, preparing reports, and record keeping. It also includes, (a) as needed emergency services, (b) removing roots, grease, silt, and debris from sewer lines, (c) vacuum truck cleaning and jetting, (d) power bucketing and troubleshooting, and (e) spot video inspections. For emergency callouts, the contractor will be available 24 hours a day, 7 days a week, and will respond to emergencies within a 2-hour period.

Pipe Tec is a general contractor that works in engineering construction and infrastructure improvements, and specializes in underground utilities including sewer, storm drain, and trenchless pipeline installation. Located in Baldwin Park, CA, Pipe-Tec exhibits the capability and experience to provide the needed services. They have delivered over 200 public works projects of varying size and scope since 1998. Pipe Tec has been in the business for over 20 years. They have similar contracts with the cities of Los Angeles, City of Anaheim, and Redondo Beach.

ATTACHMENT: Proposed Agreement (and Exhibits A and B) CC:lc
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Attachment A

AGREEMENT FOR SANIT ARY SEWER MAIN CLOSED-CIRCUIT

TELEVISION (CCTV) INSPECTION SERVICES BETWEEN THE CITY OF SOUTH GATE AND PIPE TEC, INC.

This Agreement for Sanitary Sewer Main Closed-Circuit Television (CCTV) Inspection Services ("Agreement") is made and entered into on May 23, 2023, by and between the City of South Gate, amunicipal corporation ("City"), andPipe Tec, Inc., LicenseNo. 987784, a Californiacorporation ("Contractor"). City and Contractor are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."

RECIT ALS
A. City is the owner of certain facilities more particularly identified in this Agreement below and in the Exhibits attached hereto.

B. Contractor has represented and does hereby represent to the City that Contractor has the requisite skills, knowledge, qualifications, manpower and expertise to clean those facilities, and Contractor does hereby offer to perfortn CCTV services with respect thereto, as more particularly identified below in this Agreement and in the Exhibits attached hereto.

C. The City is willing to accept that offer, subject to the terms and conditions of this Agreement.

Now, therefore, the City and Contractor hereby agree as follows:

AGREEMENT

1. Engagement and Scope of Work. The City hereby engages the Contractor, and the Contractor accepts such engagement, to perform the CCTV services ("Work") identified on Exhibit "A", attached hereto. The locations at which such Work is to be performed ("City Facilities") are also identified on Exhibit "A" and the City's and the City's Request for Proposal attached hereto. The Work shall include all the terms and conditions of Contractor's proposal dated , 2023 ("Proposar') and the City's Request for Proposal, which shall be attached as part of Exhibit "A" and which is incorporated herein by this reference; provided, however, that to the extent the Proposal conflicts with anything else in this Agreement, the terms of this Agreement shall control.

Compensation Payable by City to Contractor. The maximum amount of compensation to be paid to the Contractor hereunder shall not exceed Three Hundred and Forty- Seven Thousand Dollars ($347,000), which shall be full compensation for the Work. A more detailed description of the compensation payable to Contractor hereunder, including unit prices, monthly payments, and/or other information, conditions, and limitations, is set forth on the Cost Proposal attached hereto as Exhibit "B". Except as may be specifically set forth in Exhibit "B" or approved by the City on a case-by-case basis, Contractor shall not be paid hereunder for any travel time in the performance of the Work. Except as otherwise provided in Exhibit "B", on or before the twentieth (20'h) day of each calendar month following the commencement of the 203
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Work, Contractor shall file its request for payment, accompanied by evidence satisfactory to the City justifying the request for payment, including a report of Work accomplished and task completed in the previous month, and an itemization of eligible expenses with copies of receipts and invoices. If, a:[ter review by the City, the Work is found to be unacceptable, Contractor, at its expense, shall expeditiously correct such unacceptable Work. If Contractor fails to correct unacceptable Work, the City may withhold from any payment due an amount that the City reasonably believes will equal the cost of correcting the Work. Subject to the City's right to reject all or any part of the charges set forth in such invoice as provided herein, the City shall pay the Contractor amount of such invoice within thirty (30) days of receipt and approval of such invoice.

3. Term of Agreement. The term of this Agreement ("Term") shall be for a period of 3-years, commencing May 23, 2023, through and including May 22, 2026, unless terminated sooner pursuant to the provisions of Sections 8.4, 13, 14 or 15, below. This Agreement shall not be automatically renewed or extended; performance by Contractor of any Work following said ternnination date shall be prohibited, and Contractor shall not be entitled to compensation therefore, in the absence of a written agreement pertaining to such additional Work executed by the City and Contractor pursuant to Section 18.10.

2. Commencement of the Work. The execution and delivery of this Agreement by the City and Contractor does not constitute an authorization for Contractor to proceed with the Work. Contractor shall commence performance of the Work within seven (7) days after the City issues to Contractor a written notice, signed by the City's Director of Public Works ("Director"), instructing Contractor to proceed with the Work. Contractor represents and warrants to the City that Contractor will be able to commence the Work within that time in compliance with all requirements of this Agreement, including without limitation those set forth in Sections 6, 7 and 8 below.

3. Inspection of Work. The Director and his designees shall have the right to review and inspect the Work performed by Contractor hereunder at any and all times, with respect to the quality of the Work and Contractor's conformance to the terms of this Agreement, pursuant to the City's established review and approval procedures as the same may be amended from time to time.

Without limiting the City's rights under Section 2 above, if the Director or his designee determines as a result of any such inspection that any aspect of the Work is unsatisfactory for any reason (including without limitation failure to meet the performance standards specified in Section 8 below), then Contractor shall promptly correct the Work at no additional cost to the City.

4. South Gate Business License. Without limiting the generality of Section 8 below, Contractor shall obtain a City of South Gate business license before performing any Work under this Agreement.

5. Performance Standards and Requirements. Contractor shall perform and complete the Work promptly, diligently, and in a maru'ier satisfactory to the City. Contractor shall furnish all equipment, tools, materials, labor and other services necessary to fully and adequately perform the Work and shall pay all applicable fees and expenses associated therewith. Contractor 204
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and its subcontractors shall perform all acts required to complete the Work under this Agreement (i) in a skillful and workmanlike manner, (ii) consistent with the standards generally recognized as being employed by other companies in the State of California, and (iii) in accordance with all federal state and local laws, regulations and ordinances applicable to the operation of Contractor's business and to its performance of the Work under this Agreement. Contractor warrants that (a) all of its employees and subcontractors shall have sufficient skills and experience to perform those portions of the Work assigned to them, (b) they shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, and (c) such licenses, permits, qualifications and approvals shall be maintained throughout the Term of this Agreement.

6. Independent Contractor. In performing its duties hereunder, Contractor shall at all times act as an independent contractor. Contractor shall complete the services required of it hereunder according to its own means and methods of work, which shall be in the exclusive charge and control of Contractor and not subject to the control or supervision of the City except as to the results of the work and except as otherwise specifically set forth in this Agreement. In no event shall Contractor have any authority or power under this Agreement to incur any debt, obligation or liability on behalf of the City. Neither Contractor nor its employees are employees of the City, and nothing in this Agreement shall render Contractor an employee, partner, agent of, or joint venturer with the City for any purpose. Neither Contractor nor its employees shall represent themselves as employees of the City. Personnel employed or subcontractors retained by Contractor shall not acquire any rights or status regarding the City. Neither Contractor nor its employees shall have any claim against the City hereunder or otherwise for salary, vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Contractor is responsible for complying with all obligations of an employer imposed under federal or state law.

The City shall not withhold Social Security and Medicare taxes from any payments made to Contractor hereunder, nor shall the City make any such payments on Contractor's behalf. The City shall not make state or federal unemployment contributions on Contractor's behalf or withhold state or federal income tax from Contractor's payments hereunder. Contractor shall pay all applicable taxes related to the performance of services under this Agreement including all federal, state or local income, Social Security, Medicare, and self-employment taxes. Contractor will also pay all unemployment contributions for its employees related to the performance of services under this Agreement. Neither Contractor nor its employees or contractors are eligible to participate in any employee, pension, health, vacation pay, sick pay or other fringe benefit plan of the City.

Contractor shall complete and submit to the City an IRS Form W-9 and acknowledges that the City will issue to Contractor an IRS Form 1099 for non-employee compensation for all payments for the Work rendered hereunder. Contractor agrees to indemnify and hold the City harmless from and against any and all liability arising from any failure of Contractor to pay any income or other tax when due on account of the compensation paid to Contractor by the City hereunder (and Contractor's obligation to indemni'fy the City under this Section 9 shall survive the expiration or sooner termination of this Agreement).

7. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, sexual 205
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orientation, disability or other handicap, age, marital/familial status, or status regarding public assistance. Contractor will take affirmative action to ensure that all employment practices, including those of any subcontractors retained by Contractor to perform services under this Agreement, are free from such discrimination. Such employment practices include but are not limited to hiring, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall include the foregoing non-discrimination provisions in all solicitations or advertisements placed by or on behalf of Contractor for personnel or subcontractors to perform any services under this Agreement. Upon written request, the City shall have right to inspect and have access to all of Contractor's (and its subcontractors') documents, data and books and records for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section 8. Contractor agrees that all applicable provisions of Executive Order No. 11246 shall be incorporated into this Agreement by this reference. A copy of Executive Order No. 11246 is available to Contractor for inspection and on file with the City's Public Works Department.

8. Contractor's Representations and Warranties. In addition to the -other representations and warranties set forth elsewhere in this Agreement, Contractor hereby represents and warrants to the City as follows:

8.1 Familiarity with Work. Contractor has thoroughly investigated and considered the scope of services to be perfoimed hereunder, has carefully considered how that Work should be performed, and understands the circumstances which may restrict or otherwise impact Contractor's performance of the Work under this Agreement.

8.2 Site Inspection. Contractor has visited each of the City Facilities where the Work is to be performed and is fully acquainted with the conditions existing at such sites.

8.3 No Solicitation. Contractor has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement.

8.4 No Fees, Commissions, Gifts or Other Consideration. Contractor has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the execution of this Agreement. Upon such breach or violation of this warranty, the City shall have the right, in its sole discretion, to terminate this Agreement without further liability, or, inthe alternative, to deduct from any sums payable hereunder the full amount or value of any such fee, commission, percentage or gi:[t.

8.5 No Conflict of Interest by City. Contractor has no knowledge that any officer or employee of the City has any interest, whether contractual, non-contractual, financial, proprietary, or otherwise, inthis transaction or inthe business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time, a complete written disclosure of such interest will be made to the City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws.
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8.6 No Conflict of Interest by Contractor. Upon execution of this Agreement, Contractor has no interest, direct or indirect, in any transaction or business entity which would conflict with or in any manner hinder the performance of Work required by this Agreement, nor shall any such interest be acquired during the Term of this Agreement.

9. Non-Exclusivity. The City does not warrant to contract-exclusivity with a single contractor to perform the type of services which Contractor is performing under this Agreement.

As such, Contractor may not be the only company providing services to the City. The City reserves the right to enter into similar contracts with third parties for services in areas of the City other than the City Facilities identified in Exhibit "A" which are the subject of this Agreement.

10. No Assignment. Contractor shall not assign, delegate, or subcontract or assign its duties or rights hereunder, either in whole or in part, without the prior written consent of the Director, which may be granted, conditioned or withheld by the Director in his sole and absolute discretion. This prohibition shall not apply to subcontracts and subcontractors identified by Contractor to the City in connection with any formal bid documents submitted by Contractor to the City in connection with the City's award of this Agreement to Contractor. Any proposed delegation, assignment or subcontract shall provide a description of the services to be covered, identification of the proposed assignee, delegatee or subcontractor, and an explanation of why and how the same was selected, including the degree of competition involved. Any proposed agreement with an assignee, delegatee or subcontractor shall include both (a) the amount involved, together with Contractor's such cost or price; and (b) a provision requiring that any subsequent modification or amendment shall be subject to the City's prior written consent. Any assignment, delegation or subcontract shall be made in the name of Contractor and shall not bind or purport to bind the City and shall not release Contractor from any obligation under this Agreement including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, delegatees and subcontractors. No such assignment, delegation or subcontract shall result in any increase in the amount of total compensation payable to Contractor under this Agreement.

11. Public Employees Retirement System. Notwithstanding any other local, state or federal policy, rule, regulation, law or ordinance to the contrary, neither Contractor nor any of its employees, agents or subcontractors shall qualify for or become entitled to - and each hereby agrees to waive any claims to - any compensation, benefit or incident of employment by the City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of the City and entitlement to any contribution to be paid by the City for employer contribution and/or employee contributions for PERS benefits. Without limiting the generality of Section 17 below, if Contractor or any employee, agent or subcontractor of Contractor claims (or is determined by a court of competent jurisdiction or by PERS) to be eligible for enrollment in PERS as an employee of the City, then Contractor shall indemnify, defend (using counsel acceptable to the City) and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents or subcontractors, as well as forthe payment of any penalties and interest on such contributions which would otherwise be the responsibility of the City.

12. Insurance. During the Term of this Agreement, Contractor shall at its expense maintain in .tull force and effect policies of insurance as required by Sections 15.2, 15.3 and 15.4 207
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below and also, if required by the City, policies of insurance as required by Section 15.1 below:

12.1 Property Damage/Casualty Insurance. Depending on the nature of the City Facilities which are the subject of this Agreement, the City may require a policy or policies of insurance covering loss or damage thereto, in amounts deemed necessary by the City to cover the full replacement cost of those City Facilities. Said insurance shall provide protection against all perils typically included within the classifications of "all-risk", "fire legal liability", and "personal injury" insurance.

12.2 Liability Insurance. Liability, bodily injury, personal injury and property damage insurance with a combined single limit of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the annual aggregate, insuring against any and all liability of the insured with respect to the Contractor's performance of (or failure to perform) its obligations under this Agreement. Each such policy shall be in the form of an Insurance Services Office ("ISO") Commercial General Liability Insurance policy, an ISO Comprehensive General Liability Insurance policy with Broad Form General Liability endorsement, or in any similar, commercially reasonable form. Without limiting the scope of coverage to be provided thereby, all such insurance shall specifically insure Contractor's performance ofthe indemnity provisions contained in Section 19 below as to liability for injury to or death of persons and injury or damage to property.

12.3 Worker's Compqnpa0ion In5ur4nge. Workers' Compensatron Insurance asrequired by California law. This insurance must include (in the policy itself or by endorsement) a Waiver of the Right of Subrogation for General Liability against the City.

12.4 Automobile Liability Insurance. Automobile Liability Insurance, including owned, non-owned and hired vehicles, with at least the following limits of liability:
(a)Primary Bodily Injury with limits of at least $1,000,000 per person, $2,000,000 per occurrence, and (b) Primary Property Damage of at least $1,000,000 per occurrence

12.5 Qualifications of Insurers. Each policy shall be issued by an insurance company having a "Best's Rating" of at least A and having a "Financial Size Categories" rating of at least VIII in the most current edition of "Best's Insurance Reports" issued by A.M. Best Company. In addition, eachpolicy shall be issued by an "admitted" insurance company (i.e., one that is qualified and licensed to do business in the State of California).

12.6 CitytobeNamedasAdditionalInsuredParty. Allpolicies(otherthanworker's compensation insurance policies) must include an Additional Insured Endorsement (CG 20 10 11 85) naming the City and its agents as an additional insured on the applicable insurance coverage with respect to the City's and its agent's interests under this Agreement.

12.7 Primary Insurance. Insurance obtained pursuant to this Section 15 shall be primary insurance, and other insurance (if any) maintained by the City shall be excess of Contractor's insurance and shall not contribute with the insurance required hereunder.

12.8 Blanket Policies. Any or all policies to be obtained by Contractor hereunder may, 208
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at Contractor's option, be provided under a separate policy covering only the items and matters tobe insured under this Agreement, or included in one or more blanket policies covering not onlythose items and matters but also additional property and matters owned or otherwise insuredby Contractor. All such combined or blanket policies must, however, comply with each andevery provision of this Sectionl3.

12.9 Restrictions on Cancellation and Reduction. Each insurance policy requiredhereunder shall specify that the insurance company issuing the policy will give the City at leastthirty (30) days' written notice prior to the effective date of (a) any cancellation, interniption orlapse of coverage, and (b) any reduction in the amount, type or extent of coverage.

12.10 Waivers of Subrogation. The parties release each other from any claims fordamage to any person or property, and to the fixtures, personal property, improvements, andalterations thereon, that are caused by or result from risks insured against under any insurancepolicies carried by Contractor and in force at the time of any such damage. Furthermore, eachinsurance policy obtained hereunder shall provide that the issuing insurance company waives allrights of recovery by way of subrogation.

12.11 Verification of Coverage. Prior to or concurrent with Contractor's execution and delivery of this Agreement, and not later than thirty (30) days prior to the expiration of any insurance policy carried hereunder (with respect to policies which will replace said expiring policies during the Term of this Agreement), Contractor shall deliver to the City original certificates of insurance and amendatory endorsements evidencing and effecting insurance coverage required hereunder. All such certificates and any endorsements pertaining to the insurance coverage required hereunder shall be signed by a person authorized by the insurer tobind coverage on the insurer's behalf, and shall be on forms provided or approved by the City. In no event shall Contractor commence any construction, demolition, grading or other work relative to the Improvements until all evidences of insurance coverage required under this paragraph have been delivered to the City as required hereby. The City shall have the right, at any and all times, to require Contractor to provide the City with complete copies of any and all policies of insurancethat Contractor is required to maintain hereunder, and Contractor shall deliver such copies to theCity not later than ten (10) days following such request.

12.12 Form of Policies. All insurance policies required hereunder shall be in a formacceptable to the City and its agents; and shall include those endorsements which are necessary toextend coverage which is appropriate to the nature of this Agreement.

12.13 Policy Limits Do Not Limit Contractor's Liability. The minimum limits ofpolicies of insurance required of Contractor under this Agreement shall in no event limitContractor's liability under this Agreement.

13. Termination for Convenience. The City may terminate this Agreement at any time, with or without cause, upon sending a written notice of termination to Contractor (the"Termination Notice") that specifies a termination date (the "Early Termination Date") at least thirty (30) days after the date of the Termination Notice. Upon receipt of the '[ermination Notice, Contractor shall acknowledge receipt to the City in writing and take all steps necessary to cease all /O 209
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Work in a reasonable and orderly manner by no later than the Early Termination Date; provided, however, that any Work performed a:tter the Early Termination Date that is reasonably necessary to terminate the Work in an orderly manner must be specifically authorized in writing by the Director prior to its performance and prior to the Early Termination Date. Upon termination by the City, Contractor shall be paid or reimbursed for all Work performed by Contractor under the Agreement up to the Early Termination Date (less all payments previously made), plus ten percent (10%) of the balance that would otherwise be due to Contractor during the remaining Term of this Agreement as reimbursement for profits lost to Contractor by virtue of the City's early termination of this Agreement. In no event shall any amounts paid or reimbursed upon termination of this Agreement exceed the total maximum compensation Specified in Section 2 above.

14. Notice of Default and Termination for Cause. If the City delivers written notice to Contractor notifying Contractor that it is in default of one or more of its obligations under this Agreement, specifying the nature of the default, and stating what steps Contractor must take to cure the default ("Default Notice"), and if such default remains uncured within ten (10) days following the City's delivery of the Default Notice, then the City may at any time thereafter immediately terminate this Agreement upon written notice to Contractor. Upon such termination, the City shall pay Contractor an amount equal to the value of the Work satisfactorily performed hereunder as of the date of the Default Notice; provided, however, that the City retains all rights to recover damages incurred by the City as a result of Contractor's default, including without limitationthe right of offset against amounts otherwise due to Contractor hereunder, and the rights specified in Section 16 below. Contractor shall have no right to any reimbursement for profit or lost profit. Following such termination, the City may procure, upon such terms and in such manner as the City deems appropriate, services similar to those terminated hereunder. If, after notice of termination of this Agreement under the provisions of this Sectionl5, the City determines, for any reason, that Contractor was not in default hereunder, or that such default had been cured, then the rights and obligations of the City and Contractor shall be the same as if the notice of termination had been a termination for convenience issued pursuant to Section 14 above.

15. City's Remedies for Contractor's Failure to Perform. Upon Contractor's default of any of its obligations hereunder, and at any time after any such default, the City may take any one or more of the following actions:

15. 1 Forfeiture of Bond/Negotiation of Security. The City may cause to be forfeited to the City all or a portion of any security given for the faithful performance of Contractor's obligations, and may further cause to be negotiated any instrument of credit deposited with and assigned to the City in such amount as may be required to complete the Work.

15.2 Performance by City at Contractor's Expense. Upon Contractor's default, the City may make written demand upon Contractor, or Contractor's surety (if any), or both, to immediately remedy the default and complete the Work. If the required Work is not substantially commenced with in ten (10) days after the City's delivery of that written demand, or if it is not thereafter diligently prosecuted to a completion acceptable to the City within the timeframe set forth in the City's written demand, then without limiting any other remedy available to the City, the City may complete (or arrange for the completion of) all remaining Work and/or conduct such other remedial activity as in its sole and absolute discretion it believes is necessary or advisable. 210
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All such Work or remedial activity shall be at the sole and absolute expense and obligation of Contractor (and its surety, if any) without the necessity of giving any further notice to Contractor or its surety. The City's right to take such actions shall in no way be limited by the fact that the Contractor or its surety may have commenced or completed any of the required Work at the time of the City's demand for performance. If the City elects to complete (or arrange for completion of) the remaining Work, then the City may require all Work by the Contractor and/or its surety to cease in order to permit adequate coordination and completion by the City or its designee of the remaining Work.

15.3 IssuanceofCeaseandDesistOrder. TheCilymayissueacease-and-desistorder by delivering written notice to Contractor demanding that Contractor immediately discontinue any actions specified in that written notice. The contractor agrees to immediately comply with any such cease and desist order.

15.4 Iniunctive Relief. The City shall have the right to apply for and obtain temporary and/or permanent injunctive relief or other equitable relief from a court of competent jurisdiction to enforce its rights and Contractor's obligations created by this Agreement, including without limitation relief in the form of a temporary restraining order and/or permanent injunction restraining Contractor from committing or continuing to commit any breach or threatened breach of this Agreement. The City shall have the right to seek such relief without showing or proving any actual damage sustained by the City, and without posting bond or other security. In coru'iection with the City's right to apply for the injunctive relief which is the subject of this Section 16.4, Contractor hereby acknowledges that Contractor's breach of its obligations hereunder will cause irreparable harm and injury to the City if such breach continues unabated following the City's request for injunctive relief.

15.5 0ther Relief. The City may seek any other remedies or relief, and take any other actions, available to the City under this Agreement, at law, or in equity.

16. Indemnification and Defense. Contractor and its sureties (if any) shall indemnify, hold harmless and defend (using counsel acceptable to the City) the City and its officers, managers, directors, agents and employees from and against all losses, claims, costs, expenses, liabilities, damages, actions, causes of action and judgments, including without limitation reasonable attorney's fees, arising out of or attributable to Contractor's performance or failure to perform its obligations under this Agreement.

17. Miscellaneous.

17.1 . All written notices required to be given pursuant to the terms hereof shall be either (a) personally delivered, (b) deposited in the United States express mail or first class mail, registered or certified, return receipt requested, postage prepaid, (c) delivered by overnight courier service, or (d) delivered by facsimile or e-mail transmission. All such notices shall be deemed delivered upon actual receipt (or upon the first attempt at delivery pursuant to the methods specified in clauses (a), (b) or (c) above if the intended recipient refuses to accept delivery). All such notices shall be delivered to the following addresses, or to such other address as the receiving party may from time to time speci:ty by written notice to the other party. Each party agrees that 211
Professional Services Agreement
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the attorney for such party shall have the authority to deliver notices on such party's behalf to the other party or parties hereto.

To the City:

City of South Gate 8550 California
Avenue
South Gate, California, 90280 Attention:

Arturo Cervantes,
Assistant City Manager/ Director of
Public Works
Telephone No.: (323) 563-9500
Fax No.: (323) 563-9572
E-mail: acervantes@,sogate.org
To Contractor
Pipe Tec, Inc.
5103 Elton Street
BaldwinPark, California91706
Attn: Michael A. Prlich, President
Telephone No.:(626) 338-1434
FaxNo.: (626) 338-1442
E-mail: [email protected]
With a copy (which shall not constitute notice) to:

Craig D. Hardwick, Esq.

Frost Brown Todd Alvarado Smith
1 MacArthur Place, Suite 200 Santa Ana,
California 92707
Telephone No.: (714) 852-6800
Fax No.: (714) 852-6899
E-mail: [email protected]
With a copy (which shall not constitute notice) to:

Pipe Tec, Inc.
5103 Elton Street
Baldwin Park, California 91706
Attn: Tom Vukojevic, General Manager
Telephone No.: (626) 338-1434
Fax No.:(626) 338-1442
E-mail: tomv(ipipetec-inc.com
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17.2 :. Time is of the essence of every provision contained in thisAgreement.

17.3 Incorporation of Recitals and Exhibits. All of the recitals set forth in thisAgreement, and all of the exhibits attached to this Agreement, are by this reference incorporated inand made a part of this Agreement as though fully set forth herein. 1 7.4 Successors and Assigns. Without limiting the generality of Section 11 above, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns.

17.5 Force Maieure. Neither party hereto shall be considered in default in theperformance of its obligations hereunder to the extent that the performance of any such obligation is prevented or delayed by any cause which is beyond the reasonable control of such party, provided that (a) the party affected gives written notice to the other of the cause and anticipated duration of the delay within three (3) days after the delay commences, and (b) this paragraph shall not extend either party's time for performance by more than thirty (30) days, regardless of the cause of the delay.

17.6 Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto. 1 7.7 Governing Law. This Agreement shall be construed and interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of California, without regard to conflicts of laws principles.

17.8 Consent to Jurisdiction and Service of Process. All judicial proceedings brought against any party hereto arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the County of Los Angeles, State of California, and by execution and delivery of this Agreement each party accepts for itself and in connection with its properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts (both personal jurisdiction and subject matter jurisdiction), waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each party hereby agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to any other party at its address provided herein, such service being hereby acknowledged by each party to be sufficient for personal jurisdiction in any action against said party in any such court and to be otherwise effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law.

17.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of the signature page and may be executed by the affixing of the signatures of each of the parties to any one of such 213
Professional Services Agreement
Pipe Tec, Inc.

counterpart signature pages; all of such counterpart signature pages shall read as though one and they shall have the same force and effect as though all of the signers had signed a single signature page.

17.10 Entire Agreement. This Agreement, the Plans and Specifications, and the municipal codes and other laws cited in this Agreement, together contain the entire understanding of the parties and supersede any and all other written or oral understanding. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

17.11 . Any captions or headings to the Sections and subsections in this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of validity of this Agreement or any provision hereof.

17.12 Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable term or provision had never been contained herein.

17.13 FurtherAssurances. Eachpartyshallcooperatewiththeotherandshallexecute such other documents as may be reasonably necessary to carry out the provisions of this Agreement.

17.14 No Waiver. Any waiver, consent or approval by either party of any breach, default or event of default of any provision, condition or covenant of this Agreement must be in writing and shall be effective only to the extent set forth in writing. No waiver of any breach, default or event of default shall be deemed a waiver of any later breach, default or event of default of the same or any other provision of this Agreement. Any failure or delay on the part of either party in exercising any power, right or privilege under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude any further exercise thereof.

17.15 Rights and Remedies. No right or remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other right or remedy given hereunder or hereafter existing at law or in equity. The exercise of any one or more rights or the election of any one or more remedies by any party shall not constitute a waiver of the right to exercise other available rights or pursue other available remedies.

17.16 Joint and Several Liability. If Contractor constitutes more than one person or entity, then the obligations of each such person or entity shall be joint and several.

17.17 No Third-Party Beneficiaries. The parties hereto acknowledge and agree that no provision in this Agreement may be enforced by any third party.

17.18 Patriot Act Compliance. Contractor represents, warrants and covenants that i5a214
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neither Contractor nor any of its shareholders, officers, directors, members, managers or partners (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury ("OFAC") pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) ("Order") and all applicable provisions of Title III of the USA Patriot Act (Public Law No. 107-56 (October 26, 2001)); (ii) is listed on the Denied Persons List and Entity List maintained by the United States Department of Cornrnerce; (iii) is listed on the List of Terrorists and List of Disbarred Parties maintained by the United States Department of State, (iv) is listed on any list or qualification of "Designated Nationals" as defined in the Cuban AssetS Control Regulations 31 C.F.R. Part 515; (v) is listed on any other publicly available list of terrorists, terrorist organizations or narcotics traffickers maintained by the United States Department of State, the United States Department of Commerce or any other governmental authority or pursuant to the Order, the rules and regulations of OFAC (including without limitation the Trading with the Enemy Act, 50 U.S.C. App. 1-44; the International Emergency Economic Powers Act, 50 U.S.C. §§ l 701-06; the unrepealed provision of the Iraq Sanctions Act, Publ.L. No. 101-513; the United Nations Participation Act, 22 U.S.C. Fg 2349 aa-9; The Cuban Democracy Act, 22 U.S.C. §§ 60-01-10; The Cuban Liberty and Democratic Solidarity Act, 18.U.S.C. §§ 2332d and 23 3; and The Foreign Narcotic Kingpin Designation Act, Publ. L. No. 106-120 and 107-108, all as may be amended from time to time); or any other applicable requirements contained in any enabling legislation or other Executive Orders in respect of the Order (the Order and such other rules, regulations, legislation or orders are collectively called the "Orders"); (vi) is engaged in activities prohibited in the Orders; or (vii) has been convicted, pleaded nolo contendere, indicted, arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering, drug trafficking, terrorist-related activities, or other money laundering predicate crimes or in connection with the Bank Secrecy Act (31 U.S.C. §§ 5311 et. seq.). 215
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17.19 City Council Approval Required for Effectiveness of Agreement.

Notwithstanding any earlier execution of this Agreement by any officer, employee or representative of the City, this Agreement shall not be binding upon or enforceable against the City unless and until it has been approved or ratified by the City Council of the City at a public meeting noticed and conducted in accordance with applicable provisions of the California Government Code. (GQal,)5
The City of South Gate, a
California public body
"Contractor"
Pipe Tec Inc.

By: BJ:

Maria del Pilar Avalos, Mayor Michael A. Prlich, President Dated: , 2023 Dated: , 2023
Attest by:

Yodit GJaze, City Clerk
(SEAL)
Approved as to Form:
216

EXHIBITA

EXHIBIT A

SCOPE OF SERVICES
Summary: The Contractor shall perform sanitary sewer CCTV inspection and as-needed maintenance services in designated areas within the existing city limits as directed by the Field Operations Manager or his/her designee. Work shall include but not be limited to the following:
* CCTV video inspection services, of sewer pipelines, repoit preparation, and record keeping.

Contractor shall report to the City the work completed on a weekly basis on a report format to be approved by the City prior to comi'nencing work. * As-needed emergency maintenance services of sewer pipelines shall include removing roots, grease, silt, and debris from sewer lines, vacuum truck cleaning, jetting, power bucketing, troubleshooting, and spot video inspection to prevent and relieve local sewer maintenance issues. Cleaning and maintenance of City-owned sanitary sewer manholes shall be included. * The Contractor must be available 24-hours a day, 7 days a week, and be able to respond on- site within 2-hours for an emergency call out
* Any and all work needed to provide the requested services including but not limited to traffic control.

A description of the sewer system in included in Exhibit B.

The Contractor shall perform the services as described in detail in this section:

A) GENERAL

COORDINATION
Contractor shall accommodate City representative who will be inonitoring Contractor's activities.

WORK HOURS
The standard working hours shall be between the hours of 6:30 am to 3:30 pm, Monday through Friday unless authorized otherwise by a City representative.

TRAFFIC CONTROL
Contractor to provide their own traffic control for all work requested herein. Traffic control shall comply with the MUTCD. Contractor shall not perform work on major or secondary arterials from 6:30 AM to 9:00 AM and from 3:00 PM to 3:30 PM unless authorized by the Director of Public Works or Field Operations Manager.

EXHIBIT A - Scope of Services Page I of 3
217

HEALTH AND SAFETY
A. All work shall be done in a safe, competent manner. Work performed, methods, and equipment used shall be in conformance with the prevailing State and Federal Occupational Safety and Health Act. Costs from delays and losses due to Contractor operations not in conformance to these acts, or stoppages by CAL-OSHA inspectors or the designated representative, as a result of non-conformance, shall be solely borne by the Contractor.

B. All manholes shall be treated as confined spaces if entry is necessary. All CAL-OSHA and Title 8 requirements shall be followed. Confined space entry procedures shall be submitted prior to contract award.

LICENSES
Contractor must possess the following contractor licenses:

A. Class B Driver's License
B. C-34 (Pipeline Contractor), C-36 (Plumbing Contractor), C-42 (Sanitation System Contractor) or Class A (General Engineering Contractor) license issued by the California Contractor's State License Board will be required at the time the Proposer's proposal documents are submitted unless otherwise required by state and federal law.

PREVENTION OF PROPERTY DAMAGE
During cleaning operations, precautions shall be taken in the use of cleaning equipment, so as to prevent damage to the existing pipe and manholes. Care must also be taken to prevent flooding of houses and toilets. Contractor is responsible for all costs for any flooding incidents to properties that occur during these operations.

USE OF SUBCONTRACTORS
Contractor shall perform all sewer cleaning and CCTV work with their own forces. Use of a sub-contractor is not allowed for sewer cleaning and CCTV. Contractor i'nay use subcontractors for traffic control.

A) TEMPORARY WATER
A. Obtainwaterandpayallmeterdepositsassociatedwithobtainingatemporarywatersupply to conduct the Work at Contractor's sole expense.

B. Install temporary pipe, valves, and other appurtenances necessary to convey water to the sites from any temporary water service connection obtained by the Contractor

218
C. The City will provide water service at the nearest fire hydrant upon request at no charge to the Contractor.

D. Do not use water from any fire hydrant unless said water first passes through a meter provided for the Contractor's use. Furthermore, do not, for any purpose, operate any valve in the City water system, but request any necessary valve operation be done by authorized personnel from the Water Division.

B) CCTV INSPECTION
CCTV inspection services shall be performed per the guidelines attached to the RFP, as Exhibit C.

C) EMERGENCY ONCALL SERVICES
A. The Contractor must be available 24-hours a day, 7 days a week, and be able to be on site within 2-hours for an emergency call out. For non-emergency requests, the response time is 4 hours. The City's representative will specify emergency or non-emergency when requesting work.

B. The Contractor will provide the City with a designated representative's phone number or dispatch number and a backup phone number that the City can reach at any time. The City will contact the Contractor's designated representative or backup representative by phone to request work.

219

EXHIBIT A

CITY OF SOUTH GATE

PUBLIC WORKS DEPAR'MENT

FIELD OPERATIONS DIVISION
o, 50Ui.

REQUEST FOR PROPOSAL

SANIT ARY SEWER MAIN CLOSED CIRCUIT

TELEVISION INSPECTION SERVICES
February 23, 2023
220

CITY OF SOUTH GATE

REQUEST FOR PROPOSAL (RFP)

SANITARY SEWER MAIN CLOSED CIRCUIT

TELEVISION INSPECTION SERVICES
The City of South Gate, California (City), will receive sealed proposals from qualified sanitary sewer maintenance service contractors at the Office of the City Clerk, City Hall, 8650 California Avenue South Gate, CA 90280, until Thursday, 10:00 am on March 23, 2023, for Sanitaiy Sewer Main Closed-Circuit Television (CCTV) Inspection Services.

The Request for Proposal (RFP) requires the selected Contractor to provide CCTV inspection services for sanitary sewer maintenance and as-needed services, as follows:
* The CCTV inspection seryice requested herein is the annual services for video inspection of the sewer system, report preparation, and record keeping. * The as-needed services are needed to perform emergency maintenance services on the sewer system, as defined in the Scope of Services.

The Proposal Fee Schedule includes the scope of work required and proposed quantities. The City reserves the right to assign more or less quantities of work than those shown in the Proposal Fee Schedule which shall be compensated based on the unit prices submitted by the Contractor.

The City intends to award a contract for a period of three (3) years with the option of two I-year extensions.

A non-mandatory pre-proposal meeting will be held on Wednesday, March 15, 2023, 10:00 a.m. at the City Yard, 4244 Santa Ana Street, South Gate, CA 90280. Contractors are requested to contact Yvette Pineda, at [email protected], prior to the meeting to confirm attendance.

Background
The City owns, operates, maintains approximately 119.5 miles of sanitary sewers ranging in size from 6 to 36 inches diameter, 100 siphons, and approximately 2,444 manholes or access points throughout the 7.4 square miles of the current City service area. The City maintains and operates the sanitary sewer system in accordance with the Sanitary Sewer Management Plan which requires the City to CCTV 10 percent of the system's pipelines annually. The sewer system is maintained by City staff. Annual maintenance includes root control in areas that are known to have recurring SSOs or premature structural damage due to root intrusion, investigation and resolution of customer complaints, Odor control including the inaintenance of chemical injection systems, carbon filters, etc. maintenance activity records to support appropriate analysis and reporting.

Maintenance also includes scheduled cleaning of gravity sewers, with a higher frequency in those areas with a history of stoppages due to debris and fats, oils, and grease in order to minimize SSOs.

From time to time there is a need to address issues beyond staffs capability. The RFP requires the contractor to provide CCTV services for both the routine CCTV services and as-needed Request for Proposal Page 2 of 16
This form must be submitted with the PROPOSAL
221
emergency services.

The City has an annual budget of $100,000 to provide the services identified in the Scope of Services on Exhibit A. This includes $75,000 for CCTV services and $25,000 for as-needed emergency services, annually.

Overview of Scope of Services
The Contractor shall perform sanitary sewer CCTV inspection and as-needed maintenance services in designated areas within the existing city limits as directed by the Field Operations Manager or his/her designee. Work shall include but not be limited to the following:
* CCTV video inspection services, of sewer pipelines, report preparation, and record keeping. Contractor shall report to the City the work completed on a weekly basis on a report format to be approved by the City prior to commencing work. * As-needed emergency maintenance services of sewer pipelines shall include removing roots, grease, silt, and debris from sewer lines, vacuum truck cleaning, jetting, power bucketing, troubleshooting, and spot video inspection to prevent and relieve local sewer maintenance issues. Cleaning and maintenance of City-owned sanitary sewer manholes shall be included.
@ As-needed emergency maintenance services to include cleaning and CCTV inspection of sewer pipelines.
* The Contractor inust be available 24-hours a day, 7 days a week, and be able to respond on-site within 2-hours for an emergency call out
* Any and all work needed to provide the requested services including but not limited to traffic control.

A detailed Scope of Work is described in Exhibit A. Sewer Maps provided herein are for information only.

Contractor License
A Class "C-34 Pipeline Contractor, C-36 Plumbing Contractor, C-42 Sanitation System Contractor or Class A General Engineering Contractor" License issued by the California Contractor's State License Board will be required at the time the Contractor's proposal documents are submitted unless otherwise required by state or federal law.

Prevailing Wage Requirements
Pursuant to California Labor Code Sections 1770, l773, 1773.L 1773.6, and 1773.7, as amended, the applicable prevailing wages for this project have been determined. It shall be inandatory upon Request for Proposal Page 3 of 16
This form must be submitted with the PROPOSAL
222
the Contractor to whom the contract is awarded and upon any subcontractor under him to pay not less than the higlier of tlie Federal and the State prevailing wage rates to all workers employed by thein in the executioi'i of the contract. The applicable Federal prevailing wage rates are those that are in effect ten (10) calendar days prior to bid opening; they are set forth on the Department of Labor website: http://www.wdol.gov/wdol/scafiles/davisbacon/ca33.dvb but are not printed in the Specifications. Lower State wage rates for work classifications not specifically listed in the Federal wage decision are not acceptable. The applicable State prevailing wage rates are set forth on the California Department of Industrial Relations website: http://www.dir.ca.gov/DLSR/PWD but are not printed in the Specifications; these rates are subject to predetermined increases.

Notice given this February 23, 2023 , by order of the City of South Gate.

Acting Field Operations Manager
Request for Proposal Page 4 of 16
This form mttst be submitted with the PROPOSAL
24 223

INSTRUCTIONS TO PROPOSERS
Mandatory Pre-Proposal Meeting
This meeting will give Proposers the opportunity to present, discuss, and receive answers on technical questions regarding the RFP. Attendance by all interested Proposers is non-mandatory.

Communication
In order to maintain the proper level of communication between the Proposers and the City, all questions related to this Request for Proposal shall be directed to Chris Castillo at [email protected]
All communications regarding the RFP shall be in writing to Chris Castillo via email. 0uestions Regarding this RFP
Questions regarding the RFP must be submitted in writing (email) two weeks prior to the proposal due date. Questions regarding the RFP shall be emailed to Chris Castillo, Acting Field Operations Manager at [email protected]. If the City deems it necessary to answer any questions submitted, copies of all questions and responses will be sent by return email to all Proposers as an addendum to the RFP. The identity of Proposers submitting the questions will not be disclosed in the addendum. Questions of minor significance may be discussed verbally; however, only written responses tnay be considered to be a part of the RFP. Proposers shall direct all questions to Chris Castillo to assure that consistent and accurate information is disseminated.

Submittal
Proposals shall be submitted by Thursday March 23, 2023 by 10:00 AM. All proposals submitted shall be binding upon the Proposer, however the City shall not be obligated to award any contract(s) as a result of this process. All proposals must be in writing, and the envelope containing the proposal shall be sealed and addressed to the City and delivered or mailed to the City of South Gate office of the City Clerk, at 8650 California Avenue South Gate, CA 90280.

The envelope shall be plainly marked as follows:

ATTENTION: aTY CLERK'S OFFICE
(Proposer's Name and Address)

REQUEST FOR PROPOSAL (RFP), SANIT ARY SEWER MAIN CLOSED

CIRCUIT TELEVISION INSPECTION SERVICES
8650 California Avenue South Gate, CA 90280
Any proposal received after the time stated above for any reason whatsoever shall be rejected.

The proposal must be submitted on the forms provided along with this Request for Proposal, with the exception that the company's Standard Rate Sheet i'nay be submitted on the Proposer's forms, Request for Proposal Page 5 of 16
This form must be submitted with the PROPOSAL
,25 224
provided that the Proposal Fee Schedule items and format remain substantially unchanged from the Standard Rate Sheet provided.

Be advised that unauthorized conditions, limitations, or provisions attached to the Proposal may render it unresponsive and may cause its rejection. The completed Proposal forms shall be submitted without interlineations, alterations, or erasures. Oral, telegraphic, or telephonic proposals or modifications will not be considered. However, the City reserves the right to reject any or all proposals and to waive any informality or irregularity in any proposal received and to be the sole judge of the merits of the proposals received.

All Proposals shall include the following executed documents:
* Proposal Fee Schedule, Price List, or equivalent @ Designation of Subcontractors
* Five (5) references with contact information for the main agency manager. @ Declaration of Proposer's Qualifications
* Proposer's Industrial Safety Record

SCHEDULE/CONSULT ANT SELECTION PROCESS / SELECTION CRITERIA The selection process is based on fees, qualifications, experience possessed by the consultant, the selection of the firms will be based on the following:

CONSULT ANT PROPOSAL EV ALUATION SHEET

CRITERIA MAXIMUM POINTS
Contractor qualifications and experience. 20
Familiarity with services. Understanding of the work to be done. Discussion of key issues, both technical and non-technical.
20 Experience providing similar services to public agencies with sewer systems composed of over 50
miles of pipelines.
20 Quality Assurance/Quality Control Program, inclusive of monthly reporting of work performed.
10 Proposal Fee Schedule 30
TOTAL 100
Contracts
A Proposer whose proposal is accepted shall properly sign a written Contract with the City in substantially the form attached hereto and return said Contract, together with good and insurance certificates, as required by the Contract Documents, within ten (10) calendar days from the date Request for Proposal Page 6 of 16
Tliis form must be submitted with the PROPOSAL
2k 225
of the Notice of Award. A sample contract is attached (Appendix A) Certificates of insurance shall be filed in all instances before delivering any equipment, materials, or performing any work under the Contract; also, before any purchase order shall be issued.

A corporation to which an award is i'nade may be required, before the Contract is executed to furnish evidence of its corporate existence, of its right to do business in California, and of the authority of the officer signing the Contract for the corporation to so sign.

Prevailing Wage Contract
The Contractor will be required to pay not less than the general prevailing hourly wage rates, as determined by the Director of the Department of Industrial Relations pursuant to the California Labor Code, for each craft, classification, or type of workman needed to perform the Contract.

Copies of the prevailing rate of per diem wages are on file in the office of the City Clerk and the office of the Director of Public Works and wiH be made available to any interested party on request. The successful proposer shall also be required to comply with applicable State and Federal requirements governing the use of apprentices and helpers.

Request for Proposal Page 7 of 16
This form must be submitted with the PROPOSAL
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REQUEST FOR PROPOSAL (RFP)

SANIT ARY SEWER MAIN CCTV INSPECTION SERVICES

DESIGNATION OF SUBCONTRACTORS
Contractor shall set forth below the name and location of the place of business of each subcontractor who will perform work or labor or render service to the prime contractor under the contract, The Contractor shall further set forth the portion of the work, which will be done by each subcontractor. Failure to provide such information may render the proposal unresponsive.

If the Contractor fails to specify a subcontractor for any portion of the work to be performed under the Contract, the Contractor shall be deemed to have agreed to perform such portion of work under its own workforce, and shall not be permitted to subcontract that portion of the work except under the conditions hereinafter set forth.

Type of Work
Percent of
Total
Contract Subcontractor's Name
Use additional sheets as necessary.

Request for Proposal Page 8 of 16
This form wius/ be submitted with the PROPOSAL
2! 227

REFERENCF,S
In order to more fully evaluate the proposer's background and experience for the project herein proposed, it is requested that the proposer submit a list of Public Works or similar maintenance service contracts completed within the last 24 months or now in progress.

Number of years as a contractor in service contracts of this type:

Five service contracts of this type recently completed or currently in process:

Project Contract Amount Type of Contract
1 2
3 4
5 Project Date Completed Name, Address and Phone Number of 'City
l
2 3
4 5
Request for Proposal Page 9 of 16
This form must be submitted with the PROPOSAL
228

DECLARATION OF PROPOSER'S QUALIFICATIONS
All questions must be answered and the data given must be clear and comprehensive. If necessary, questions may be answered on separate attached sheets. The Proposer may submit any additional information as desired.

Name of the Contractor:

Office Address:

Telephone:

How many years has this firin been engaged in the business of CCTV inspection and as-needed maintenance services for sanitaiy sewer systems?
List all current contracts in excess of $75,000 per year, giving the amount ofeach contract, duration of the contract, and for whom the work is being performed Haveyou failed to complete or been terminated from any contract awarded to your Company in the last 10 years?
Ifyes, please attach a separate sheet(s) explaining the reason for the failure to complete each and every contract terminated. Include the name and address of the public agency or owner of the contract.

Request for Proposal Page 10 of 16
This form must be submitted with the PROPOSAL
J,0 229

DECLARATION OF PROPOSER'S QUALIFICATIONS
List experience in performing work similar to the work required hereunder:

List the background and experience of the officers and principal i'nembers including the proposed project manager for your organization
List below all officers, partners, and/or stockholders who own ten (10%) or more of your company
Other general services does your firm provide in addition to Sanitary Sewer Maintenance:

Request for Proposal Page 11 of 16
This form must be submitted with the PROPOSAL
j/ 230

REQUEST FOR PROPOSAL (RFP)

SANITARY SEWER MAIN CCTV INSPECTION SERVICES

CONTRACTOR'S INDUSTRIAL SAFETY RECORD
This information must include all Sanitary Sewer Maintenance work undertaken in the State of California by the Contractor and any partnership, joint venture or corporation that any principal of the Contractor participated in as a principal or owner for the last five calendar years and the current calendar year of this submittal. Separate information shall be submitted for each such partnership, joint venture, corporation or individual contractor. The Contractor may attach any additional information or explanation of data that he/she would like to be taken into consideration in evaluating the safety record. An explanation must be attached discussing circumstances surrounding any and all fatalities.

ITEM 2018 2019 2020 2021 2022
Number of Contracts
Total Dollar amount of Contracts
(Thousands of $)
Number of Fatalities *
Number of lost workday
cases *
Number of lost workday cases
involving permanent transfer to
another job or termination of
Number of lost workdays *
NOTE: *The information required for these iteins is the same as required for columns 3 to 6, Code 10, Occupational Injuries and Illness, OSHA 102.

Request for Proposal Page 12 of 16
This form must be submitted with the PROPOSAL
231

REQUEST FOR PROPOSAJ, (RFP)

SANITARY SEWER MAIN CCTV INSPECTION SERVICES

PROPOSAL FEE SCHEDULE
The pricing submitted on this sheet shall include all services requested under Exhibit A, Scope of Work,
Item
No. Description of Work
Estimated
Quantities Unit
Unit Cost
1 6" to 18" Pipe:

CCTV and Condition
Assessment, inspection,
including sewer cleaning, traffic
control, nuisance water
protection, debris removal,
hauling, and dump fee, safety
requirements, etc. for FY
2022/23.
126,000 LF
2 6" to 18" Pipe:

CCTV and Condition
Assessment, inspection,
including sewer cleaning, traffic
control, nuisance water
protection, debris removal,
hauling, and dump fee, safety
requirements, etc. for FY
2023/24.
63,000 LF
3 6" to 18" Pipe:

CCTV and Condition
Assessment, inspection,
including sewer cleaning, traffic
control, nuisance water
protection, debris removal,
hauling, and dump fee, safety
requireinents, etc. for FY
2024/25.
63,000 LF
Request for Proposal Page 13 of 16
Tliis form must be submitted witli the PROPOSAL
232
4 Siphons:

CCTV and Condition
Assessment, inspection,
including sewer cleaning,
vacuum pumping, flow isolation,
traffic control, nuisance water
protection, debris removal,
hauling, and dump fee, safety
requirements, etc. for FY
2022/23 through FY 2024/25.
40 Hours
5 As Needed Emergency Callouts
- Sanitai7 Sewers System:

Emergency call-out for sewer
spills including, but not limited
to, cleanup, hauling, disposal,
and traffic control, for FY
2022/23 through FY 2024/25.
40 Hours
TOTAL COST ITEMS I THR.
5 (IN FIGURES)
TOTAI_, COST ITEMS 1 THR.
5 (IN FIGURES)
A. Please specify if a minimum time is billed for each call-out if requested by the City to reportto Work: Hours.

B. Attach your Company's Standard Rate Schedule for labor, material and equipment including holidays and overtime. The rates shown on the company's standard rate schedule mark-ups, overhead and profit. If in case the standard rate schedule does not include mark- ups, overhead, and profit, append an attachment showing the necessary allowances for mark-ups, overhead and profit.

Terms of Extension
A contract entered may be extended for up to two separate consecutive periods of one-year each at the option of the City.

City Budget
Request for Proposal Page 14 of 16
This form must be submitted with the PROPOSAL
233
The City has a budget of $147,000 for FY 2022/23 services which includes $122,000 for CCTV inspection services and $25,000 for as-needed services. The City's annual budget for FY 2023/24 and 2024/25 $100,000 which includes $75,000 for CCTV inspection services and $25,000 for as-needed services annually.

Note to Proposer: The quantities estimated above are for the purpose of evaluation of the proposal submitted by the Proposer, not guaranteed work. The City reserves the right to assign more or less quantities/work for the same unit or crew hourly rate at the unit price provided by the Contractor herein. The City is not obligated to any minimum or maximum quantities/work under the contract. Nothing in these documents or elsewhere in the contract documents shall be construed as obligating the City to do so.

Proposer's Signature Date
COMPANY NAME:

Request for Proposal Page 15 of 16
This form must be submitted with tlie PROPOSAL
234

PROPOSER'S INFORMATION
PROPOSER certifies that the following information is true and correct:

Company Name
Business Address
Telephone
State Contractor's License No. and Class
Original Date Issued Expiration Date
Proposer Name/Title:

Authorized Signature:

Phone: Fox:

Email:

Request for Proposal Page 16 of 16
This form must be submitted with the PROPOSAL
235

EXHIBITA
March 21, 2023
Pipe Tm,, Inc.
6103 Elton Street
Baldwin Park, CA 91706
Tel: (626) 338-1434
Fax: (626) 338-'1442

LETTER OF TRANSMITTAI
City of South Gate
Re: Sanitary Sewer Main Closed Circuit
Dear Sirs/Madam

CONFIDENTIAL
Pipe Tec, Inc. is a local California corporation. Pipe Tec, Inc. understands the scope of work forthe above referenced project and the provided RFP for in its entirety is a part of this Contractorsproposa(. Briefly, the work includes providing men, material, equipment, and expertise at amoment's notice to complete hydraulic flushing of sewer mainline and associated maintenanceho(as, including cleanup throughout the jurisdiction of the City of South Gate. Pipe Tec, Inc.understands the completion of the specific work may require 24-hour manning and managemsntof the operation.

Likewise, Pipe Tec, Inc. will not discriminate against any employee. Shall comply with theCalifornia Labor Code regarding prevailing wage, safety, respectively. Pipe Tec, Inc. witl complywith the Copeland Anti-Kickback Act (18 uSC 874 C) and any amendments thereof. Pipe Tec,Inc. is registered with the Department of Industrial relations (D)R) as are all subcontractors whomay be utilized to perform the scope of work per RFP Annuat Sewer Maintenance Services.

Sincerely,
Michael A. Prlich
President
Pipe Tec, fnc
CA License # 987784
DIR # "1000006547
236
ORGANIZATION, CREDENTIALS and BACKGROUND

COMPANY INFORMATION
Pipe Tec, Inc.
5103 Elton Street
Baldwin Park, CA 91706
EIN # 46-236-3958
A-987784
DIR # 1000006547
Pipe Tec, Inc. is a general contractor that works in engineering construction and infrastructure improvements, and specializes in underground utilities including sewer, storm drain, and trenchless pipeline installation throughout Southern California. We have completed over 200 public works projects of varying size and scope since 1998. We have worked primarily in the public works sector, a few of our main clients include City of Los Angeles, Los Angeles County Sanitation District, San Bernardino Municipal Water Department, Orange County Sanitation District, City of Anaheim, South Coast Water District, City of Redondo Beach, City of SantaMonica, City of Santa Barbara Pipe Tec, Inc. is a California Corporation. We have accounts with and are in good standing withall major industry material suppliers and specialized subcontractors. See below, E. Experienceand References, for list of contracts of similar products and services.

PROJECT MANAGER/COMPANY BACKGROUND
Either Michael Prlich, Tom Vukojevic, or Lance Laven will be designated as project manager and primary contact. Assignment will be based on the individual's workload at the time the project needs to be complete. All three have extensive knowledge and experience working onsimilar contracts. Please call references listed below for verification of experience and quality.Additionally, please see attached full list of recent projects and references.

Pipe Tec, Inc. has reviewed and is familiar with the scope of work. We are confident in our ability to meet the need of every individual task order that will be issued. We have experience and knowledge in the cleaning and refurbishing of various type of Sewer pipelines and various sewer structures, which is demonstrated by our project experience listed below.

Pipe Tec has a proven track record of professional workmanship and expedient cleaning to existing facilities for numerous projects with several local agencies in Southern California. TheCompany is in strong financial condition and does not have any outstanding financial issueswhich may affect our ability to perform the scope of work required with this RFP.

APPROACH TO SCOPE OF SERVICES
Mobilization efforts are initiated promptly to line-up labor, equipment, materials, and subcontractors as needed. The project supervision has the authority to direct deployment ofresources to meet the needs to any project description.

As with all construction projects, safety and affective communication will take priority over anywork activities. All our personnel maintain certification id First Aid/CPR and Confined Space Entry, as well as Competent Person Training. Prior to entering any zone, we will perform a M 237
visual site assessment to identify potential risks and hazards associated with site access for both personnel and equipment. Once the risks and hazards have been identified, mitigation as needed will be implemented. All this information will be communicated to the Owner and Interested Parties, as well as our own work force and subcontractors. Any emergency repair and/or maintenance activity work will be implemented with consent from the Owner.

Pipe-Tec, Inc. is a California corporation. We have accounts with and are in good standing with all major industry material suppliers and specialized subcontractors.

Pipe-Tec, Inc. has the availability, capability, and experience to handle all types of sewer systems cleaning as demonstrated by thousands of service calls to various agencies within Southern California in the last 10 years. For your reference we have included a list of our most recent similar projects completed along with references. In addition, major public agencies and cities have repeatedly put their faith in Pipe-Tec, Inc. as a sign of our quality and ability tocomplete work.

Site Specific project action will be assessed on a case-by-case basis. Each sewer pipe line and structure to be cleaned will be assessed for access, bypass needs, and traffic control requirements. Pipe-Tec, Inc. owns and maintains all our equipment commonly required for any cleaning project. We have a primary yard in Baldwin Park, CA. This assists us with the promptresponse anywhere in The City of South Gate. ,fl
EXPERIENCE and REFERENCES
Project: City of Santa Barbara CCTV Inspection & As needed Cleaning Owner: City of Santa Barbara
Contact Information: Matt Lombardi 805-568-1037
Total Value: " 150,000.00
Completion Date: 10/04/2022
Description: CCTV Inspection throughout the City of Santa Barbara & as-needed cleaning PrOjeCt: City Of Arcadia - CCTV Inspection & aS needed cleaning Owner: City of Arcadia
Contact Information: Mohideen Buharie - 626-254-2723 Total Value: 50,000
Completion Date: 05/2019
Description: CCTV inspection throughout the city of Arcadia - as needed cleaning Project: City of Cypress - Clean & Video
Owner: City of Cypress
Contact Information: Alexandru Bangean 714-229-6694 Total Value: 108,000
Completion Date:05/15/2022
Description: Install (2) house lateral and rebuild 45 feet deep Chimney connection to City Mainline Completion Date:12/09/2021
Description: Cleaning & CCT\/ Inspection throughout the City of Cypress Jf-238
Project: City of La Puente - Clean & CCTV
Owner: City of La Puente
Contact Information: Rey Alfonso - Deputy City Engineer 626-855-1540 Total Value: S210,000
Completion Date: Ongoing
Description: Clean & CCTV throughout the City of La Puente - Emergency cleanup as needed. %Project: City of Los Angeles - Emergency Sewer/Storm Drain ResponseOwner: City of Los Angeles Contact Information: Bill Benson - Chief Construction Inspector 213-440-9138 Total Value: 3 million plus
Completion Date: 2013 - Ongoing
Description: Clean & CCT\/ throughout the City of Los Angeles - As needed emergency - Sewer & StormDrains

COMMENCE SERVICES
Following award of contract with the City of Lynwood, Pipe Tec, Inc. will immediately be able tobegin mobilization, and initiated will promptly line-up labor, equipment, materials, and subcontractors as needed. The project supervision with the authority to direct deployment ofresources to meet the needs to any project description is currently in place.

QuALIFICATIONS OF PERSONS TO BE ASSIGNED TO CITY
The following is a list of key project personnel employed by Pipe Tec, Inc.

Michael Prlich - President / Owner of Pipe Tec, Inc. (Est. 2013) From 1985 to 1998, worked for Mike Prlich & Sons Partnership. Mr. Prlich holds a Bachelor ofArts degree in Economics ('89) University of California at Berkeley.

Tom Vukojevic - Project Manager responsible for project planning, technical submittals, project schedules, traffic control plan preparation, management of subcontractors and materialsuppliers, and direct communication and interaction with project Owners, Designers, and Inspectors. Has more than 18 years of experience In the construction industry. Mr. Vukojevicbecame General Manager of Pipe Tec, Inc. in 2018.

Mr. Vukojevic joined Pipe-Tec, Inc. in 2013.

Lance Laven - Project Manager/Estimator responsible for estimating, bidding, project planning, technical submittals, project schedules, traffic control plan preparation, management of subcontractors and material suppliers, and direct communication and interaction with project Owners, Designers, and Inspectors. Lance has more than I 8 years of experience in assisting with engineering design and construction involving underground utilities, water & wastewater transmission/treatment facilities, beam and lag retaining walls, slope stabilization, compaction grouting, CIPP lining, slip lining, pipe bursting, roadway rehabilitation, and reinforced concretestructures.

Mr. Laven joined the Pipe Tec, Inc. in 2016.

B.S. Environmental Analysis and Design 2008, University California Irvine 4o 239

SUPERINTENDENTS
Alex Rodriguez - Superintendent for Pipe Tec, Inc. He joined the company in 201 3. He has I 0 years of experience in cleaning various sewer & storm drain facilities throughout southern California.

FOREMAN
Sergio Garcia - Forman for Pipe Tec, inc. He Joined the company in 2019 He has 4 years of experience with cleaning sewer and storm drain facilities.

Joe Moore - Worked for Pipe Tec, Inc. 10 months
Juan Villegas - Worked for Pipe Tec, Inc. 4 years.

As with all construction projects, safety and effective communication will take priority over any work activities. All our personnel maintain certification in First Aid/CPR and Confined Space Entry, as well as Competent Person Training. Prior to entering any work zone, we will perform a visual site assessment to identify potential risks and hazards associated with site access for both personnel and equipment. Once the risks and hazards have been identified, mitigation as needed will be implemented. All this information will be communicated to the City of Upland and interested parties, as well as to our own workforce and subcontractors. All work will only be implemented with consent from the City.

Inspections and safety meetings are performed weekly at a minimum. Corrective actions for deficiencies are implemented immediately. Inspections will be performed jointly with the Field Managements, and Inspectors when available. The inspections will be documented with copies made available to all concerned parties, including the follow-up corrective actions needed.

The prime contact is Mr. Tom Vukojevic, a 10-year veteran of Pipe-Tec, Inc. We are a self- sufficient company in all areas of this work and have company depth to tackle any job described in the Request for Proposal.

PRQFESSIONAL SERVICES AGREEMENT
Pipe Tec has over 10 years of proven professional commitment to the Scope of Work called for in this RFP, we guarantee the ability to execute this Cities Professional Service Agreement Pipe Tec acknowledges the Insurance requirement of this Professional Service Agreement and has the ability to secure3 insurance that meets the City's requirement. 4/ 240

1. LEGAL ISSUES
Pipe Tec does not have any pending litigation that may affect its performance under a contract with the City.

2. DISCLOSuRES
Pipe Tec is not nor are any principles of the company subject to any investigation by the County, State and/or Federal Agencies within the past five years.

3. ADDITIONAL STATEMENT
Pipe Tec, Inc. adheres to all federal laws, state and local laws and regulations.

Pipe Tec shall allow authorized federal, state, county, and City officials access to place of work, books, documents papers fiscal, payroll materials and other relevant contract records pertinent to this project upon request. All relevant records will be retained for a minimum of three year.

Pipe Tec will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin.
4;!.241
PIPE TEC INC.

REQUEST FOR PROPOSAL (RFP)

SANITARY SEWER MAIN CCTV INSPECTION SERVICES

DESIGNATION OF SUBCONTRACTORS
Contractor sliall set fortli below the name and location of the place of business of eacli subcontractor who will perform work or labor or render setyice to the prirne contractor under thecontract. The Contractor shall further set forth the portion of the work, which will be doneby each subcontractor. Failure to provide such infonnation may retxder the proposal unreSpOnSlVe.

If the Contractor fails to specify a subcontractor for any pottion of the work to be perfotmedrmder the Contract, the Contractor shall be deemed to have agreed to perform such portion ofwork under its own workforce, and shall not be pennitted to subcontract tliat portion of the workexcept under the conditions hereinafter set forth.

Type of Work
Percent of
Total
Contract Subcontractor's Name
Use additional sheets as necessary.
*Mo St-t!ycavi!rac*>cb*
Request for Proposal Page 8 of 16
This forni iiittst be submitted svith the PROPOSAL
43 242
PIPE TEC INC.

REFERENCES
In order to more fully evaluate the proposer's background and experience for the project herein proposed, it is requested that tlie proposer subinit a list of Public Works or similar maintenance service contracts completed within the last 24 months or now in progress.

Number of years as a contractor in service contracts of tliis type:
l(!Yms
Five service contracts of t]iis type recently completed or cunently in process:

Project Contract Amount Type of Contract
1 '!a't,('J%.0b (i't-iriClx,R,e-i+c-(lean/?(rv
") *Ll'i,TO%.fX)'rec=r
Cihl oC (liina - (learn (((T (,i )ix5pec'tr'avs
3 \'75,JOo 8eci,- ('/e-'-i-/("lpzri;ti50('Ck'l/*l(5-
i X I
rS Uirclevr<_5 l'lmrcrps-( L,)C-fer f)r's-t (r't4
4 ,,2 i'n-lh:y4' P lu5 CiWjt_vLbttiEhs5
[;'tclO'c l)SAh(l(lcs- 2_merclentt) (JBayir'iat_l /'46 u 5 a 51b, (>00. ,.:>b
(.7#<,t.,[yJ:,_. a J " J'
li'l-l a( {5tect - (lectvi '! C.<Tv /li5pe(_,*iai-s
%.T
Project Date Completed Name, Address and Phone Number of City
l Se(>+c- 4e- :l-)J-l IC3i5r3Ao:4(5:;:i,ILrJ)a(-,- Cav Ihsl>edi>vs 5c-aL 13w&g-"r_- (A 'rk)of >s- sev)-l=:>sv
2 APIII 20;12
(A-y>( (t,(ircs_s
rt,">'l'(.o<,4',"::% ';'j6p -ll'i-;1;R1(4)441
3 T(tr' b2.'i- ?'h.t(l'i lOl'i
.3( a '
' jcS'D1 ,a'7klv:::,ekrAe>L.7(,,4i,
ivr,>riictmPs\,:7 sir)5yl (i(,_'5b7>y>6
4 "-:3t=r'i :Ayl(i a lv'7'r IOlo ":(':4z:'t':'lrl ':l"""'(::"'/'j" "'l"::X)p(IV' 62G- 5'7'l- 5'i00 5 )nhrdi 7ozo-X;b-%a2nzo::;53A"'r:J(If<,51,/0,)ti,;ltll,S;n;k(ifiw)-i Di'54(r'c-P ' uls.*trtr-, ch u(ai 'it7-4Jva-'ixba
Request for Proposal Page 9 of 16
Tliisjoriyi iiiust besiibiiiittetl witli the PROPOSAL 44243
PIPE TEC fNC.

DECLARATION OF PROPOSER'S QUALIFICATIONS
Allquestionsmustbeansweredandthedatagivenmustbeclearandcomprehensive. Ifnecessaiy, questions may be answered on separate attached sheets. Tlie Proposer may submit any additional information as desired.

Name of tlie Contractor: PiFet, fir t -
OfficeAddress: sros u-t,>is sir(e,* /%lziwrh J)grl<
Telephone: ( tri%) 33%-/'/511
How tnany years has this fiim been engaged in the business of CCTV inspection and as-needed maintenance services for sanitaiy sewer systems?
)D Yqt5
List all cuirent contracts in excess of $75,000 per year, giving tlie atuount of each contract, durationof the contract, and for wliom the work is being performed - i:iliiai pi4(y(..1 - St-Ajil 1' Kt'5'z;ill'-)c.

Haveyou failed to complete or been tetminated from any contract awarded to your Compaixy in the last 10 years? /11//4
ffyes, please attacli a separate sheet(s) explaining tbe reason for the failure to complete eacli and every contract tenninated. Include tlie nai'ne and address of the public agency or owner of t)ie contract.

Request for Proposal Page 10 of 16
Tliis form inust be sttbiiiittetl with tlie PROPOSAL 41244
PfPE TEC INC.

DECLARATION OF PROPOSER'S QUALIFICATIONS
List experience in performing work similar to tlie work required hereunder:

List the background and experience of the officers and principal members including the proposed project manager for your organization
List below all officers, partners, and/or stockholders who own ten (10%) or more of your company
hbr.ly,el A- Mr'(Ji-.S)/(" Ouher
Otlier general servicesdoes yourfirm provide iri addition to SanitarySewer Maintenance:

Request for Proposal Page 11 of 16
Tliis foriii iimst be sttbiiiitted witji the PROPOSAL
245
PiPE TEC INC.

REQUEST FOR PROPOSAL (RFP)
SANITARY SE'!VER MAIN CCTV INSPECIION SERVICES

CONTRACTOR'S INDUSTRIAL SAFETY RECORD
This information must include all Sanitary Sewer Maintenance work undeitaken in the State ofCalifornia by the Contractoi: and any partnership, joint venture or corporation that any principalof the Contractor participated in as a principal or oivner for the last five calendar years and thecurrent calendar year of this subrnittal. Separate information shall be subinitted for each suchpartnersliip, joint yenture, cot'poration or individual contractor. The Contractor may attach anyadditional information or explanation of data that he/she would like to be taken into considerationin evaluating the safety record. An explanation must be attached discussing circumstancessurrounding any and all fatalities.

ITEM 2018 2019 2020 2021 2022
N'irmber of Contracts
s 5 €5 l0 i:t
Total Dollar amount of Contracts
(Tliousands of S) )%,L)Zl 2r5, q5) l)'5'7,G17 €1"51 ,>,).) 1,075, .:>l) Number of Fatalities "
'0 n 'a 'R 'Q
Nuinber of lost workday
cases "' a X x 'g Q
Number of lost workday cases
involving perinanent transfer to
anotlier job or termination of
a x 'g X €
Number of lost workdays *
x J € '252% s
NOTE: "The ii'ifoimation required for tl'iese items is the same as reqriired for columns 3to 6, Code 10, Occupational Injtuies and Illness, OSHA 102.

Request for Proposal Page 12 of 16
Thisform wist be submitted with the PROPOSAL
47-246

REQUEST FOR PROPOSAL (RFP)

SANITARY SEWER MAIN CCTV INSPECTION SERVICES

PROPOSAL FEE SCHEDULE
The pricing submitted on this sheet shall include all services requested under Exhibit A, Scope of Work.

Item
No. Descrtption of Work
Estimated
Quantities Untt Unit Cost
1 6" to 18" Pipe:

CCTV and Condition
Assessment, inspection,
including sewer cleaning, traffic
control, nuisance water
protection, debris removal,
hauling, and dump fee, safety
requirements, etc. for FY
2022/23.
126,000 tF
4);o,qs
2 6" to 18" Pipe:

CCTV and Condition
Assessment, inspection,
including sewer cleaning, traffic
control, nuisance water
protection, debris removal,
liauling, and dump fee, safety
requirements, etc. for FY
2023/24.
63,000 LF $0-?'B
3 6'5 to 18" Pipe:

CCTV and Condition
Assessment, inspection,
including sewer cleaning, traffic
control, nuisance water
protection, debris removal,
hauling, and duinp fee, safety
requirements, etc. for FY
2024/25.
63,000 LF
0)..OO
-' ) l'i, y.:>o,ob
=' Ol 7'a. 00
= (,5,ooo. QC)
Request for Proposal Page 13 ofl6
This foriii iiwst be subinitted witji the PROPOSAL
4?247
PIPE TEC INC.
4 Siphons:

CCTV and Condition
Assessment, inspection,
including sewer cleaning,
vacuum pumping, flow isolation,
traffic coritrol, nuisance water
protection, debris removal,
liauling, and dump fee, safety '
requirements, etc. for FY
2022/23 througli FY 2024/25.

I
I
40 I
Hours
I
I
I
' " '300.00
I
I
j
I
I
5 I
As Needed Emergency Callouts
- Sanitary Sewers System:

Emergency call-out for sewer
spills iricluding, but not limited
to, cleanup, hauling, disposal,
and traffic control, for FY
2022/23 througli FY 2024/25.
40 Hours
I
I
i25S0.00
I
TOTAL COST ITEMS I THR.
5 (IN FIGURES) WAI.' ' \i"3.Lt40.og
TOTAL COST ITEMSI THR.
5 (IN FIGURES) Tw 41hntltJ A)i+qe% %lii YA>v,hisJ T.iii IluaJicJl = 3;1,ooo.o.s>
= !;1, CDO,<>',>
All ltem5
?iwt:J ';)011z,(5
A. Pleasc specify if a minimum time is billed for eacli call-out if requested by tlie City to repoit to !Vork: '/ Hours.

B. Attacli your Company's Standard Rate Scliedule for labor, material and equipment including holidays and oveitime. The rates s)iown on the company's standard rate schedule mark-ups, overhead and profit. If in case the standard rate schedtle does not include mark- ups, overl'iead, and profit, append an attachment showing tlic necessary allowances formark-ups, overhead and profit.

Terms of Extension
A contract entercd may be extended for ill) to two separae consecutive periods of one-ycar eacliat the option of the City.

City Bcidget
Request for Proliosal Page 14 of 16
This,fiiriii iiiust be siibiiiittetl witty tlie PROPOSAL 248
PfPE TEC
PROPOSER'8 INFORMAT ION
PROPOSER certifies that tlie following information is true and correct:

Company Name Pilpe'lcc,, )ne -
BusinessAddress 5/b3 E.1toh S'tTee,+ (5ci(Lri- M<, (li Crl70G Telephone (6J(= ) 'S3% -/'/5V
State Contractor's License No. and Class A a (f % 7 7KL( OriginalDateIssued 19/1'6/:A)):S ExpirationDate h:)/'3)}2b.B ProposerName/Title: 'cue A. P ' l= - hesi'
Autliorizcd Signature:

Pl'ione:(G;!45'S%-Ill!=l( Fax: (GJI) S->%-lVll,z
Email: Ih (' ( Wet-m t. (0ij-i
Request for Proposal Page 16 of 16
This fi>rns must be siibiiiittetl witli the PROPOSAL A>D249

PIPE TEC
The City lias a budget of $147,000 for FY 2022/23 services whicli includes $122,000 for CCTV inspection services and $25,000 for as-needed setavices. The City's annual budget for FY 2023/24 and 2024/25 $100,000 wliich includes $75,000 for CCTV inspection services and $25,000 for as-needed services aiiiiually.

Note to Proposer: The quantities estimated above are for the purpose of evaluation of the proposal submitted by tlie Proposer, not guaranteed work. The City reserves tlie right to assign more or less quantities/work for tbe same rmit or crew liourly rate at the unit price provided by the Contractor herein. The City is not obligated to any minimum or maximum quantities/work under the contract. Nothing in these documents or elsewhere in the contract documents shall be construed as obligating the City to do so. 31gl 17,>xs
Proposer' re Date
COA4PANY NAME: /), 71(c,, li'it-
Request for Proposal P,igel5ofl6
Tliis forin iiuist besubinitted wit's tlie PROPOSAL 5/ 250
F>IP E -(-'i.Z.(-.

PIPE TEC, INC.
5103 Elton Street Baldwin Park, CA 91706
Tel. (626) 338-1434 Fax. (626) 338-1442
Email: [email protected]
Pipe Tec Rates Effective July 1, 2022 to July 1, 2023 CCTV Camera Truck with Operator $ 250.00 HR (triinitnum 4 hours) Combo/Vactor Truck with Operator 285.00 HR (minimum 4 hours) Additional Laborer: 95.00 HR (iniiiii'num 4 Hours) CCTV Lateral launching Truck & Surface Locating Laterals:$ 395.00 HR (Minimim 4 hours, includes 2 operators)
251
exhisrrS

REQUEST FOR PROPOSAL (RFP)

SAINITARY SEWER MAIN CCTV INSPECTION SERVICES
PROPOSAL FEE SCHEDtJLE
Tbe pricing submitted on tliis sl'ieet shall include all sei'vices requested under Exhibit A, Scope of Work.

Item
No. Description of lVork
Estimated
Quantities Unit Unit Cost
I
6" to 18" Pipe:

CCTV and Condition
Assessment, inspection,
including sewer cleaning, traffic
control, nuisance water
protection, debris removal,
liauling, and dump fee, safety
requirements, etc. for FY
2022/23.
126,000 LF
$ 0, (75
7 6'5 to 18" Pipe:

CCTV and Condition
Assessment, inspection,
including sewer cleaning, traffic
control, nuisance water
protection, debris removal,
liauling, and dump fee, safety
requirements, etc. for FY
2023/24.
63,000 LF $ o,q'g
3 6" to 18" Pipe:

CCTV and Condition
Assessment, inspection,
including scwer c)eaniiig, traffic
control, miisance water
protection, debi-is removal,
l'iauling, and dump fee, safety
requireinents, etc. for FY
2024/25.
63,000 LF
fl).00
' tic? 7,i0.00
:' 6J, 1'lO. {)0
6'5 000. 0€)
Request [or Proposal Page 13 of 16
ThisJorin iiiiist be subiiiitted with the PROPOSAL
252
PIPE TEC INC.
4 Siphons:

CCTV and Condition
Assessment, inspection,
incltiding sewer cleaning,
vacuum pumping, flow isolation,
traffic control, nuisance water
protection, debris removal,
hauling, and dump fee, safety
requirements, etc. for FY
2022/23 througli FY 2024/25.
40 Hours
I
I
tl .
%D'>.oo
I
I
5 As Needed Emergency Callouts
- Sanitary Sewers System:

Emergency call-out for sewer
spills including, but not limited
to, cleanup, liauling, disposal,
and traffic control, for FY
2022/23 througli FY 2024/25.
40 Hours
I
I
I
.11 5 SO. O0
TOTAL COST ITEMSl THR.
5 (IN FIGURES)
TOTA / .' ' J'JLl'lO.O(:)
TOTAL COST ITEMSI THR.
5 (IN FIGURES) Tvo 41t-ioilr=al Nine% %lii lLi',nr=J T'u-' llut=,'iiJ 13,oat>.o>
2 !,/2, wo b's>
All l#em5
ptttlt))11ss
A. Please specify if a minimum timc is billed for eacl'i call-out if requested by tlie City to repoit to Work: '/ Hours.

B. Attacli your Company's Standard Rate Schedule for labor, material and equipment including holidays and overtime. Tlie rates shown on tlie coi'npany's standard ratc scliedule marlc-ups, overliead and profit. If in case the standard rate schedule does not include mark- ups, overhead, and profit, append an attacht'nent showing tl'ie necessary allowances formark-ups, overhead and profit.

Terms of Extension
A contract entered may bc cxtended for up to tivo separate consecutive periods of one-year eac)iat the option of the City.

Citv Budget
Reqriest for Proposal Page 14 of 16
Thisfimain iiuist be sxibmittetl with the PROPOSAL
253
P!fPE TEC INC.

PROPOSER'8 INFORMATION
PROPOSER certifies that tlie following information is true and correct:

Company Name Pipe le.c )n<
BusinessAddress 5)"S E.)toh S4Tce.* [5ci(rAym- Ark, (11 ril70G Telephone ( (>2G ) 33% -/'/ Sq
State Contractor's License No. and Class A ' (I %7 7r6'( OriginalDateIssued 17)/1'!'/X)B ExpirationDate 10/'3)/.202'5 ProposerName/Title: iblstie( A. /" l-, - Piesi l'ffl Autliorized Signaffire:

Plsone: ((J")33% -I'B'l Fax: (czt.') sgr:b-ttvt.z
Email:
l'P€i) (2 I>Wet-iri c. tt>,-h
Request for Proposal Page 16 of 16
T/iisjorin must be submitted svitli the l'ROPOSAL
254
PIPE TEC fNC.

Thc City l'ias a budget of $147,000 for FY 2022/23 services which includes $122,000 for CCTV inspection services and $25,000 for as-needed services. Tl'ie City's annual budget for FY2023/24 and 2024/25 $100,000 wl'iich includes $75,000 for CCTV inspection services and$25,000 for as-needed setavices annually.

Note to Proposer: The quantities estimated above are for the purpose of evaluation of the proposal submitted by the Proposer, not guaranteed work. The City reserves tlie right to assign more or less qriantities/work for tlie same unit or crew hourly rate at the unit price provided bythe Contractor herein. Tlie City is not obligated to any minimum or maximum quantities/worlc rinder the contract. Nothing in these documents or elsewliere in the contractdocuments shall be construed as obligating the City to do so.

Propu!'be
hl/lbx:b
Date
CC!VLPANY NAME: /'{ ":yeTcc , /7) ( .

Request for Proposai Page 15 of 16
This forni iiiiist be siibinitted with the PROPOS,4L 255
ixiirli: 'r-r:c.

PIPE TEC, INC.
5103 Elton Street Baldwin Park, CA 91706
Tel. (626) 338-1434 Fax. (626) 338-1442
Email: [email protected]
Pipe Tec Rates Effective July 1, 2022 to July 1, 2023 CCTV Camera Truclc with Operator $ 250.00 HR (minimum 4 liours) Combo/Vactor Truck with Operator 285.00 HR (minimum 4 hours) Additional Laborer: 95.00 HR (minimum 4 Hours)
CCTV Lateral launching TIllCk & Surface Locating Laterals:$ 395.00 HR (Minimum 4 hours, includes 2 operators)
5?-256
Item No. 10
C1TYMANA8ER!SDFFICE
MAY 1 7 2023
: B'y;iv-o
City of South Gate

CITY COUNCIL
AG-ENDA J?I[LL
For e Reg Meeting of: May 23, 2023
ent: Public Works
Department Director:

Artur
City Manager:

SUBJECT: AGREEMENT WITH WGJ ENTERPRISES, INC., FOR THE

CONSTRUCTION OF THE THERMOPLASTIC STRIPING OF STREETS CITYWIDE, CITY PROJECT N0. 654-ST
PURPOSE: To award an agreement to WGJ Enterprises, Inc. ("WGJ") for the construction of the Thermoplastic Striping of Streets Citywide, City Project No. 654-ST ("Project") which is budgeted in the Capital Improvement Program.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving an Agreement with WGJ Enterprises, Inc. ("Agreement"), for the construction of the Thermoplastic Striping of Streets Citywide, City Project No. 654-ST ("Agreement"), in an amount not-to-exceed $100,860;
b. Declaring the Thermoplastic Striping of Streets Citywide, City Project No. 654-ST, categorically exempt under Title 14 of the California Code of Regulations, Section 15301 of the California Environmental Quality Act ("CEQA"); c. Approving the Notice of Exemption for the construction of the Thermoplastic Striping of Streets Citywide, City Project No. 654-ST and directing the City Clerk to file it with the Los Angeles County Registrar Recorder's Office; and d. Authorizing the Mayor to execute the Agreement in a form acceptable to the City Attorney.

FISCAL IMPACT: There is no impact to the General Fund. The proposed Agreement is in the amount of $100,860 of which is proposed to be funded with Proposition C Funds. The Project is a part of the Capital Improvement Program. It is fully funded with $150,860 in Proposition C Funds. The proposed project budget is summarized below.

Pro,iect Services Proposition C
Con-struction Agreement - $100,860
Construction Contract Contingency $15,000
Construction Management and Inspection $20,000
Construction Manag-ement and Inspection Contingency $10,000 Staff Time (Pro.iect-Management and Field Opera-tions) $5,000 Total $150,860
I
257
ANALYSIS: The proposed Agreement was procured through a competitive bid process. The lowest bidder was required to be determined based on the lowest amount of the Base Bid. WGJ submitted the lowest responsible and responsive bid. The proposed Agreement is recornrnended to be awarded to WGJ for the construction of the project.

BACKGROUND: The City's roadway network has over 125 miles of streets. The street pavements are marked with pavement legends and crosswalks that require thermoplastic material. A field survey was conducted citywide to identify the condition of the yellow crosswalks adjacent to the schools. The existing crosswalks and pavement markings were faded and deteriorated and are in need of maintenance. The proposed project will restripe the yellow crosswalks and pavement markings adjacent to schools, which will lead to enhanced visibility and pedestrian safety.

An Agreement is necessary to start construction. On March 22, 2023, staff advertised the Notice Inviting Bids for construction in the Daily Journal. The Project was also advertised on the City's website and Ebidboard. On April 13, 2023, the City held a bid opening at the City Clerk's Office. One bid was received from WGJ in the amount of $100,860. $182,000 is the engineer's estimate. After completion of the bid analysis, WGJ was confirmed to be the lowest responsible bidder and its bid was confirmed to be responsive.

Staff have checked the contractor's references. Having been in existence as a general contractor for thirty-one (31 ) years, WGJ has the necessary experience to perform the work required for the Project. Based in the City of Azusa, WGJ has success:fully completed similar projects for other public agencies.

Pursuant to the guidelines of the California Environmental Quality Act (CEQA), the Project was categorically exempt under Title 14 of the California Code of Regulations, Existing Facilities Section 15301 Class (c): Existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilities.

Construction of the Project is scheduled to begin in June 2023 and be completed in July 2023.

ATT ACHMENTS: A.

B.

C.

Proposed Agreement
Notice of Exemption
Location Map
JL:lc
2 258
Attachment A

AGREEMENT FOR THE THERMOPLASTIC STRIPING OF STREETS CITYWIDE PROJECT, CITY PROJECT N0. 654-ST BETWEEN THE CITY OF SOUTH GATE AND WGJ ENTERPRISES, INC.

This Agreement for the Thermoplastic Striping of Street Citywide Project, City Project No. 654- ST ("Agreement"), is made and entered into on May 23, 2023, by and between the City of South Gate, a municipal corporation ("City"), and WGJ Enterprises, Inc., a California corporation, License No. 415490 ("Contractor"). City and Contractor are sometimes hereinafter individually referred to as a "Party" and collectively referred to as "Parties." The City and the Contractor hereto mutually agree as follows:

ARTICLE I

THE PROJECT
For and in consideration of the mutual promises set forth herein, Contractor agrees with City to perform and complete in good and workmanlike manner all work required by the Contract Documents for City Contract No. +-+sy which involves the Thermoplastic Striping of StreetsCitywide Project, City Project No. 654-ST.

Said work shall be performed in accordance with the Plans, Specifications, and other Contract Documents, all of which are referenced in Article III hereof and incorporated herein as though fully set forth. Contractor shall furnish at its own expense all labor, materials, equipment and services necessary therefore, except such labor, materials, equipment and services as are specified in the Contract Documents to be furnished by City.

ARTICLE II
CONTRACT StJM AND PAYMENT
For performing and completing the work in accordance with the Contract Documents, City shall pay Contractor, in full compensation therefore, the contract sum of One Hundred Thousand Eight Hundred Sixty Dollars ($100,860) set forth inthe Bid Schedule(s) that are included among the Contract Documents. Said sum shall constitute payment in full for all work performed hereunder, including, without limitation, all labor, materials, equipment, tools and services used or incorporated in the work, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of the work as specified in the Contract Documents. City shall make payments to Contractor on account of the contract sum at the time, in the manner, and upon the conditions specified in the Contract Documents. l
259

ARTICLE III

CONTRACT DOCUMENTS
The Contract Documents, which constitute the entire Agreement between the City and the Contractor, are enumerated as follows: the Notice Inviting Bids, the Instructions to Bidders, the Accepted Proposal, the Bid Schedule(s), the List of Subcontractors, Contractor's Industrial Safety Record, the Contractors Qualification Statement, the Bid Security Forms for Check or Bond, this Agreement, the Worker's Compensation Insurance Certificate, the Performance Bond, the Payment Bond, the Non-Collusion Affidavit, the Specifications, and Special Provisions and all addenda as prepared prior to the date of bid opening setting forth any modifications or interpretations of any of said documents, and any and all supplemental agreements heretofore or herewith executed amending or extending the work contemplated and which may be required to complete the work in a substantial and acceptable manner, all of which are referred to as the Contract Documents. These form the entire "Contract", and all are as fully a part of the Contract as if attached to this Agreement or repeated herein.

ARTICLE IV

INDEMNIFICATION
The Contractor shall indemnify, hold harmless and defend (with counsel selected by the City), the City of South Gate and its affiliated entities, its officers, employees, consultants and sub- consultants, their respective officers, agents, employees (collectively the "Indemnified Parties"), from any and all claims and losses whatsoever occurring or resulting to any and all persons, firms, or corporations furnishing or supplying work, services, materials, or supplies in connection with the performance of this Agreement, any and all claims, lawsuits or actions arising from the awarding or execution of this Agreement, and from any and all claims and losses occurring or resulting to any person, firm, corporation or property for damage, injury, death arising out of or connected with the Contractor's obligation to indemnify, defend and save harmless the "Indemnified Parties" as stated hereinabove including, but not be limited to, paying all legal fees and costs incurred in coru'iection with any such claims, losses, lawsuits or actions. THIS

PROVISION SHALL SURVIVE THE COMPLETION OF WORK AND SERVICES TO BE PROVIDED UNDER THIS AGREEMENT AND THE OTHER CONTRACT DOCUMENTS.

ARTICLE V

COMMENCEMENT, COMPLETION AND LIQUIDATED DAMAGES
Contractor shall commence work on a date to be specified in a written Notice to Proceed from the City's Director of Public Works and shall complete all work for each phase within 4 to 10 working days PER PHASE to complete all work from the date of the City's Notice to Proceed for each phase of work, unless authorized otherwise by the City Engineer. All work is expected to be completed within 2 months of the initial NTP, including all phases, thereafter (subject to "force majeure" delays, if any, to the extent allowed under the Contract Documents). If the work is not completed within that time, Contractor shall owe and pay to the City liquidated damages in the 2 260
amount or amounts set forth in the Contract Documents.

ARTICLE VI

EFFECTIVE DATE
This Agreement shall become effective and commence on May 23, 2023.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

BY:

Maria del Pilar Avalos, Mayor
Dated:

ATTEST:

By:

Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:

By: a--iQ!l!"c'ity"htt----y
WGJ ENTERPRISES, INC.:

By:

William G. Jacob, President
Dated:
3 261

WORKER'S COMPENSATION INSURANCE CERTIFICATE
The Contractor shall execute the following form as required by the California Labor Code, Sections 1860AND 1861.

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before cornmencing the performance of the work of this Contract.

DATED:

WGJ ENTERPRISES, INC.

By:

William G. Jacob
President
Title
ATTEST:

B7:

Signature
Title
262

INDEMNIFICATION AND LIABILITY INSURANCE REQUIREMENTS The following requirements must be met when submitting insurance certificates to the City of South Gate in connection with Public Works and other projects:

The insurance certificate must be issued to the City of South Gate, 8650 CaliforniaAvenue, South Gate, CA 90280, attention of the City Engineer.

The City of South Gate, South Gate Housing Authority, and their officers, employees, elected officials, and agents must be shown as additional insured per ISO CG 20 1011 85, and separate endorsement signed by an authorized representative of the insurance company is required.

The City has the right to request a copy of complete insurance policy including all endorsements and certificates.

The Certificate must include cross liability coverage either included in the Cornrnercial General Liability coverage, and so indicate on the face of the Certificate under that heading or by separate endorsement.

The Certificate should also indicate that the insurance covers "All Operations" or should specify the particular services to be provided.

Contractor shall procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors
Minimum Scope of Insurance
Coverage shall be at least as broad as:

1. Insurance Services Office Commercial General Liability coverage (occurrence from CG 0001).

2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).

3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

4. Course of Construction insurance covering for "all risks" of loss. Earthquake and flood insurance is not required to be furnished by the Contractor 5 263
Contractor shall maintain limits no less than:

1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Cornrnercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the project which is the subject of this Agreement and the location where work thereunder is to be performed, or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.

4. Course of Construction: Completed value of the project that is the subject of this Agreement.

Deductibles and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self- insured retention as respects the City, its officers, officials, employees and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

Other Insurance Provisions
The general liability and automobile policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as insurers with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to the Contractor's insurance or as a separate owner's policy.

2. For any claims related to the project that is the subject of this Agreement, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be in excess of the Contractor's insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, or modified, by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 6 264
Course of construction policies shall contain the following provisions:

1. The City shall be named as loss payee.

2. The insurer shall waive all rights of subrogation against the City.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the City or on other than the City's forms, provided those endorsements or policies conform to the requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

Subcontractors
Contractor shall include all subcontractors as insurers under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

Indemnification
The Contractor shall indemnify, hold harmless and defend (with counsel selected by the City of South Gate), the City of South Gate, the City of South Gate Housing Authority, their consultants and sub-consultants, and their respective officers, agents, and employees, from any and all claims and losses whatsoever occurring or resulting to any and all persons, firms, corporations or other entities furnishing or supplying work, services, materials, or supplies in connection with the performance of this Agreement, any and all claims, lawsuits or actions arising from the awarding or execution of this Agreement, and from any and all claims and losses occurring or resulting to any person, firm, corporation or other entity, or property for damage, injury, death arising out of or connected with the Contractor's obligation to indemnify, defend and save harmless the City of South Gate, the City of South Gate Housing Authority, their consultants, sub-consultants, and other parties listed above, as stated hereinabove shall include, but not be limited to, paying all legal fees and costs incurred by legal counsel of the City of South Gate's choice in representing the City of South Gate, the City of South Gate Housing Authority, consultants and sub-consultants in connection with any such claims, losses, lawsuits or actions. THIS PROVISION SHALL

SURVIVE THE COMPLETION OF WORK AND SERVICES TO BE PROVIDED tJNDER THIS AGREEMENT
7 265

THERMOPLASTIC STRIPING OF STREETS CITYWIDE PROJECT CITY PROJECT NO. 654-ST

FAITHFUL PERFORMANCE BOND
100% OF CONTRACT AMOUNT
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the City of South Gate ("City" herein) has awarded to WGJ Enterprises Inc., ("Contractor" herein) a Contract for:

THERMOPLASTIC STRIPING OF STREETS CITYWIDE PROJF,CT,, CITY PROJECT NO. 654-ST; and
WHEREAS, said Contract is incorporated herein by this reference; and WHEREAS, said Contractor is required under the terms of said Contract to furnish a bond for the faithful performance of said Contract;
NOW, THEREFORE, we, Contractor and as Surety,
are held and firmly bound unto the City in the penal sum of One Hundred Thousand Eight Hundred Sixty ($100,860) lawful money of the United States, for the payment of which we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

The condition of this obligation is such that the obligation shall become null and void if the above-bounded Contractor, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to, abide by, well and truly keep and perform the covenants, conditions and provisions in said Contract and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemni'fy and save harmless the City, its officers, agents and employees, as therein stipulated; otherwise, this obligation shall be and remain in full force and effect.

As a part of the obligation secured hereby, and in addition to the face amount specified, costs and reasonable expenses and fees shall be included, including reasonable attorneys' fees, incurred by the City in successfully enforcing the obligation, all to be taxed as costs and included in any judgment rendered.

The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, the work to be performed thereunder, or the specifications that accompany the Contract shall in any manner affect its obligations on this bond. The Surety hereby waives notice of any such change, extension of time, alteration or addition to the terms of the Contract, the work, or the specifications.
8 70266
Note: All signatures must be acknowledged before a notary public. Attach appropriate acknowledgment.

CONTRACTOR NAME:

B7:

William G. Jacob
Title: President
(Type address of Contractor)
(Type name of Surety)
(Type address of Surety)
By:
(Signature of authorized officer)
(Title of officer)
APPROVED AS TO FORM:

BY:

Raul F. Salinas, City Attorney
9 267

THERMOPLASTIC STRIPING OF STREETS CITYWIDE PROJECT CITY PROJECT NO. 654-ST
100% PAYMENT BOND
WHEREAS, the City of South Gate, South Gate, California ("City" herein), has awarded to WGJ Enterprises Inc., ("Contractor" herein) a Contract for the work described as follows:

THERMOPLASTIC STRIPING OF STREETS CITYWIDE PROJECT CITY PROJECT N0. 654-ST
WHEREAS, said Contractor is required to :turnish a bond in connection with said Contract, to secure the payment of claims of laborers, mechanics, material suppliers and other persons, as provided by law;
NOW, THEREFORE, we, the undersigned Contractor and Surety, are held firmly bound unto the City inthe sum of One Hundred Thousand Eight Hundred Sixty ($100,860) for which payment 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 said Contractor, its heirs, executors, administrators, successors, assigns, or subcontractors shall fail to pay any of the persons named in Civil Code Section 9100(a), or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract, or any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, with respect to such work and labor, then the Surety herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. If suit is brought upon this bond, the said Surety will pay a reasonable attorney's fee to the plaintiff(s) and the City in an amount to be fixed by the court.

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

Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or modification of the Contract Documents or the work to be performed thereunder shall in any way affect its obligations onthis bond, and it does hereby waive notice of such change, extension of time, alteration or modification of the Contract Documents or of work to be performed thereunder.

IN WITNESS WHEREOF, this instrument has been duly executed by the above-named Contractor and Surety on , 2023.
10 268
Note: All signatures must be acknowledged before a notary public. Attach appropriate acknowledgment.

CONTRACTOR:

WGJ ENTERPRISES INC.

B7:

William G. Jacob
Title:
(Type address of Contractor)
(Type name of Surety)
(Type address of Surety)
BY:
(Signature of authorized officer)
(Title of officer)
APPROVED AS TO FORM:

By:

Raul F. Salinas, City Attorney
11 /J 269

NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY

EACH AWARDEE OF A PRINCIPAL CONTRACT

ST ATE OF CALIFORNIA

COUNTY OF
being first duly sworn, deposes and says that he is of (sole owner, a
partner, president, etc.) the party making the foregoing bid, that such bid is not made in the interest of or behalf of any undisclosed person, partnership, company, association, organization or corporation, that such bid is genuine and not collusive or sham, that said bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding, that said bidder has not in any maru'ier, directly or indirectly, sought by agreements, communication or conference with anyone to fix the bid price of said bidder or of any other bidder, or to fix the overhead, profit or cost element of such bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the Contract or anyone interested in the proposed Contract; that all statements contained in such bid are true and, further, that said bidder has not, directly or indirectly, submitted his bid price, or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid and will not pay any fee in connection therewith to any corporation, partnership, company, association, organization, bid depository or to any member or agent thereof, or to any other individual, except to such person or persons as have a partnership or other financial interest with said bidder in their general business.

Signed
Title
Subscribed and sworn to before me this day of , 2023.

Notary Public
(Attach Notary Certificate)
12 14270
Attachment B
Notice of Exemption
To: Office of Planning and Research
P.0. Box 3044, Room 113
Sacramento, CA 95812-3044
County Clerk
County of: LoS Angeles
12400 E. Imperial Hwy
Norwalk, CA 90650
Appendix E
From:(Public Agency): City of South Gate
Public Works Department
8650 California Avenue, South Gate, CA 90280-3075 (Address)
pro;ecl71,.TFlerm0plaSialCS[ralplngOfSireeiSCI%WaldePrOjeClCli7PrOjeCiN0.654-ST Project Applicant: City of South Gate
Project Location - Specific:

Streets located citywide.

Project Location - City: Sou'h Ga'e Project Location - County: Los AngeleS Description of Nature, Purpose and Beneficiaries of Project:

The project involves the re-striping of existing crosswalks, limit lines and pavement markings with thermoplastic citywide.

Name of Public Agency Approving Project: C"y of Soulh Ga'e Name of Person or Agency Carrying Out Project: C'y of Soulh Ga'e Exempt Status: (check one):
€ Ministerial (Sec. 21080(b)(1); 15268);
[] Declared Emergency (Sec. 21080(b%3); 15269(a));
[] Emergency Project (Sec. 21080(b%4); 15269(b%c));
[x Categorical Exemption. State type and section number: SeCuon 153o' Class I(d) € Statutory Exemptions. State code number:

Reasons why project is exempt:

The work falls under the category of restoration of damaged traffic signal poles and traffic signal equipment.

Therefore, this project qualifies for a Categorical Exemption Section 15301 Class 1 (d) under existing facilities and has no significant effects on the environment.

Lead Agency
Contact Person: JoSe Loera Area Code/Telephone/Extension: 323-563-9578 If filed by applicant:

1. Attach certified document of exemption finding.

2. Has a Notice of Exemption been filed by the public agency approving the project?, [x Yes [] No Signature: Date:
(x Signed by Lead Agency € Signed by Applicant
Authority cited: Sections 21083 and 21110, Public Resources Code.

Reference: Sections 21108, 21152, and 21152.1, Public Resources Code.

Title: ACM/DPW
Date Received for iiling at OPR:

Revised 2011
/6" 271
STATE S'laRlJ2ala AND TWEEDY BOULEVARD
SANTA FE AVENUE AND WllLOW PLACE

PENNSYLVANIA AVENUE AND MCKINLEY AVE
PENNSYLVANIA AVENUE AND MAIN STRnET
PENNSYlVANIA AVENUE AND CENTURY BOUlEVARlI)
SOUTHERN AVEI%UE AND SAN VTNCENTE AVENUn
MiSSOURI AVENtE lliND DEARBORN AVENliE
MISSOURI AVENUE AND VICTORiA AVENUE
MISSOURI AVENUE AND SAN MIC;UEL AVENUE

SAN JUAN AVENUE AND INDEPENDENCE AVENUE

MISSOURI AVENUE AND ALEXANDER AVENUE
)CAUFFMAN AVENUR AND DOROTHY AVENUE
KAUFFMAN AVENUE AND FIRESTONE BOU1.EVARD
LIBERTY BOU{.EVARD AND BEACHWOOD AVENUE
filBERTY BOULEVARD ASD COMMERCIAL PLACE
LIBERTY BOULEVARD AND SEVIILE AVENUE OP p
AaAMOU. 3
(D
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o
272
C11YMANA8ER!SUFFICE Item No. 11
MAY ! y 2023
{),' 10 4y- City of South Gate

CITY COUNCIL

AGENDA JBTLL
Department Director:

For the Regular M
Ori a a
of: May 23, 2023
ent: Public Works
City Manager:

SUBJECT: AGREEMENT WITH SEQUEL CONTRACTORS, INC., FOR THE

CONSTRUCTION OF THE LONG BEACH BOULEV ARID STREET IMPROVEMENTS PROJECT, CITY PROJECT N0. 515-ST, FEDERAL PROJECT NOS. ATPL-5257(033) AND HSIPL-5257(037)
PURPOSE: To award an Agreement to Sequel Contractors, Inc., ("Sequel") for the construction of the Long Beach Boulevard Street Improvements Project, City Project No. 515-ST ("Project"). The Project was competitively bid, and Sequel submitted the lowest responsible and responsive bid.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving an Agreement with Sequel Contractors, Inc. ("Agreement"), for the construction of the Long Beach Boulevard Street Improvements Project, City Project No. 515-ST, in an amount not-to-exceed $7,578,763;
b. Appropriating $780,000 in Road Mitigation Funds from the fund balance to fully fund construction on the Long Beach Boulevard Street Improvements Project, City Project No. 515-ST;
c. Authorizing the City Manager to approve change orders administratively up to a cumulative amount of $500,000 to avoid delaying construction if change order work is needed;
d. Authorizing the City Manager to approve pre-payments of construction progress payments for the construction contract to meet compliance with state legislation that requires payments within 30 days;
e. Declaring the Long Beach Boulevard Street Improvements Project, City Project No. 515- ST, Categorically Exempt under Title 14 of the California Code of Regulations, Section 15301 of the California Environmental Quality Act ("CEQA"); f. Approving the Notice of Exemption for the construction of the Long Beach Boulevard Street Improvements Project, City ProjectNo. 515-ST; and g. Authorizing the Mayor to execute the Agreement in a form acceptable to the City Attorney.

FISCAL IMPACT: There is no impact to the General Fund. The proposed Agreement is in the amount of $7,578,763. An appropriation in the amount of $780,000 in Road Mitigation Funds is needed to fully :tund construction costs since the bid received was higher than the engineer's estimate. The project budget is summarized below.

I
273
HSIPL ATPL Urban Green Measure R SB-l Local Funds Total Budget Design Phase $342,500 $327,000 $80,000 $236,673 $112,741 $1,098,914 Const. Contract $1,008,310 $1,923,000 $1,429,200 $809,490 $300,000 $2,108,763 $7,578,763 Const. Contingencies $110,000 $50,000 $450,000 $610,000 Const. Management $170,000 $98,Ooo $150,000 $101,478 $519,478 Constniction Support $64,759 $64,759
Other Costs $135,000 $100,000 $67,235 $417,559 $719,794 Total Pro,ject Costs $1,485,810 $2,250,000 $1,779,200 $1,321,398 $500,000 $3,128,903 $10,591,708 ANALYSIS: The proposed Agreement was procured tmough a competitive bid process. The bid documents required a Base Bid and three Additive Alternate Bids. The lowest bidder was required to be determined based on the lowest amount of the Base Bid. Based on this requirement, Sequel submitted the lowest responsible and responsive bid. The bid analysis is included in Attachment "A."
The bid strategy advertised for constniction bids included a Base Bid and three "Additive Alternates" because the desired improvements exceeded the project's budget for construction.

The engineer's estimate was $6,800,000 for the Base Bid and seven Additive Alternate Bids; however, the construction cost, based on the low bidder, was $7,578,763. The Additive Alternates provided an opportunity to obtain bids for improvements that are not required to be included in the proposed Agreement. In consideration of the bids received, the project budget and the availability of Road Mitigation funding, staff is recornrnending that the proposed Agreement include the Base Bid only and exclude all seven Additive Alternate bids.

The table below includes the bid strategy with respective improvements, engineer's estimates and the bid received from the low bidder. It is noted that Tier 1 sidewalk improvements are included in the Base Bid and Tier 2 sidewalk improvements are not. Tier l are those improvements needed for safety. Tier 2 are minor issues such as cracked or chipped concrete that do not pose a liability or are not essential for completion. Tier 2 sidewalk improvements may be completed with the project if sufficient contingency :tunding remains.

Proposed Improvements Engineers Estimate Bid Amount
Base Bid
(Grant
Funded)
Grant funded items such as sidewalk, curb ramps, curb/gutter, pedestrian lighting, push button, flashing beacons, bike racks, new trees, pavement rehabilitation, medians with hardscape and landscaping, signing/striping, bioswale and irrigation systems. $6,800,000 $7,578,763
AA No. A Tier 2 Concrete such as sidewalk, driveway, curb, and gutter $590,000 $613,814 AA No. B Pedestrian Lighting along north of Admore Avenue $577,600 $1,148,000 AA No. C Median No. 5 within Willow Place $500,000 $550,151 AA No. D Median No. 7 within Kansas Avenue $580,000 $610,871 AA No. E Median Lighting $313,800 $550,155
AA No. F Street Furniture $225,000 $348,600
AA No. G Bus Shelter $1,300,000 $1,208,000
Total $10,886,400 $12,608,35=1
2 274
BACKGROUND: The Project is a part of the Capital Improvement Program. It proposes safety, traffic circulation, landscaping and greening and beautification improvements from Santa Aria Street to Tweedy Boulevard. The vision for Long Beach Boulevard is to transform the corridor with a complete streets design to accommodate vehicular, bike and pedestrian traffic, to improve safety, traffic circulation, greening, energy efficiency, and to promote alternative modes of transportation.

On February 6, 2023, staff advertised the Notice Inviting Bids for construction in the Daily Journal. The Project was also advertised on the City's website and Ebidboard. On March 23, 2023, the City held a bid opening at the City Clerk's Office. Three (3) bids were received as summarized below. After completion of the bid analysis, Sequel was confirmed to be the lowest responsible bidder and its bid was confirmed to be responsive.

Contractor Total
Base Bid
Additive Alternate Bids (AAB) Total
Base Bid plus
AAB
Total
Sequel, Santa Fe Springs $7,578,763 $5,310,736 $12,889,499 All American Asphalt, Corona $9,657,927 $4,530,73 I $14,188,658 Sully-Miller Contracting, Brea $11,379,763 $5,561,525 $16,941,288 Engineer's Estimate $6,800,000 $4,086,400 $10,886,400
Sequel is based in Santa Fe Springs, California. The company has been in business for over thirty (30) years. Staff contacted listed references and received positive commentary. The company has the capacity and experience to perform the work required under the bid solicitation. Further, Sequel has experience working for the City. They constructed the street improvements recently completed on Garfield Avenue, Imperial Highway, and the Firestone/Otis intersection. They were recently awarded construction contracts for the Residential Resurfacing Project, Garfield Ave Complete Streets Project, and Firestone Boulevard Capacity Enhancement, Phase II Project.

Pursuant to the guidelines of the California Environmental Quality Act ("CEQA"), this Project is categorically exempt under Title 14 of the California Code of Regulations, Section 15302, Class 2 exemption for minor alteration to Land, which was filed with the County Clerk/Registrar- Recorder, County of Los Angeles on May 23, 2022.

Construction is scheduled to begin in July 2023 and scheduled for completion in February 2024.

ATT ACHMENTS:

KT:lc
A. Proposed Agreement
B. Location Map
C. Bid Schedule
D. Notice of Exemption
E. Budget Summary
3 275
Attachment A

AGREEMENT FOR THE LONG BEACH BOULEVARD STREET
IMPROVEMENTS PROJECT, CITY PROJECT N0. 515-ST, FEDERAL PROJECT NOS. ATPL-5257(033) AND HSIPL-5257(037), BETWEEN THE CITY OF SOUTH GATE AND SEQUEL CONTRACTORS, INC.

This Agreement for the Long Beach Boulevard Street Improvements Project, City Project No. 515-ST ("Agreement"), is made and entered into on May 23, 2023, by and between the City of South Gate, a municipal corporation ("City"), and Sequel Contractors, Inc., a California corporation, License No. 610600 ("Contractor"). City and Contractor are sometimes hereinafter individually referred to as a "Party" and collectively referred to as "Parties." The City and the Contractor hereto mutually agree as follows:

ARTICLE I

THE PROJECT
For and in consideration of the mutual promises set forth herein, Contractor agrees with City to perform and complete in good and workmanlike manner all work required by the Contract Documents for City Contract No. , which involves the Long Beach Boulevard Street Improvements Project, City Project No. 515-ST.

Said work shall be performed in accordance with the Plans, Specifications, and other Contract Documents, all of which are referenced in Article III hereof and incorporated herein as though fully set forth. Contractor shall furnish at its own expense all labor, materials, equipment and services necessary therefore, except such labor, materials, equipment and services as are specified in the Contract Documents to be furnished by City.

ARTICLE II

CONTRACT SUM AND PAYMENT
For performing and completing the work in accordance with the Contract Documents, City shall pay Contractor, in full compensation therefore, the contract sum of Seven Million Five-Hundred Seventy-Eight Thousand Seven Hundred and Sixty-three Dollars ($7,578,7631 set forth in the Bid Schedule(s) that are included among the Contract Documents. Said sum shall constitute payment in full for all work performed hereunder, including, without limitation, all labor, materials, equipment, tools and services used or incorporated in the work, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of the work as specified in the Contract Documents. City shall make payments to Contractor on account of the contract sum at the time, in the manner, and upon the conditions specified in the Contract Documents.
276

ARTICLE III

CONTRACT DOCUMENTS
The Contract Documents, which constitute the entire Agreement between the City and the Contractor, are enumerated as follows: the Notice Inviting Bids, the Instructions to Bidders, the Accepted Proposal, the Bid Schedule(s), the List of Subcontractors, Contractor's Industrial Safety Record, the Contractors Qualification Statement, the Bid Security Forms for Check or Bond, this Agreement, the Worker's Compensation Insurance Certificate, the Perfortnance Bond, the Payment Bond, the Non-Collusion Affidavit, the Specifications, and Special Provisions and all addenda as prepared prior to the date of bid opening setting forth any modifications or interpretations of any of said documents, and any and all supplemental agreements heretofore or herewith executed amending or extending the work contemplated and which may be required to complete the work in a substantial and acceptable manner, all of which are referred to as the Contract Documents. These form the entire "Contract", and all are as fully a part of the Contract as if attached to this Agreement or repeated herein.

ARTICLE IV

INDEMNIFICATION
The Contractor shall indemnify, hold harmless and defend (with counsel selected by the City), the City of South Gate and its affiliated entities, its officers, employees, consultants and sub- consultants, their respective officers, agents, employees (collectively the "Indemnified Parties"), from any and all claims and losseS whatsoever occurring or resulting to any and all persons, firms, or corporations furnishing or supplying work, services, materials, or supplies in connection with the performance of this Agreement, any and all claims, lawsuits or actions arising from the awarding or execution of this Agreement, and from any and all claims and losses occurring or resulting to any person, firm, corporation or property for damage, injury, death arising out of or connected with the Contractor's obligation to indemnify, defend and save harmless the "Indemnified Parties" as stated hereinabove including, but not be limited to, paying all legal fees and costs incurred in connection with any such claims, losses, lawsuits or actions. THIS

PROVISION SHALL SURVIVE THE COMPLETION OF WORK AND SERVICES TO BE PROVIDED UNDER THIS AGREEMENT AND THE OTHER CONTRACT DOCUMENTS.

ARTICLE V

COMMENCEMENT, COMPLETION AND LIQUIDATED DAMAGES
Contractor shall commence work on a date to be specified in a written Notice to Proceed from the City's Director of Public Works and shall complete all work within One Hundred and Sixty Eight (168) working days therea:tter (subject to "force majeure" delays, if any, to the extent allowed under the Contract Documents). If the work is not completed within that time, Contractor shall owe and pay to the City liquidated damages in the amount or amounts set forth in the Contract Documents.
277

ARTICLE VI

EFFECTIVE DATE
This Agreement shall become effective and commence on May 23, 2023.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

By:

Maria del Pilar Avalos, Mayor
Dated:

ATTEST:

By:

Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO g0r:ny,-.gaN
Raul [ Salinas, City Attorney
SEQUEL CONTRACTORS, INC.

By:

Thomas Pack, President
Dated:
278

WORKER'S COMPENSATION INSURANCE CERTIFICATE
The Contractor shall execute the following form as required by the California Labor Code, Sections 1860 AND 1861.

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before comrnencing the performance of the work of this Contract.

DATED:

SEQUEL CONTRACTORS,
Contractor
INC.

BY:

Thomas Pack
President
Title
ATTEST:

B7:

Signature
Title
279

INDEMNIFICATION AND LIABILITY INSURANCE REQUIREMENTS The following requirements must be met when submitting insurance certificates to the City of South Gate in connection with Public Works and other projects:

The insurance certificate must be issued to the City of South Gate, 8650 California Avenue, South Gate, CA 90280, attention of the City Engineer.

The City of South Gate, South Gate Housing Authority, and their officers, employees, elected officials, and agents must be shown as additional insured per ISO CG 20 101185, and separate endorsement signed by an authorized representative of the insurance company is required.

The City has the right to request a copy of complete insurance policy including all endorsements and certificates.

The Certificate must include cross liability coverage either included in the Commercial General Liability coverage, and so indicate on the face of the Certificate under that heading or by separate endorsement.

The Certificate should also indicate that the insurance covers "All Operations" or should specify the particular services to be provided.

Contractor shall procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors.

Minimum Scope of Insurance
Coverage shall be at least as broad as:

1. Insurance Services Office Commercial General Liability coverage (occurrence from CG 0001).

2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code l (any auto).

3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

4. Course of Construction insurance covering for "all risks" of loss. Earthquake and flood insurance is not required to be furnished by the Contractor. j' 280
Contractor shall maintain limits no less than:

1. GeneralLiability: $1,000,OOOperoccurrenceforbodilyinjury,personalinjuryand property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the project which is the subject of this Agreement and the location where work thereunder is to be performed, or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.

4. Course of Construction: Completed value of the project that is the subject of this Agreement.

Deductibles and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self- insured retention as respects the City, its officers, officials, employees and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

Other Insurance Provisions
The general liability and automobile policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as insurers with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to the Contractor's insurance or as a separate owner's policy.

2. For any claims related to the project that is the subject of this Agreement, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be in excess of the Contractor's insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, or modified, by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 281
Course of construction policies shall contain the following provisions:

1. The City shall be named as loss payee.

2. The insurer shall waive all rights of subrogation against the City.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the City or on other than the City's forms, provided those endorsements or policies conform to the requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

Subcontractors
Contractor shall include all subcontractors as insurers under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

Indemnification
The Contractor shall indemni'ty, hold harmless and defend (with counsel selected by the City of South Gate), the City of South Gate, the City of South Gate Housing Authority, their consultants and sub-consultants, and their respective officers, agents, and employees, from any and all claims and losses whatsoever occurring or resulting to any and all persons, firms, corporations or other entities furnishing or supplying work, services, materials, or supplies in connection with the performance of this Agreement, any and all claims, lawsuits or actions arising from the awarding or execution of this Agreement, and from any and all claims and losses occurring or resulting to any person, firm, corporation or other entity, or property for damage, injury, death arising out of or connected with the Contractor's obligation to indemni'fy, defend and save harmless the City of South Gate, the City of South Gate Housing Authority, their consultants, sub-consultants, and other parties listed above, as stated hereinabove shall include, but not be limited to, paying all legal fees and costs incurred by legal counsel of the City of South Gate's choice in representing the City of South Gate, the City of South Gate Housing Authority, consultants and sub-consultants in connection with any such claims, losses, lawsuits or actions. THIS PROVISION SHALL

SURVIVE THE COMPLETION OF WORK AND SERVICES TO BE PROVIDED

UNDER THIS AGREEMENT
282

LONG BEACH BOULEVARD STREET IMPROVEMENTS PROJECT
CITY PROJECT N0. 515-ST

FAITHFUL PERFORMANCE BOND
100% OF CONTRACT AMOUNT
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the City of South Gate ("City" herein) has awarded to Sequel Contractors, Inc. ("Contractor" herein) a Contract for:

THE CONSTRUCTION OF THE LONG BEACH BOULEV ARD STREET IMPROVEMENTS PROJECT, CITY PROJECT N0. 515-ST; and WHEREAS, said Contract is incorporated herein by this reference; and WHEREAS, said Contractor is required under the terms of said Contract to furnish a bond for the faith:tul performance of said Contract;
NOW, THEREFORE, we, Contractor and as Surety,
are held and firmly bound unto the City in the penal sum of ($ ) lawful money of the United States, for the payment of which we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

The condition of this obligation is such that the obligation shall become null and void if the above-bounded Contractor, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to, abide by, well and truly keep and perform the covenants, conditions and provisions in said Contract and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated; otherwise, this obligation shall be and remain in full force and effect.

As a part of the obligation secured hereby, and in addition to the face amount specified, costs and reasonable expenses and fees shall be included, including reasonable attorneys' fees, incurred by the City in successfully enforcing the obligation, all to be taxed as costs and included in any judgment rendered.

The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, the work to be performed thereunder, or the specifications that accompany the Contract shall in any manner affect its obligations on this bond. The Surety hereby waives notice of any such change, extension of time, alteration or addition to the terms of the Contract, the work, or the specifications.
283
Note: All signatures must be acknowledged before a notary public. Attach appropriate acknowledgment.

CONTRACTOR NAME:

BY:

Name
Title: President
(Type address of Contractor)
(Type name of Surety)
(Type address of Surety)
B7:
(Signature of authorized officer)
(Title of officer)
APPROVED AS TO FORM:

B7:

Raul F. Salinas, City Attorney
284

LONG BEACH BOULEV ARD COMPLETE STREET IMPROVEMENTS PROJECT CITY PROJECT N0. 515-ST
100% PAYMENT BOND
WHEREAS, the City of South Gate, South Gate, California ("City" herein), has awarded to Sequel Contractors, Inc., ("Contractor" herein) a Contract for the work described as follows:

THE CONSTRUCTION OF THE LONG BEACH BOULEVARD STREET IMPROVEMENTS PROJECT, CITY PROJECT N0. 515-ST
WHEREAS, said Contractor is required to :turnish a bond in coru'iection with said Contract, to secure the payment of claims of laborers, mechanics, material suppliers and other persons, as provided by law;
NOW, THEREFORE, we, the undersigned Contractor and Surety, are held firmly bound unto the City in the sum of ($ ) for which payment 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 said Contractor, its heirs, executors, administrators, successors, assigns, or subcontractors shall fail to pay any of the persons named in Civil Code Section 9100(a), or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract, or any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, with respect to such work and labor, then the Surety herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. If suit is brought upon this bond, the said Surety will pay a reasonable attorney's fee to the plaintiff(s) and the City in an amount to be fixed by the court.

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

Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or modification of the Contract Documents or the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension oftime, alteration or modification of the Contract Documents or of work to be performed thereunder
IN WITNESS WHERF,OF, this instrument has been duly executed by the above-named Contractor and Surety on , 2023.
285
Note: All signatures must be acknowledged before a notary public. Attach appropriate acknowledgment.

CONTRACTOR:

SEQUEL CONTRACTORS, INC.

BY:

Name
Title:
(Type address of Contractor)
(Type name of Surety)
(Type address of Surety)
BY:
(Signature of authorized officer)
(Title of officer)
APPROVED AS TO FORM:

B7:

Raul F. Salinas, City Attorney
286

NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY

EACH AWARDEE OF A PRINCIPAL CONTRACT

ST ATE OF CALIFORNIA

COUNTY OF
being first duly sworn, deposes and says that he is
of (sole owner, a
partner, president, etc.) the party making the foregoing bid, that such bid is not made in the interest of or behalf of any undisclosed person, partnership, company, association, organization or corporation, that such bid is genuine and not collusive or sham, that said bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding, that said bidder has not in any manner, directly or indirectly, sought by agreements, cornrnunication or conference with anyone to fix the bid price of said bidder or of any other bidder, or to fix the overhead, profit or cost element of such bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the Contract or anyone interested in the proposed Contract; that all statements contained in such bid are true and, further, that said bidder has not, directly or indirectly, submitted his bid price, or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid and will not pay any fee in connection therewith to any corporation, partnership, company, association, organization, bid depository or to any member or agent thereof, or to any other individual, except to such person or persons as have a partnership or other financial interest with said bidder in their general business.

Signed
Title
Subscribed and sworn to before me this day of , 2023.

Notary Public
(Attach Notary Certificate)
287
Attachment B

ATTACHMENT B

LOCATION MAP

THE LONG BEACH BOULEVARD STREET IMPROVEMENTS PROJECT
CITY PROJECT N0. 515-ST
Santa Ana St
Tweed Ave
Project
Construction
Impacted Area
288
CONTRACTOR'S NAME BASE BID A BASE BID B BASE BID C BASE Bm D ! TOTAL "' ATP HSIP URBAN GREENING PAVEMENT ' BASE B:[D
Sequel, Santa Fe Spmgs $ 4,718,660.00 $ 836,876.00 $ 1,099,842.00 $ 923,385.00 $ 7,578,763.00 All American Asphalt, Corona $ 4,524,950.00 $ 2,044,760.00 $ 1,902,984.20 $ 1,185,233.20 $ 9,657,927.40 Sully-Miller Contracting, Brea $ 5,600,433.00 $ 1,990,595.00 $ 2,292,623.00 $ 1,496,111.50 $ 11,379,762.50 Engineer's Estimate $ 3,831,150.00 $ 967,850.00 $ 1,100,000.00 $ 901,000.00 $ 6,800,000.00 AVERAGE $ 4,668,798.25 $ 1,460,020.25 $ 1,598,862.30 $ 1,126,432.43 $ 8,854,113.23

CONTRACTOR'S NAME ALTERNATE BID A ALTERNATE BID B ALTERNATE BID C ALTERNATE BID D ALTERNATE BID E TIER 2 CONCRETE PED LIGHTING MEDIAN #5 MEDIAN #7 MEDIAN LIGHTING NORTH ADMORE WILLOW PLACE KANSAS AVENtJE
Sequel, Santa Fe Springs $ 613,814.00 $ 1,148,000.00 $ 550,151.00 $ 610,871.00 $ 831,300.00 All American Asphalt, Corona $ 506,447.00 $ 894,300.00 $ 569,540.80 $ 548,222.80 $ 654,600.00 Sully-Miller Contracting, Brea $ 638,458.00 $ 917,400.00 $ 656,343.00 $ 568,817.00 $ 643,240.00 Engineer's Estimate $ 590,000.00 $ 577,600.00 $ 500,000.00 $ 580,000.00 $ 313,800.00 AVERAGE $ 587,179.75 $ 884,325.00 $ 569,008.70 $ 576,977.70 $ 610,735.00 CONTRACTOR'S NAME ALTERNATE BID F ALTERNATE Bm G I TOTAL i I
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ST FURNISHING BUS SHELTER I, ALTERNATE nm I 'i!l'RJkidhI FV:,)I i laxlyfi i 7 &r 6 ffi?i.'_4 ,% 5 _!lTl! 8 :A 51 i u
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Sequel, Santa Fe Springs $ 348,600.00 $ 1,208,000.00 $ 5,310,736.00 $ 12,889,499.00 All American Asphalt, Corona $ 325,620.00 $ 1,032,000.00 $ 4,530,730.60 $ 14,188,658.00 Sully-Miller Contracting, Brea $ 377,267.10 $ 1,760,000.00 $ 5,561,525.10 $ 16,941,287.60 Engineer's Estimate $ 225,000.00 $ 1,300,000.00 $ 4,086,400.00 $ 10,886,400.00 AVERAGE $ 319,121.78 $ 1,325,000.00 $ 4,872,347.93 $ 13,726,461.15 ATT ACHMENT C - Bm SUMMARY
THE LONG BEACH BOULEV ARD STREET IMPROVEMENTS PROJECT, CITY PROJECT N0. 515-ST o
289
Attachment D

NOTICE OF EXEMPTION
TO: Office of Planning and Research
p.o. Box 3044, Room 113
Sacramento, CA 95E31 2-3044
County Clerk
County of Los Angeles
12400 E. Imperial Hwy
Norwalk, CA 90650
Appendix E
FROM: City of South Gate
Public Works Department
8650 California Avenue
South Gate, CA 90280-3(ce of the
SouthaateCity (Jerk
jtjN 2 7 2022
PILED
PrOjeCtTitle; LonqBeachBlvdStreetlmprovements.ProiectNo.515-ST;FederalProiectNos.

ATPL-5257(0331 and HSIPL-5257(037)
Project Appllcation:

Project Location - Specific: Long Beach Blvd from Santa Ana St to Tweedv Blvd Project Location - City: South Gate Project Locatlon - County:

Description of Nature, Purpose and Beneficiaries of Project:

The project's scope of work includes the improvements to Long Beach Boulevard streetscape with upgraded pedestrian lighting, enhanced crosswalks, flashing beacons, sidewalk repairs and curb ramps.

Name of Public Agency Approving Project: City of South Gate TH's NOT'cE WAs POsTEo Name of Person/Agency Carrying Out Project: City of South Gate ON May 23 2022
UNTIL June 22 2022
REGISTRAR-RECOFIDEFI/COUNTh CLEFIK
Exempt Status: (check one):
[] Ministerial (Sea. 21080 (b) (1); 15268);
[1 Declared Emergency (Sec. 21080 (b) (3); 15269(a)); , [] Emergency Project (Sec. 21080 (b)(4); 15269(b)(c)); § Categorical Exemption: State type and section number: 4(h) section No. 15304 [] Statutory Exemption: State Code number:

Reasons why project is exempt:

The project is Categorically Exempt under Class 4 Minor Alterations to Land Section 15304 of the CA Environmental Quality Act. Cfass 4 consists of mlnor public or private alterations in the condition of Land, water and/or vegetation which do not involve removal of healthy, mature scenic trees for forestry or agricultural purposes.

Lead Agency
Contact Person: Arturo Cervantes, P.E. Area Code/T elephone/ Extension: 323-563-9577 If filed by applicant:

1. Attach certified document of exemption finding.

2. Has a Notice of empticn filed by the public agency approving the project? € Yes [1 No Signature: ,A # "- Date: "J 12-'31 22/ T,-,',!2 A,sT,st,a.n,t C,!tyl, M,ai,nagi Title: Assistant City Manager/
Director of Public Works
% Signed be Lead Agency IJ Signed byApplicant
Authority cited: Section 21083 and 21 "110, Public Resource Code Reference: Sectlons 21108, 21152, and 21152.1, Publk, Resource Code. 2022 ffl510
Illlllllllllllllllllllllllllltllllllllllllllllllllllltllllll Date Received forfilling at OPR: FILED
May 23 2022
04011 a. lOQiill, nl}Illnr-IlalllllNrlG'Onlny Clalk
ElsnmThnelll itgiiav m hNbnta nunaiph
290
Attachment E
FtlNDJNG PLAN - THE LONG BEACH BOtlLEV ARD IMPROVEMETNS PROJECT 'Intltideil IO%Cnnlmgi'nti
a a In(lUdld In lhl5 71al CIT FY 20217i) 10 2024726
291
CITfifflM4AaER'SOFFlCE Item No. 12
MAY 5 7 2023
a:" C'Uy of South Gate

CITY COUNCIL
AG-ENDA BI[LL
SUBJECT: MEMORANDUM OF UNDERSTANDING WITH THE CITY OF

DOWNEY FOR THE GARFIELD AVENUE COMPLETE STREET PROJECT, CITY PROJECT N0. 564-ST
PURPOSE: To approve the Memorandum of Understanding ("MOU") with the City of Downey for the Garfield Avenue Complete Street Project, City Project No. 564-ST ("Project") to secure approvals and reimbursement from the City of Downey for improvements on Garfield Avenue within their jurisdiction.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving the Memorandum of Understanding with the City of Downey for the Garfield Avenue Complete Street Project, City Project No. 564-ST; and b. Authorizing the Mayor to execute the Memorandum of Understanding in a form acceptable to the City Attorney.

FISCAL IMPACT: There is no fiscal impact to the General Fund. The proposed MOU provides authorization to fund and construct project improvements in the City of Downey under which the City of Downey will reimburse $658,695 to the City of South Gate.

ANALYSIS: Garfield Avenue spans the City limits in the north-south direction. However, a small segment of Garfield Avenue is in the City of Downey from Gardendale Street. The project includes improvements within that segment which include sidewalk repair, new curbs and gutters, parkway bioswale, bicycle lanes and striping. Staff worked with the City of Downey to prepare a Memorandum of Understanding so that they may reimburse the City of South Gate for the proposed improvements.

The City of Downey approved the MOU with the City of South Gate on April 11, 2023.

The execution of the MOU with the City of Downey is necessary for the portion of the project located within Downey to be completed. See Attachment "C" for the location of the portion of Garfield Avenue located in Downey.

BACKGROUND The Project is budgeted in the CIP. The improvements proposed include bicycle lanes on, (1) Garfield Avenue from Firestone Boulevard to Harding Avenue, (2) I
292
Gardendale Street between Garfield Avenue and the Los Angeles River, and (3) Frontage Road from Southern Avenue to Miller Way and back to end of west Frontage Road. The project improvements include bike lanes and amenities, sharrows, raised landscape medians with drought tolerant plants and trees, ADA improvements, sidewalk repairs, signage and striping, storm water mitigation improvements, new crosswalks with flashing beacons, and new curbs and gutters.

On February 28, 2023, the City Council awarded a construction contract to Sequel Contractors, Inc., (Sequel) for the Garfield Avenue Complete Street Project in the amount of $5,052,943.

Construction is scheduled to begin in May 2023 and be completed in November 2023.

ATTACHMENTS: A. Proposed Memorandum of Understanding B. Location Map
C. Garfield Avenue - City of Downey Project Limits LO:lc
2 293
CityofDoawn,ey
Attachment fl
/-'iJ-)R f "2 2023
Et\i":II
April 17, 2023
Mr. Art Cervantes
Assistant City Manager/Director of Public Works
City of South Gate
8650 California Avenue
South Gate, CA 90280
RE: Memorandum of Understanding (MOU) Between the City of South Gate and the City of Downey for Garfield Avenue Complete Street Improveme ts
DearM+eervaffl?r
Enclosed herewith are two (2) signed copies of the MOu between our agencies for the above-referenced projects. The City of Downey City Council approved the MOU at its meeting on April 11, 2023.

We look fonuard to working with you and your staff on this important, innovative joint project involving our cities. IT you have any questions, please feel free to contact me at (562) 904-7102 or [email protected].

Sincerely,
Edwin J . P.E.

Interim Director of Public Works/City Engineer
Enclosures
(:MC egNTtR
11111 BROOKSHIR& AVE.

Pa BC+X 70j6
DOWNEY. CAulFORNIA
902417016
562-869-7331
www.d@wrieyc a.org

LIBRARY
nT2T BtlOOKSHIRE AVE.

DOWNEY, CALIPORNIA
9024i-7016
562-90 4-7360
wvivr dovineyllbraiy.org
Future Unffmfted
POllCB D9ARTMENT
tOgii BROOK!iHtRE AVE
Pa BOX 70ffl
DOWNEY. CALIFORNIA
90241-7016
!i82-861-0771

PARKS & RECTIE-ATION
7850 QUILL DR.

DOWNiY eALIFtRNIA
goaaz
562-904-7238
UTlllTl!:SDMSION MAINTBNANCESERVICE!i
9252STtiWART&GFIAYRD. t2324BELlJ'LOWERBLVD
DOWNE'/, CALIFORNIA ()()yyB)(;y, CAL 1p()H1414
goza-'yois
ss>-gap-yzoz go""a
562-904-7194
294

MEMORANDUM OF UNDERST ANDING BETWEEN

THE CITY OF SOUTH GATE AND THE CITY OF DOWNIEY FOR GARFIELID AVENUE COMPLETE STREET n'vn'ROX"Er'+IENTS This Memorandum of Understanding ("MOU") is entered into by and between the City of South Gate, a California municipal corporation ("South Gate") and the City of Downey, a California municipal corporation ("Downey"), with reference to the following facts:
ggQ:4Z-ALS
A. Gatofield Avenue passes through the City of South Gate from its southern border to its northern border. The majority of that portion of Garfield Avenue is located within the South Gate city limts, but a small segment is located within the Downey city limits, B, Sorith Gate will soon comnnence the Garfield Avenue Complete Streets Project (Project) which is a roadway improvement project involving those portions of Garfield Avenue located within the South Gate city limits. Downey would lilce that project to include the portion of Garfield Avenue within the Downey city limits, and South Gate is willing to do include it, subject to the terms and conditions of this MOU.
-A -G !3 K -E -M -E N Z
Now, therefore, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, South Gate and Downey hereby agree as follows:
1, Description of Proiect. The "Project", as used in this MOU, consists of the following improvements to Garfield Avenue: sidewalk repair; curb and gutter replacement; parkway bioswales and other concrete miscellaneous items of improvement. The Project extends the length of Gayfield Averiue from approximately Howrey Street at South Gate's southern border to Firestone Boulevard.
2, Portion of Proiect within Downey. The Project includes an approximately 600- foot-long portion of Garfield Avenue between Gardendale Avenue and Garfield Place (the "Downey Portion"). The proposed improvements include new sidewalk construction, curbs and gutters, driveway approaches, parkway Bioswales with shrubs and mulch, signing and striping for bicycle path,

3. Allocation of Performance and Payment Responsibilities. As indicated in more detail below, South Gate shall be responsible for construction of the Project, Downey shall reimburse South Gate for the Project construction expenses for the Downey Portion, and South Gate sliall bear the remaining cost of the Project.

4. Project Plans axid Specifications. The Project will be built in accordance with plans arid specifications that have been prepared by or on behalf of South Gate, Downey has approved those aspects of said plans and specifications which pertain to the Downey Portion ("Downey Plans"), which are attached and incorporated herein by this reference, 295

5. Preparation of Bid Documents; Construction Contract. Construction of the Project will be performed by a general contractor ("Contractor") selected by South Gate through public bidding pursuant to the requirements of California law, South Gate shall prepare bid documents including bid schedule, contract, general conditions, and special provisions for the purpose of entering into a Construction Contract forthe Project, subject to reasonable review and approval by Downey. South Gate shall advertise for bids and award a construction contract to the Contractor who is the lowest responsive and responsible bidder as determined by South Gate,

6. Construction Contract. The Construction Contract shall be entered into by and between the Contractor and South Gate. Although Downey will not be a party to the Construction Contract, the Construction Contract shall contain the following provisiois for the benefit of Downey:

6.1 Indemnification.Requirethelowestresponsiveandresponsiblebidderfor the Project that is awarded the Construction Contract to indemnify and hold harmless both South Gate, its officers, employees, and agents and Downey, its officers, employees, and agents, to the same extent.

6.2 Insurance. To the extent that the Constmction Contract'requires South Gate to be named as an additional insured on policies of insurance carried by Contractor, the Construction Contract shall also require Downey to be named as an additional insured on those policies.

6.3 Construction Inspector. The Construction Contract shall allow Downey, at Downey's sole cost and expense, to select and appoint its own inspector to observe and inspect any Project work involving the Downey Portion. In the event of a disagreement between Downey's inspector and South Gate's inspector regarding the acceptability of any item of work performed by Contractor orits subcontractors onthe DowneyPortion, the decision of South Gate's inspector shall be controlling,
7, Waiver of Permit Fees. Downey agrees that any permits issued by it to the Contractor iii connection with the Project shall be issued free of charge. 8, Project Schedule. South Gate shall determine the commencement and completion datesoftheProject. SouthGateshallcooperatewithDowneyregardingthetimingofProjectworlc to be performed on the Downey Portion, in order to miize inconvenience to Downey without detaying the overall performance and completion of the Project or increasing its overall cost.

9. Estimated Costs. At this time, South Gate's estimates indicate that the portion attributable to the construction work performed on the Downey Portion ("Downey's Share of the Construction Costs") will be approximately $$658,695 ("Current Estimated Costs"), which includes construction arid related costs, which Low bidder's Estimate is attached and incorporated herein by this reference. After review of bids, if the total of the bid items or other la"iown costs that constitute Downey's Share of Construction Costs exceeds Current Estimated Costs by more than 15%, South Gate will provide an updated Engineer's Estimate to Downey prior to the award of the Construction Contract and provide Downey an opportunity to request a change in scope or 296
a negotiated change order. Fiuther, Downey shall be consulted prior to accepting or denying any change order affecting the Downey Portion.
10, Reiinbursement by Downey. Following Soxith Gate's determination that the Project has been completed and South Gate's issuance to the Contractor of the final payment owing to the Contractot under the Construction Contract, South Gate shall deliver to Downey mi invoice showing the final construction costs and indicating Downey's Share of the Construction Costs, together with such supporting documentation as may reasonably be requested by Downey, Not Later than forty-five (45) days after receipt of same, Downey shall reimburse South Gate for Downey's Share of the Construction Costs.
11, Cancellation of Proiect. Notwithstanding Section 6 above, South Gate reserves the rightto reject all bids received in connection with the Project and eitherre-bid the Project, perform the Project with South Gate's own personnel, modify the Project, or cancel the Project.

12. Indemnification.

12.1 South Gate hereby agrees to indemnify, defend, assume all liability for and hold harmless Downey and its officers, employees, agents and representatives, to the maximum extent allowed by law, from all actions, claims, suits, perialties, obligations, liabilities, damages to property, costs and expenses (including without limitation any fines, penalties, judgments, actual litigation expenses and attorneys' fees), environtnental claims or bodily and/or personal injuries or death to any persons ("Claims"), arising out of or in any way connected to the negligence or willful misconduct of South Gate, its officers, agents or employees in connection with or arising from any of the activities under this MOU, except to the extent Claims are indemnified by the Contractor pursuant to Section 6.1 above.
12,2 Downey hereby agrees to indemnify, defend, assume an liability for and hold harmless South Gate and its officers, employees, agents and representatives, to the maximum extent allowed by law, from all actions, claims, suits, penalties, obligations, liabilities, damages to property, costs and expenses (including without limitation any fines, penalties, judgments, actual litigation expenses and attorneys' fees), environmental claims or bodily and/or personal injuries or death to any persons ("Claims"), arising out of or in any way connected to the negligence or willful misconduct of Downey, its officers, agents or employees in connection with or arising from any ofthe activities under this MOU, exceptto theextent Claims areindemnified by the Contractor pursuant to Section 6, I above.

13. Miscellaneous,

13.1 .Allnoticesrequiredtobegivenpursuanttothetermshereofshall be in writing and shall be either (a) personally delivered, (b) deposited inthe United States express mail or first-c!ass mail, re4istered or certified, return receipt requested, postage prepaid, (c) delivered by overnight courier service, or (d) delivered by e-mail transmission. All such notices shall be deemed delivered upon actual receipt (or upon the first attempt at delivery pursuant to the methods specified in clauses (a), (b) or (c) above if the intended recipient refuses to accept delivery), All such notices shall be delivered to the following addresses, or to such other address as the receiving party may from time to time specify by written notice to the other party. Each 297
party agrees that the attorney for such party shall have the authority to delivery notices on such party's behalf to the other party or parties hereto, To South Gate:

City of South Gate
8650 California Avenue
South Gate, California 90280
Attn: Arturo Cervantes,
Assistant City Manager and
Director of PubIic Worlcs
TelephoneNo.: (323)563-9512
E-mail: acetvantes@sogate,org
To Downey:

City of Downey
11111 Brookshire Avenue
Downey, California, 90241
Attn: Edwin J. Norris, Interim Director of
Public Works/City Engineer
Telephone No.: (562) 904-7102
E-mail: [email protected]
With a copy (which shall not constitute notice)
to:

Craig D. Hardwick, Esq.

Frost Brown Todd Alvarado Smith
1 MacArthur Place, Suite 200
Santa Ana, Califotnia 92707
TelephoneNo,: (714)852-6800
E-mail: [email protected]
With a copy (which shall not constitute notice)
to:

Lauren Langer, Esq,
Best, Best & Krieger
300 S. Grand Avenue, #25
Los Angeles, California 90071
TelephoneNo.: (213) 617-8100
E-mail: [email protected]
13,2 Effective Date. This MOU shall become effective on the last of the dates whentheparties' respective City Councils have approved this MOU and the MOU has been signed by the parties' representatives.

13.3 Incorporation of Recitals. All of the recitals set forth in this MOU are bythis reference incorporated in and made a part of this MOU as though fully set forth herein,

13.4 Attorneys' Fees. If either party brings suit against the other with respect to this MOU, then all costs and expenses, including witl'iout limitation actual professional fees and costs such as appraisers' accountants' experts', and attorneys' fees and costs, incurred by the prevailing party (whether that party prevails by final judgment or out-of-court settlement) shall bepaidbythelosirigparly. Thelosingparty'sobligationshallbedeemedtohaveaccruedonthedate of the commencement of such actions (butshall include all related fees andexpenses incwedprior to such commencement) and shall be enforceable whether or not the action is prosecuted to judgment, As used herein, the term "attorneys' fees and costs" shall include, without limitation, attorneys' fees, arbitrators' fees, witness fees, court and arbitration costs, and expenses incurred inconnection with any (a) bankruptcy litigation, (b) contemptproceedings, (c) debtor andthird-party examinations, (d) discovery, (e) garnishrnent aqd levy proceedings, (f) pre-judgment and post-judgment motions, and (g) trial preparation and presentation. As used herein, the term "prevailing party" shall include, without limitation, (h) any party against whom a cause of action, complaint, cross-complaint, counter-claim, cross-claim or third-patty complaintis voluntarily dismissed, with or without prejudice, where that party has paid no consideration for the dismissal or where the dismissing party did not obtain the relief it sought, (i) a party who dismisses an action in exchange 298
for sums allegedly due, (i) the party who receives performance from the other piy for an alleged breach of contract or a desired remedy where the performance is substantially equal to the relief sought in an action, (10 the party who receives any award for relief bough arbitration, or (l) the party determined to be the prevailing party by a court of law.

13.5 Construction. The parties acknowledge that each party and its counsel have reviewed and revised (or has had an opportunity to review and revise) this MOU m'id that the normal rule ofconstructionto the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this MOU or any amendments hereto. 13,6 Governing Law. This MOU shall be construed and interpreted in accordance with, and shall be governed and enforced in all respects according to, the laws of the StateofCalifornia. AllclaimsrelatingtoorarisingoutofthisMOU,orthebreachthereof,whether sounding in coritract, tort or otherwise, shall Iikewise be governed by the laws of the State of California. No effect shall be given to any choice of law or conflict of law provision, principal or riile (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than tlie State of California,

13.7 Consent to Jurisdiction and Service of Process. All judicial proceedings brought against any party hereto arising out of or relating to this MOU shall be brought in a state or federal court of competent jurisdiction in the County of Los Angeles, State of Califoriiia, and by execution and delivery of this MOU each party accepts for itself and in connection with its properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts (both personal jurisdiction and subject matterjurisdiction), waives any defense offorum 7707? convenieris and irrevocably agrees to be bound by any judgment rerrdered thereby in connection with tliis MOU. Each party hereby agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to any other party at its address provided herein, such service being hereby acknowledged by each party to be sufficient for personal jurisdiction in any action against said party in any such court and to be otherwise effectiveandbindingserviceineveryrespect. Nothinghereinshallaffecttherighttoserveprocess in any other manner permitted by law,

13.8 Counterparts. This MOU may be executed in one or more counterparts, each of which shall be deemed an original but all of wliich shall coristitute one and the same instrument. In addition, this MOU may contain more than one counterpart of the signature page and may be executed by the affixing of the signatures of each of the parties to any one of such counterpart signature pages; all of such corinterpart signature pages shall read as though one and they sliall have the same force and effect as though all of the signers had signed a single signature page.

13.9 DigitalSignatures. SignatutestotMsMOUtransmittedbyfacsimile(fax) or in the form of a digital image - including without limitation PDF, JPEG and/or GIF files, or any electronic signature complying with the u,s, Federal ESIGN Act of 2000 (15 USC § 7001 et seq.:) or California's Uniform Electronic Transactions Act (Cal, Civil Code e) 1633.1 et seq.) - shall be valid and effective to bind the party so signing; each party agtees to promptly deliver an execution original of this MOU with its actual signature to each other party, but a failure to do so shaIl not affect the enforceability of this MOU, it being expressly agreed that each party to this MOU shall 299
be bound byits own facsimile, scanned orother electronic signature and shall accept the telecopied or scanned signature of each other party to tbis MOU.

13.10 Entire Agreement, This MOU contains the entire understanding of the parties and supersedes any and all other written or oral understanding. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties relating to the subject matter of this MOU that are not fully expressed in this MOU or its exhibits,
13,11 Amendments. No alteration of or amendment to this MOU shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the aIteration or amendment.

13.12 4. Any captions or headings to the Sections and subsections in this MOU are SOle5r fOrthe convenience Ofthe partieS hereto, are net apatt OfthiS MOU, and shall not be used for the interpretation or determination of validity of this MOU or any provision hereof, and in no way define, limit or prescribe the scope or intent of this MOU or any provisions thereof, 13,13 Severability, If aiiy one or more of the provisions contained in this MOU shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this MOU shall be construed as if such invalid, illegal, or unenforceable term or provision had never been contained herein.

13.14 Further Assurances, Each party shall cooperate with the other and shall execute such other documents as may be reasonably necessary to cairy out the provisions of this MOU,

13.15 NoWaiver. Anywaiver,consentorapprovalbyeitherpartyofanybreach, default or event of default of any provision, condition or covenant of this MOU must be in writing and shall be effective only to the extent set forth in writing, No waiver of any breach, default or event of default shall be deemed a waiver of any later breach, default or event of default of the sameoranyotherprovisionofthisMOU. Afailureordelayonthepartofeitherpartyinexercising any power, right or privilege under this MOU shall not operate as a waiver thereof, nor shall any single orpartial exercise of any suchpower, right or privilege preclude any further exercise thereof.

13.16 RightsandRemedies. Norightorremedyconferredbyanyofthespecific provisions of this MOU is intended to be exclusive of any other right or remedy given hereunder or hereafter existing at law or in equity. The exercise of any one or more rights or the election of any one or more remedies by any party shall not constitute a waiver of the right to exercise other available rights or pursue other available remedies.

IN WITNESS WHEREOF, this Agreement is entered into between South Gate and Downey and shall be effective as of the date set forth in Section 13.2 above. 300
"South Gate"
the City of South Gate,
a California municipal corporation
By:

Maria del Pilar Avalos, Mayor
Attest:

Yodit Glaze, City Clerk
Approved as to Form:
"Downey"
The City of Downey,
a California munic' corporation
La Fro eta, yor
Attest:

Approved as to Form:

Lauren Langer, Interim City Attorney
/o301
Attachment B
302
s)tuu;l )asjoy,,l /(au*o(l lo A)i3 - anuahy plaipe5
0 )uet,ut,lae)00 303
CITYMANAoER'SOFFICE Item No. 13
MAY i 7 2023
J5 s 4'4 (>w
City ofSouth Gate

CITY COUNCIL
AG-ENDA aT[LL
For the Regular Meeting o:t: May 23, 2023
Department Director:
o Cervantes"
ent: Public Works
City Manager: +hrlsJeffers
SUBJECT: PURCHASE ORDER WITH HERC RENTALS FOR HVAC EQUIPMENT FOR THE SOUTH GATE POLICE ST ATION FOR THE 2023 SUMMER SEASON AND

APPROPRIATION OF FUNDS
PURPOSE: To approve a purchase order with Herc Rentals and appropriate funds for HVAC equipment rentals to serve as a backup during the 2023 summer months to mitigate the potential for service interruptions at the South Gate Police Station.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving a Purchase Order with Herc Rentals to serve as a backup during the 2023 summer months to mitigate the potential for service interruptions at the South Gate Police Station in an amount not to exceed $70,000; and
b. Appropriating $70,000 in General Funds from the Undesignated General Fund Reserve to fund the Purchase Order.

FISCAL IMPACT: The General Fund Undesignated Reserves would be reduced by $70,000..

ANALYSIS: The South Gate Police Department's main station located in the City Hall Complex operates seven days a week, 24 hours a day. The police station has an HVAC system that is not reliable due to its age and is undersized for the size of the building and the operations contained within it.

Disruption to services during the summer months have become common and last summer, disruptions caused several operations to temporarily close. This included the jail operations, which required personnel to transfer individuals to nearby municipal operations that fortunately had room at the time. The Police Department also has significant technology infrastructure, especially in the dispatch operations that can be severely impacted when temperatures cannot be controlled. In addition, personnel often had to work in high temperatures for extended periods of time.

The rental and installation of a temporary cooling system as a standby in the surnrner months is necessary to ensure continuous operation of the HVAC system, should the existing chiller system fail. The supply chain for equipment to repair these systems is still experiencing longer lead times than normal before the pandemic. The temporary system will accommodate the time l
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necessary for Honeywell, Inc., to diagnose the failure and complete any necessary repairs.

Temporary cooling system rentals during summer months can be in short supply as HVAC systems for the region are at their highest strain and use. For this reason, the Public Works Department is working with Herc's Rental to have the temporary system setup beginning in June of 2023 and estimated to remain onsite through September of 2023. The equipment includes a thirty (30) ton air-cooled chiller system and a 100kW generator to serve as a back-up.

The attached $17,377 quote covers the initial month along with setup and a few additional charges. The $70,000 covers roughly the four-month rental for the chiller and generator units, from June to September 2023, and all related costs such as delivery/pickup, setup, and connections, based upon a 24-hour run time.

BACKGROUND: The HVAC System at the South Gate Police Station is over 30-years old, has regular issues requiring maintenance, and does not have the capacity to serve the existing building. In the surnrner months, cooling the Police station is an issue. The system's unreliability was fully evident last summer when the chiller system failed. Honeywell, Inc., the City's HVAC service contractor, determined the cause to be two failed compressor units. The lead time on procurement of these units was between eight to ten weeks; thus, the service interruption was very impactful on such a critical operation for the community.

The building's HVAC system in an evaluation conducted by EDA, Inc., in 2022, was deemed to be undersized and too unreliable with frequent breakdown and repairs. The HVAC system was also determined to have surpassed its useful life.

As such, the City implemented a CIP Project ("Project") to replace the HVAC. The Project involves the design of a total renovation of the SGPD Station HVAC system with construction in two phases as budget permits. The work includes the preparation of plans, specifications, and cost estimates for the replacement of the boiler, chiller, air handlers, conduits, vents, HVAC controls, electrical upgrades, piping, fan, coils, etc.

The Project design is scheduled to be completed in 2023 with a Project completion of May 2024.

In the interim, it is recommended that backup HVAC equipment be installed to mitigate the potential for service interruptions.

ATTACHMENT: Herc Rentals Quote
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Attachment A
QUOTE
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R.A. No. 54997822