including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.
3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.
3.3.5 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. The City Manager may approve Extra Work up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). Any Extra Work in excess of this amount shall be approved by the City Council. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative.
3.3.6 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
3.3.7 Registration/DIR Compliance. If the Services are being performed as part of an applicable "public works" or"maintenance" project, and if the total compensation is $15,000 or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements.
Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Services, including any delay, shall be - 12 -
Contractor's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.5 General Provisions.
3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Contractor:
Mariposa Landscapes, Inc.,
6232 Santos Diaz Street,
Irwindale, CA 91702
Attn: Terry Noriega, President
City:
City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Manager's Office
With Copy To:
City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Attorney
- 13 -
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.2 Indemnification.
3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor's indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense which is caused by the sole or active negligence or willful misconduct of the City or the City's agents, servants, or independent contractors who are directly responsible to the City.
3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City's choosing and at Contractor's own cost, expense and risk, any and all Claims covered by this indemnification section that may be brought or instituted against City or its officials, employees, agents and volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and volunteers.
3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County, California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City. - 14 -
3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.5 City's Right to Employ Other Contractors. City reserves the right to employ other contractors in connection with this Project.
3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.
3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.
3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this - 15-
Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
3.5.18 Fleet Compliance.
3.5.18.1 To the extent applicable, Contractor, shall comply, and shall ensure all subcontractors comply, with all requirements of the most current version of the California Air Resources Board ("CARB") including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments ("Regulation"). A Fleet Compliance Certification Form is attached hereto as Exhibit "D" and incorporated herein by this reference.
3.5.18.2 Throughout Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor's and subcontractors' fleet including, without limitation, the CRCs, fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days' notice from the City.
3.5.18.3 Contractor shall be solely liable for any and all costs associated with complying with the Regulation as well as for any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Contractor shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation. [SIGNATURES ON FOLLOWING PAGE]
- 16 -
SIGNATURE PAGE FOR
MAINTENANCE SERVICES AGREEMENT
BETWEEN THE CITY OF UPLAND
AND MARIPOSA LANDSCAPES, INC.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
CITY OF UPLAND MARIPOSA LANDSCAPES, INC.
APPROVED BY:
By:
MICHAEL BLAY,
City Manager Its:
ATTESTED BY: Printed
Name:
KERI JOHNSON
City Clerk
By:
APPROVED AS TO FORM: Its:
Best Best & Krieger LLP
City Attorney Printed
Name:
Contractor's License Number
DIR Registration Number
- 17 -
EXHIBIT A
SCOPE OF SERVICES
Service
• Assign appropriately skilled staff and adequate resources to perform all required landscape maintenance services
• Comply with the City's authority to interpret specifications and assess quality of work
• Adjust staffing levels, equipment, or both as directed to General Provisions maintain required service levels
• Perform scope additions, deletions, or revisions through written Task Orders only
• Complete added or revised work at established contract rates and approved extra-work pricing
• Perform site inspections and promptly address or report any malfunctions, hazards,vandalism, or abnormal conditions • Provide all necessary labor, equipment, materials, and Routine Maintenance supervision to complete the required maintenance • Ensure vehicles are parked safely in designated or approved areas to maintain traffic and pedestrian access
• Conduct all work during approved hours
• Maintain professional staff conduct, removing any employee as directed by the City
• Ensure personnel and vehicles meet all uniform, safety, PPE, and warning-light requirements
Personal & Equipment
• Complete all scheduled work to the City's maintenance standards with sufficient staffing and supervision
• Comply with all safety, regulatory, and traffic control requirements
• Remain available for City meetings, inspections, and emergency response, including after-hours contacts
• Perform extra work in accordance with the contract's approved extra work unit pricing
• Base extra work costs on agreed per-unit rates or labor and Extra Work material costs when no unit price exists • Complete and bill extra work only when authorized in writing by the City Representative or designee
• Inspect irrigation components (spray heads, piping,valves, controllers)to ensure proper operation and prevent overspray Irrigation System
or runoff
Maintenance • Repairs such as irrigation heads, parts from the remote-control valves to the meter, and lateral lines are considered extra work
EXHIBIT A
and require written approval from the City Representative before proceeding.
• Inspect all maintenance areas and keep them weed-free • Remove weeds completely, including roots
• Perform weed control at least once per week (unless otherwise Weed Control specified)
• Use hand, mechanical, or chemical methods, with chemical use limited as directed by the City
• Regularly inspect all landscaped areas for disease, pests, and infestations
Disease& Pest Control • Ensure all chemical treatments are performed by a California- licensed pest control operator
Pesticides &Chemical
• Submit a complete list of all proposed herbicides, pesticides, and rodenticides to the Public Works Department for approval • Mow and trim turf on a scheduled basis,following City- determined heights, and leave all areas clean of clippings and debris
Turf • Edge turf neatly along sidewalks, curbs, beds, and other borders
• Maintain sharp, properly adjusted equipment and avoid mowing on saturated soil
Ground Cover
• Contractor is responsible for edging,trimming, planting, fertilizing, and general care of ground cover areas
• Prune shrubs to maintain natural shape and prevent
encroachment of walkways, streets, and signs; avoid
decorative or unnatural cuts
Shrubs • Use sharp tools and remove all clippings the same day • Replace dead shrubs as needed (per Extra Work pricing) • Maintain proper irrigation to keep shrubs healthy while minimizing runoff and overspray
• Remove sucker growth, sprouts, and limbs up to 12 feet from Trees the ground that obstruct the right-of-way or create hazards • Any additional trimming requested and approved will be treated as extra work
• Remove and dispose of all trash and debris daily within landscaped areas, including cuttings,weeds, leaves, and other waste, keep cracks and joints weed-free
General Clean-Up • Recycle all green waste and dispose of it in a City-approved manner
• Follow Best Management Practices and prevent any non- stormwater discharge into the storm drain system
EXHIBIT A
Workplan and Approach
Mariposa Landscapes, Inc. will provide landscape maintenance services in full compliance with the specifications and performance standards set forth in the City of Upland. Our approach integrates experienced personnel, clear communication, consistent supervision, and a comprehensive quality assurance/quality control (QA/QC) program to deliver reliable, high- quality service throughout the contract term. In preparation for this proposal,the Sales& Marketing Manager, Landscape Maintenance Division Manager, Branch Manager, and Account Manager reviewed the project specifications and conducted site visits to develop a detailed work plan that meets all requirements outlined by the city.
Proposed Staffing Breakdowns & Duties
r 1 1 n Title Description of Woris.
The Account Manager is responsible for overseeing the entire project, ensuring crews consistently meet contract specifications and client expectations. They act as the contract expert,fully prepared to address questions regarding Account project details and requirements. In addition,the Account Manager develops Manager proposed staffing plans and work schedules for client approval, and coordinates job walks as part of the Quality Control Program to verify performance and maintain high standards.
Irrigation
The Irrigation Technician is responsible for monitoring and maintaining irrigation systems, (when approved by city) performing minor repairs, and Irrigation Tech managing system operation during events.They report directly to the Account Manager.
Routine Crew
The Routine Crew Foreman is responsible for supervising daily landscape maintenance activities, including litter removal, annual color installations, pruning,trimming, and hardscape maintenance. The Foreman leads field crews, coordinates daily work assignments, and ensures all maintenance tasks are Foreman performed safely, efficiently, and in accordance with contract and company Routine Crew standards. Additional responsibilities include transporting crew members to assigned sites, documenting completed work, identifying and reporting hazardous conditions, and maintaining direct communication with the Account Manager to support consistent service quality and responsiveness.
Routine Crew Laborers support daily landscape maintenance by performing routine and detail-oriented tasks, including litter removal, annual color Laborer installations, pruning,trimming, and upkeep of hardscape areas. Laborers work Routine Crew under the direction of the Foreman to ensure all assigned tasks are completed safely, efficiently, and in accordance with company standards.
EXHIBIT A
Mow Crew
The Mow Crew Foreman is responsible for supervising weekly turf maintenance ❑perations and leading the mow crew during scheduled service days. ❑uties include coordinating and executing mowing,edging,trimming, and related litter removal for all city locations. The Foreman ensures crew safety, Foreman productivity,and quality control while assisting with equipment operation and Mow Crew site cleanup as needed.They document completed work, identify and report hazardous conditions, and maintain clear communication with the Account Manager to ensure services are performed efficiently and in accordance with company and City standards.
Mow Crew Laborers provide weekly landscape maintenance services focused ❑n turf care. ❑uties include ❑perating mowers, edging,trimming, and performing litter removal related t❑ mowing activities. Additional Laborer responsibilities may include basic site cleanup and detail work necessary to Mow Crew leave all areas clean and well-maintained following service. Mow Crew Laborers work under the direction of the Foreman to ensure all tasks are completed safely, efficiently, and in accordance with company standards.
Seasonal Crew
Seasonal Laborers support daily landscape maintenance by performing routine and supplemental tasks, including annual color installations or plantings, growing-season pruning,vine trimming, and tree safety clearance.
Laborer Responsibilities may also include mowing-related duties such as operating Seasonal mowers, edging, aeration,fertilization,and litter control as needed. Seasonal Laborers work under the direction of the Foreman to ensure all assigned tasks are completed safely, efficiently, and in accordance with company standards.
EXHIBIT A
EXHIBIT B
SCHEDULE OF SERVICES
Contractor shall perform landscape maintenance services at the City's water utility facilities in accordance with the Scope of Services set forth in Exhibit "A" and the service frequencies identified below.
Weekly landscape maintenance services shall include, as applicable, mowing, edging, trimming, litter removal, weed control, and other routine maintenance activities required to maintain the facilities in a clean and orderly condition.
Other landscape maintenance activities, including irrigation system inspection, shrub and groundcover maintenance, tree clearance, pest and disease control, fertilization, seasonal planting, and related maintenance services, shall be performed as needed and in accordance with the approved work schedule and direction of the City's Representative.
The Contractor shall coordinate service schedules with the City's Representative and shall provide a more detailed schedule of anticipated performance upon request.
EXHIBIT B
EXHIBIT C
COMPENSATION
FACILITY NAME UOM Monthly ($) Annual ($) Plant No. 1 Reservoir 2 &Treatment Plant 12 $460.54 $5,526.52 TP Lagoons 12 $129.22 $1,550.59
Plant No. 2 Reservoir 16 (Booster to SAW Co.) 12 $273.54 $3,282.50 Plant No. 3 Reservoirs 3 &7, Well No. 5 12 $48.94 $587.27 Plant No. 4 Reservoirs 13 & 13A, Well No. 20 12 $623.99 $7,487.86 Plant No. 5 Reservoir 14 12 $22.21 $266.58 Plant No. 6 Reservoirs 12 & 12A 12 $580.11 $6,961.30 Plant No. 7 Reservoir 15 12 $500.97 $6,011.67 Plant No. 9 Reservoir 10 12 $31.99 $383.86 Plant No. 10,Well No. 3 12 $19.31 $231.67
Plant No. 11,Well No. 8 12 $81.25 $974.94 Plant No. 12,9th Street Booster Station Res. 11 12 $109.26 $1,311.18 Plant No. 13,Well No. 7A 12 $6.88 $82.53 Plant No. 14,Well No. 9 12 $21.97 $263.69 City Well No. 15 12 $20.34 $244.10
City Well No. 17 12 $92.94 $1,115.24
West End Well No. 3 12 $10.45 $125.41
West End Well No. 4 12 $5.25 $62.95
Lemon Heights Well No. 4 12 $3.12 $37.42 Upland Foothill Well No. 3 12 $10.45 $125.41 Reclamation Plant 12 $13.86 $166.37 Mountain View 4 12 $16.10 $193.21
Upland Basin 4 $1,381.63 $30,087.73
TOTAL Monthly: $5,590.00 Annual: $67,080.00
EXHIBIT C
EXHIBIT D
FLEET COMPLIANCE CERTIFICATION
Bidder hereby acknowledges that they have reviewed the California Air Resources Board's policies, rules and regulations and are familiar with the requirements of Title 13, California Code of Regulations, Division 3, Chapter 9, effective on January 1, 2024 (the "Regulation"). Bidder hereby certifies, subject to penalty for perjury, that the option checked below relating to the Bidder's fleet, and/or that of their subcontractor(s) ("Fleet") is true and correct:
❑ The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto. ❑ The Fleet is exempt from the Regulation under section 2449.1(f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto.
Bidder and/or their subcontractor is unable to procure R99 or R100 renewable diesel fuel as defined in the Regulation pursuant to section 2449.1(f)(3). Bidder shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e. third party correspondence or vendor bids).
❑ The Fleet is exempt from the requirements of the Regulation pursuant to section 2449(i)(4) because this Project has been deemed an Emergency, as defined under section 2449(c)(18). Bidder shall only operate the exempted vehicles in the emergency situation and records of the exempted vehicles must be maintained, pursuant to section 2449(i)(4). ❑ The Fleet does not fall under the Regulation or are otherwise exempted and a detailed reasoning is attached hereto.
Name of Bidder:
Signature:
Name:
Title:
Date:
EXHIBIT D
c4-4
f LT
CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
Qivos
California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits City Officers from participating in any action concerning a license, permit,other entitlement for use,franchise, or contract(collectively"license, permit,or contract") if they receive political contribution(s)from a party, or its agent(s), totaling more than $500 within the twelve (12) months before the proceeding, while a proceeding is pending, and for twelve (12) months following the date of a final decision in a proceeding.
The Levine Act also requires a member of the Upland City Council who has received such a contribution to disclose the contribution on the record of the proceeding and recuse themselves before the proceeding unless the violation has been properly cured.
Current Upland City Council Members are listed at:
https://www.uplandca.gov/city-council-treasurer
Parties and their Agents are responsible for accessing the link to review the names and disclosing their applicable contributions to City Officers on the record of a proceeding.
As a party to a proceeding,you are also required to provide information below about contributions made by you, your agents on behalf of you or your organization, your organization subject to the proceeding with the City, and any organization you direct or control pursuant to the aggregation rules at FPPC Reg. § 18438.5, except for uncompensated officers of a nonprofit organization. This form is to be submitted to the City of Upland and is a public record. If you have any questions about this form, please contact your City representative for assistance.
1. Have you or your company,or any agent/board member on behalf of you or your company/entity, made any political contributions of more than $500 to any Upland City Council Member in the 12 months preceding the date of the submission of your proposal or application,or the anticipated date of any Council action?
OYES If yes, please identify the Council Member(s):
JVINO
2. Do you or your company/entity, or any agency on behalf of you or your company/entity, anticipate or plan to make any political contribution of more than $500 to any Upland City Council Member in the 12 months following any Council action related to your proposal or application? :YES If yes, please identify the Council Member(s):
V NO
Answering yes to either of the two questions above does not preclude the Upland City Council from awarding a contract or approving an application or any subsequent action. It does, however, preclude the identified Council Member(s)from participating in any actions related to your proposal or application. 10/6/2026 �� ✓;-/ •
Date Signature of authorized individual
Mariposa Landscapes, Inc.
Company/Applicant Name
(Levine Act definitions on reverse side)
4c,°v °p`qt CITFUP LAND
o "The City of Gracious Living"
- -
DATE: October 12,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN R.ARRULA,ASSISTANT CITY MANAGER
RICHARD GONZALES,DEPUTY PUBLIC WORKS DIRECTOR—UTILITIES ROSA GUTIERREZ,ENGINEERING MANAGER—UTILITIES
NORBERTO FERREIRA,CHIEF WATER TREATMENT OPERATOR
EMILY SAUCEDO,MANAGEMENT ANALYST
LIZ RODRIGUEZ,MANAGEMENT ANALYST
SUBJECT: CONSIDER APPROVAL OF AN AGREEMENT WITH G.M. SAGER CONSTRUCTION
COMPANY FOR ON-CALL PAVING SERVICES
RECOMMENDED ACTION:
It is recommended that the City Council approve an agreement with G.M. Sager Construction Co., Inc. for on-call paving services in an amount not-to-exceed$2,400,000 for the initial three-year term,with up to two additional one- year extensions;and authorize the City Manager to execute the agreement.
GOAL STATEMENT
The proposed action supports the City's goal of providing a high quality of life by assuring that all the City's streets and alleys are repaired after water and sewer system repairs are completed and restored to proper working conditions.
BACKGROUND
The City is responsible for maintaining approximately 228 miles of sewer collection mains, and approximately 291 miles of water distribution mains, including various valves, hydrants, meters, service connections, and other water utilities appurtenances. When repairs are made to the water and sewer infrastructure, the City must also repair the street pavement,which the City has historically contracted out these services in the past. Without an on-call asphalt and concrete pavement repair contract,the City does not have adequate staffing and resources to repair the damage to the street pavement caused by the water and sewer main repair activities.
On July 26,2021,the City Council approved an agreement with Hardy&Harper for on-call asphalt pavement repairs.
There were multiple extensions of that agreement with the most recent extension being Amendment No. 3 approved by the City Council on September 9,2025.
ISSUES AND ANALYSIS
While the City of Upland maintains in-house maintenance staff,the City has traditionally utilized an experienced and qualified on-call paving services contractor to complete pavement work upon completion of utility projects within the public right-of-way as well as ensure compliance with the City's pavement ordinance. Recognizing the need for on- call paving and repair services, staff conducted research into agencies with similar paving needs and sought out agencies that would provide documentation of their bid,selection process and results for on-call paving and concrete repair services. This approach allows Upland to respond efficiently to maintenance needs as they arise while maintaining consistent pricing and leveraging the contractor's familiarity with City infrastructure.
On June 5,2025,the Cucamonga Valley Water District issued a Request for Bids(RFB)to six contractors for Asphalt &Concrete Repair Services for fiscal year 2026.The bid schedule included unit costs for typical repair specifications and project square footage. On June 12, 2025, the District received bids from three contractors. Based on the bid results,G.M. Sager Construction Co.,Inc.was the lowest responsive and responsible bidder. On September 9,2025, Cucamonga Valley Water District awarded a contract to G.M. Sager Construction Co., Inc. for asphalt and concrete repair services.
Upland Municipal Code Section 2.48.080 and Purchasing Policy Section 12.4 authorizes the City to utilize a cooperative purchasing agreement established through a contract competitively awarded by another public agency
when the pricing and terms provide equal or better value to the City. Based upon staffs review of the Cucamonga Valley Water District procurement process and resulting cooperative purchasing agreement,staff determined that the proposed agreement with G.M. Sager Construction Co., Inc. satisfies these requirements. Accordingly, staff recommend engaging G.M.Sager Construction Co.,Inc.through the cooperative purchasing provisions of Purchasing Policy Section 12.4. Utilizing this procurement method reduces costs and administrative burden, expedites access to necessary engineering services,and maintains compliance with the City's purchasing requirements.
Exhibit A of the proposed agreement identifies the rates for asphalt repair, concrete repair and other miscellaneous prices. These rates are identical to the rates provided to Cucamonga Valley Water District as seen on pages 23-25 of the attached GM Sager Contract with the District.
ENVIRONMENTAL DETERMINATION
This action is not a project subject to CEQA and is exempt under Section 15378(b)(5)of the CEQA Guidelines as an organizational or administrative activity of government that will not result in direct or indirect physical changes in the environment.
FISCAL IMPACTS
The total not-to-exceed amount for the initial three-year term is $2,400,000. Staff anticipate utilizing approximately $800,000 during each year of the agreement term. Funding for the first year of the term is available in the FY 2026- 27 Capital Improvement Program under Citywide Water Utility Paving Restoration, Account No. 6407500-5540- 91029.
ALTERNATIVES
Provide alternative direction to staff.
CEQA:Not a Project.
ON-CALL PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF UPLAND
AND G.M. SAGER CONSTRUCTION CO., INC
This Agreement is made and entered into as of October 12, 2026 by and between the City of Upland, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and G.M. Sager Construction Co., Inc., a California corporation with its principal place of business at 1380 S. East End Ave., Pomona, CA 91766 (hereinafter referred to as "Consultant"). City and Consultant are hereinafter sometimes referred to individually as "Party" and collectively as the "Parties."
RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
On-Call Asphalt & Concrete Repair Resulting from Water Utility Repairs (hereinafter referred to as "the Project").
B. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional services for asphalt and concrete repairs, and possesses the necessary expertise, resources, and personnel to complete the Project in a timely and professional manner as specified herein.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
AGREEMENT
1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.
2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A." Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for the Project. The services shall be more particularly described in the individual Task Order issued by the City or its designee. No services shall be performed unless authorized by a fully executed Task Order in the form attached hereto as Exhibit "B".
3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its 1
performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.
4. Compensation.
a. Consultant shall receive compensation, including authorized reimbursements, for all services rendered under this Agreement at the rates set forth in the Schedule of Charges attached hereto as Exhibit "A" and incorporated herein by this reference. The maximum compensation for services to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total aggregate compensation paid to Consultant under this Agreement shall not exceed the amount set forth in Section 4(b) below.
b. In no event shall the total amount paid for services rendered by Consultant under this Agreement and all Task Orders issued hereunder exceed the sum of $2,400,000.00 [Two Million Four Hundred Thousand Dollars] for the initial three-year term of this Agreement. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty- five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.
5. Additional Work. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. The City Manager may approve Additional Work, as further defined in Section 5, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). Any additional work in excess of this amount shall be approved by the City Council.
6. Term. The term of this Agreement shall be from October 12, 2026 to October 11, 2029, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two additional one-year terms. Consultant shall complete the services within the term of this Agreement and shall meet any other established schedules and deadlines set forth in each individual Task Order issued by the City. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement.
7. Maintenance of Records; Audits.
a. Records of Consultant's services relating to this Agreement shall be 2
maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of a Task Order from the City to proceed.
9. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.
c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
10. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.
3
c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
11. Standard of Care. Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from working on the Services by the Consultant and shall not be re-employed to perform any of the Services.
Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor's use of further independent contractors, subcontractors or subconsultants without the City's prior written consent.
12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City.
13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City's Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business.
14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall 4
constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
15. Independent Consultant/Contractor. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. a. PERS Eligibility Indemnification
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 the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS 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.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
a. Additional Insured
The City of Upland, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant's and its subconsultants' policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.
5
b. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.
c. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. 6
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal
injury, and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer's Liability $1,000,000 per occurrence
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a 7
waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.
f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (ACORD Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the 8
limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:Vlll and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. (vi) Consultant shall report to the City, in addition to Consultant's insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided 9
by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
17. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys' fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code Section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.
18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor 10
Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements.
19. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.
21. Termination or Abandonment
a. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least ten (10) days before the effective date of such termination. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
11
c. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
22. Attorneys' Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney's Office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for the purposes of this Agreement.
23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant's professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction.
24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.
25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
26. Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
27. Organization. Consultant shall assign Ramond De Alba as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.
29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof 12
CITY: CONSULTANT:
City of Upland GM Sager Construction, CO., INC. 460 N. Euclid Avenue 1380 S. East End Avenue
Upland, CA 91786 Pomona, CA 91766
Attn: City Manager Attn: Michael Sager
With Copy To:
City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Attorney
30. No Third Party Beneficiaries. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
32. Entire Agreement. This Agreement, including Exhibit "A" and executed Task Orders represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement.
33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect.
34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. 13
No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
36. Time of Essence. Time is of the essence for each and every provision of this Agreement.
37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.
39. City's Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.
42. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.
43. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.
44. Order of Precedence.
The following order and succession of the referenced documents shall govern in the event of conflict between documents:
14
1. Amendment(s)
2. This Agreement
3. Task Orders
45. Electronic Signatures. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature
[SIGNATURES ON FOLLOWING PAGE]
15
SIGNATURE PAGE FOR ON-CALL PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF UPLAND
AND GM SAGER CONSTRUCTION CO., INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF UPLAND CONSULTANT
APPROVED BY: GM SAGER CONSTRUCTION CO., INC.
APPROVED BY:
Michael Blay
City Manager
ATTESTED BY: Gary Sager
President
Keri Johnson, CMC
City Clerk Michael Sager
Vice President
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
16
EXHIBIT A
(ASPHALT REPAIR
REMOVE EXISTING REMOVE EXISTING BUSY STREET SECTION AND BASE PAVE UP AND BASE PAVE UP REQUIRING HEAVY TO 4" THICK TO 6"THICK i2ETRAFFIC CONTROL
'.IOVE AND BASE PAVE
UP TO 6-THICK
UP TO 50 SQ_ FT_ $ 900.00 S 1,100.00 $ 1,300.00 $
$900.00 PLUS 51,100.00 1,if}0 00 PI115
S 50 SF UP TO S 1 1.00 ISQ.FT. —20.00 .FT. . $ 15.00 /SQ.FT. OVER Sc' SQ.FT.
100 SO.FT. OVER 50 SQ.FT. OVER 50 SQ.FT.
101 SQ.FT. S 1,650.00 + S 2,000.00 + S 2,300.00 + UP TO $ 13.00 /SQ.FT. $ 16.00 /SQ_FT. $ 18.00 /SQ.FT. 200 SOFT. OVER 100 SQ.FT. OVER 100 SQ.FT. OVER 100 SQ_FT. 201 SOFT. S 2,950.00 + $ 3,600.00 + $ 4,100.00 + LIP TO $ 12.00 ,SQ.FT. $ 15.00 /SQ.FT. $ 17.00 /SQ.FT. 500 SOFT. OVER 200 SQ.FT. OVER 200 SQ.FT. OVER 200 SQ.FT. 501 SQ.FT. UP TO $ 6,550.00 + $ 8,100.00 + $ 9,200.00 + 1000 SQ_FT_ $ 11.00 /SQ.FT. $ 14.00 ,SQ.FT. $ 16.00 ,SQ.FT.
OVER 500 SQ.FT. OVER 500 SQ.FT. OVER 500 SQ.FT.
ADDITIONAL $ 1.50 ,SQ.FT.IN. $ 1.50 /SQ.FT.IN. S 2.00 /SO.FT.IN.
THICKNESS
GRINDING MIN REPAIR $ 300.00 PLUS $2.50 PER SQ.FT.IN ASPHALT CAP, 1" THICKNESS MIN REPAIR $ 450.00 PLUS $ 3.50 PER SQ.FT.IN.
ASPHALT MACHINE BERM. 6" MIN REPAIR $ 1,000.00 PLUS $ 18.00 PER LN.F7.
CRUSHER BASE MIN REPAIR $ 400.00 PLUS S 0.70 PER SQ.FT.IN. 17
CONCRETE REPAIR
REMOVE& REPLACE BUSY STREET SECTION
REMOVE& REPLACE REMOVE& REPLACE CROSS GUTTER, REQUIRING HEAVY
SIDEWALK SECTION SIDEWALK SECTION APPROACH OR STREET TRAFFIC CONTROL 4"THICK 6"THICK SECTION UP TO REMOVE& REPLACE 8"THICK UP TO 8"THICK
Up to 50 SF $ 2,500.00 $ 2,800.00 $ 3,100.00 $ 3,600.00 50 UP TO $2,500 PLUS $ $2,800.00 PLUS $ 3,100.00 PLUS $3,600.00 PLUS 100 SQ.FT. $_30.00 /SQ.FT. $ 3.3..00 /SQ.FT. $ 36.00 /SQ.FT. $ 38.00 /SQ.FT.
OVER 50 SQ.FT. OVER 50 SQ.FT. OVER 50 SQ.FT. OVER 50 SQ.FT. 101 SQ.FT. $4.000.00 + $4,450.00 + $4,900.00 + $5,500.00 + UP TO $ 22.00 /SQ.FT. $ 25.00 /SQ.FT. $ 28.00 /SQ.FT. $ 30.00 /SQ.FT.
OVER 100 SQ.FT. OVER 100 SQ.FT. OVER 100 SQ.FT. OVER 100 SQ.FT. 200 SQ.FT.
201 SQ.FT. $6,200.00 + $6,950.00 + $7.700.00 + $8.500.00 + UP TO $ 17.0Q /SQ.FT. $ 20.00 /SQ.FT. $ 23.00 /SQ.FT. $ 25.00 /SQ.FT.
OVER 200 SQ.FT. OVER 200 SQ.FT. OVER 200 SQ.FT. OVER 200 SQ.FT. 500 SQ.FT.
501 SQ.FT. $11.300.00 + $12.950.00 + $14.600.00 + $16.000.00 + UP TO 100Q $ 15.00 /SQ.FT. $ 18.00 /SQ.FT. $ 21.00 /SQ.FT. $ 23.00 /SQ.FT.
OVER 500 SQ.FT. OVER 500 SQ.FT. OVER 500 SQ.FT. OVER 500 SQ.FT.
SQ.FT.
ADDITIONAL
THICKNESS $ 1.50 /SQ.FT.IN. $ 1.50 /SQ.FT.IN. $ 1.50 /SQ.FT.IN. $ 2.00 /SQ.FT.IN.
MIN. REPAIR UP TO 20 LN.FT. 21 LN.FT.TO 51 LN.FT.TO CURB & ( 10 LN.FT.) 50 LN.FT. 100 LN.FT. -
GUTTER $2,800.00 + $4,300.00 + $7,300.00 +
SECTION $2.800.00 $150.00 /LN.FT.
OVER 10 LN.FT. $100.00 /LN.FT. $90.00 /LN.FT.
OVER 20 LN.FT. OVER 50 LN.FT.
DOWLING $400.00 MINIMUM PLUS $22.00 /PER DOWEL 18
MISCELLANEOUS PRICES
ARROW BOARD $300.00 PER DAY
SAW CUTTING 4" DEEP $ 325.00 PLUS $ 1.30 PER LN.FT.
BUSY STREET $ 400.00 PLUS $ 1.80 PER LN.FT.
ADDITIONAL THICKNESS OVER $0.40 PER LN.FT.IN. 4" THICK
VACUUM& DISPOSAL OF SAW $ 0.00 PLUS $ 0.00 PER LN.FT.IN.
CUT LIQUID & SPOILS
19
EXHIBIT B
Sample Task Order Form
TASK ORDER
Task Order No.
Agreement: ON-CALL ASPHALT & CONCRETE REPAIRS RELATING TO WATER
UTILITY REPAIRS
Consultant: G.M. SAGER CONSTRUCTION CO., INC
The Consultant is hereby authorized to perform the following services subject to the provisions of the Agreement identified above:
List any attachments: (Please provide if any.)
Dollar Amount of Task Order: Not to exceed $ , .00 Completion Date:
The undersigned Consultant hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all services for the work above specified in accordance with the Agreement identified above and will accept as full payment therefore the amount shown above.
CITY OF UPLAND G.M. SAGER CONSTRUCTION CO., INC Dated: Dated:
By: By:
20
CITY OF UPLAND
BUDGET AMENDMENT
c�LrsoR�tP.
Date: 10/12/2026 Fiscal Year: FY26-27
Requested by: Charles Kwon Amount: $ -
Dept/Div: Finance Description: PW CIP On-Call Paving Services G.M. Sager Construction Co.
EXPENDITURES
Proposed
Account Number Dept/Account Description Adopted Budget Current Budget Amendment Amended Budget 6407500-5540-91029 Water Utility/CW Paving Rest, - - 800,000.00 800,000.00 6407500-5541 Water Utility/CIP Fund Pool 6,000,000.00 5,269,250.00 (800,000.00) 4,469,250.00 Total 6,000,000.00 5,269,250.00 - 5,269,250.00
REVENUES
Proposed
Account Number Account Description Adopted Budget Current Budget Amendment Amended Budget Total - - -
Fiscal Impact -
REASON/JUSTIFICATION (Please be specific)
❑ Appropriations per City Council approval
❑ Reallocation of maintenance&operations to cover actual expense/encumbrances ❑ Estimated revenue adjustment for donations/other sources of revenue ❑ Appropriation line item adjustment to match funds received by grant, donations of other sources (deposit) ❑ Emergency purpose:
Description of Expense:
0 Other- Explain:
AGREEMENT WITH G.M. SAGER CONSTRUCTION COMPANY FOR ON-CALL PAVING SERVICES This request is directly related to:
❑ Purchase Requisition No. Vendor:
El Council Meeting action: 10/12/2026 (Attach copy of minutes) Increase Purchase Order# OR Requisition #
APPROVALS
Dept Head Approval: Date:
Deputy Director of Finance: Date:
Funds Available? ❑Yes ❑No
o Approved ❑ Denied
City Manager*: Date:
*Not required if approved by City Council
Comment:
Finance Division Only:
BA#: 04276024 Help Ticket#: N/A
Journal #: 27 Initial/Date:
Revised:7/2026 Page 1603I:olsa 25 AM
CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits City Officers from participating in any action concerning a license, permit, other entitlement for use,franchise, or contract(collectively"license, permit,or contract")if they receive political contributions)from a party, or its agent(s), totaling more than $500 within the twelve (12) months before the proceeding, while a proceeding is pending, and for twelve(12) months following the date of a final decision in a proceeding.
The Levine Act also requires a member of the Upland City Council who has received such a contribution to disclose the contribution on the record of the proceeding and recuse themselves before the proceeding unless the violation has been properly cured.
Current Upland City Council Members are listed at:
https://www.uplandca.gov/city-council-treasurer
Parties and their Agents are responsible for accessing the link to review the names and disclosing their applicable contributions to City Officers on the record of a proceeding.
As a party to a proceeding, you are also required to provide information below about contributions made by you, your agents on behalf of you or your organization, your organization subject to the proceeding with the City, and any organization you direct or control pursuant to the aggregation rules at FPPC Reg. § 18438.5, except for uncompensated officers of a nonprofit organization. This form is to be submitted to the City of Upland and is a public record. If you have any questions about this form, please contact your City representative for assistance.
1. Have you or your company,or any agent/board member on behalf of you or your company/entity, made any political contributions of more than $500 to any Upland City Council Member in the 12 months preceding the date of the submission of your proposal or application,or the anticipated date of any Council action?
LIVES If yes, please identify the Council Member(s):
fN❑
2. Do you or your company/entity, or any agency on behalf of you or your company/entity, anticipate or plan to make any political contribution of more than $500 to any Upland City Council Member in the 12 months following any Council action related to your proposal or application? YES If yes, please identify the Council Member(s):
LINO
Answering yes to either of the two questions above does not preclude the Upland City Council from awarding a contract or approving an application or any subsequent action. It does, however, preclude the identified Council Members)from participating in any actions related to your proposal or application. 09/17/2026
Date Si nature of authorized in ividual
G M.Sager Construction Co.,Inc.1 Michael Sager
Company/Applicant Name
(Levine Act definitions on reverse side)
LEVINE ACT DISCLOSURE STATEMENT DEFINITIONS
Term Definition Law
A proceeding to grant, deny, revoke, restrict, or modify a license, permit or other entitlement for use, that
I does not solely involve purely ministerial decisions
and is:
Covered (1)Applied for by the party, FPPC Req 18438.2(a) "proceedings" (2) Formally or informally requested by the party; or (3)A contract between the agency and the party or a
franchisee granted by the agency to the party, other
than a contract that is competitively bid, a labor
contract, or a personal employment contract.
Any person who files an application for, or is the
Party subject of, a proceeding involving a license, permit, or Gov. Code 84308(a)(1) other entitlement for use.
Any person who is not a party but who actively
supports or opposes a particular decision in a
proceeding involving a license, permit, or other
entitlement for use and who has a financial interest in Gov. Code 84308(a){2) Participant the decision.A person actively supports or opposes a FPPC Req 18438.4 particular decision in a proceeding if that person
lobbies in person the officers or employees of the
agency, testifies in person before the agency, or
otherwise acts to influence officers of the agency.
A person who represents a party or participant for
compensation and appears before or otherwise
Agent communicates with the governmental agency for the 9 purpose of influencing the pending proceeding. See FPPC Reg 18438.3 FPPC Reg 18438.3 for exceptions for certain
consultants.
A contract required by law to be awarded to the lowest
responsible bidder with a responsive bid, or. if the FPPC Reg Competitively Bid successful bidder refuses or fails to execute the 18438.2(a)(3)(A) contract, to the next lowest bidder with a responsive
bid.
A contract or agreement reached through collective
bargaining or with a representative group regarding
Labor Contract the salary, benefits, or terms and conditions under an FPPC Req employment or retirement policy for employees or 18438.2(a)(3)(B) retirees, including a project labor agreement entered
under Public Contract Code Section 2500.
Personal A contract for employment, including the terms and Employment conditions of employment, between the agency and FPPC Req Contract an agency employee.A contract with an independent 18438.2(a)(3)(C)-(D) contractor is NOT a personal employment contract.
A...A Cucamonga Valley®
Water District
Service Beyond Expectation
STAFF REPORT
Date: September 9, 2025
To: Board of Directors
From: John Bosler, General Manager/CEO
Agenda Title: Award of Contract for Asphalt & Concrete Repair Services Purpose
Staff is recommending an Award of Contract to G.M. Sager Construction Co., Inc. in the amount of$301,200.00 for fiscal year 2026 Asphalt & Concrete Repair Services.
Background/Analysis
Routine District construction and maintenance activities often require demolition and excavation of paved surfaces (e.g. streets, sidewalks, etc.). Examples of such activities include water service lateral replacement, water main repairs, valve replacements, sewer lateral repairs, and sewer main repairs. Upon completion of work, the District is responsible for restoring the finish grade according to the specifications of the appropriate jurisdiction. For work completed within Rancho Cucamonga city limits, repairs are completed by the city's public works department in accordance with the Memorandum of Understanding between CVWD and the City of Rancho Cucamonga. For work completed outside city limits,finished- surface repair and restoration is completed by a private contractor under contract with CVWD. The estimated annual expense for the subject scope of work is $301,200.00.
On June 5, 2025, the District issued a Request for Bids (RFB) to six contractors for Asphalt & Concrete Repair Services for fiscal year 2026. The bid schedule included unit costs for typical repair specifications and project square footage. On June 12, 2025, the District received bids from three contactors. Based on the bid results, G.M. Sager Construction Co., Inc. was the lowest responsive and responsible bidder.
This item was presented to the Engineering Committee on September 2, 2025. The committee recommended this item be forwarded to the Board of Director for consideration and approval.
Alignment with Strategic Goals
Maintenance and rehabilitation of the District's water supply infrastructure is critical in the execution of the District's core mission and objectives.
Fiscal Impact
Funds for Asphalt & Concrete Repair Services are included in the District's Fiscal Year 2025- 2026 Operating and Capital Improvement Budget.
September 9, 2025
Award of Contract- Asphalt& Concrete Repair Services
Recommendation
Staff recommends that the Board of Directors approve the Award of Contract to G.M.
Sager Construction in the amount of $30I,200.00 for Annual Asphalt & Concrete Repair Services.
Attachments:
Attachment I: Asphalt & Concrete Repair Services — Bid Results 7/17/2025 Submitted by: Michael Maestas, Deputy Director of Operations Prepared By: Robert Koczko, Operations Manager (Construction & Maintenance)
D ORIGINAL
CUCAMONGA VALLEY WATER DISTRICT
SPECIFICATIONS
FOR THE CONSTRUCTION OF
Annual On-Call Asphalt & Concrete Repair
Project No. 326059
June, 2025
aids will be received at
Cucamonga Valley Water District
10440 Ashford Street
Rancho Cucamonga, CA 91730
Until 2:00pm, June 12, 2025
(This page was intentionally left blank)
TABLE OF CONTENTS
BIDDING AND CONTRACT REQUIREMENTS 1
1. NOTICE INVITING BID 3
1.1. DESCRIPTION OF WORK 3
1.2. RECEIPT OF BIDS 3
1.3. OBTAINING BID DOCUMENTS 3
1.4. PRE-BID CONFERENCE AND SITE INSPECTION 3
1.5. PROJECT MANAGER 3
1.6. CONTRACTOR'S LICENSE 4
1.7. PREVAILING WAGES 4
1.8. COMPLETION OF WORK 4
1.9. LIQUIDATED DAMAGES 4
1.10. BID SECURITY 4
1.1 1. BID GUARANTEE 4
1.12. AWARD OF CONTRACT 4
1.13. PAYMENT 5
1.14. RIGHTS TO REJECT BIDS 5
1.15. CALIFORNIA LABOR CODE REQUIREMENTS 5
1.16. RETENTION 5
2. INSTRUCTION TO BIDDERS 7
2.1. COMPETENCY OF BIDDERS 7
2.2. SUBCONTRACTORS 7
2.3. DISQUALIFICATION OF BIDDERS 8
2.4. BIDDER'S EXAMINATION OF CONTRACT DOCUMENTS AND SITE 8
2.5. BIDDERS QUESTION AND ADDENDA 9
2.6. QUANTITIES OF WORK 9
2.7. SUBSTITUTE OR "OR EQUAL" ITEMS 9
2.8. MODIFICATIONS AND UNAUTHORIZED ALTERNATIVE BIDS 9
2.9. BID SECURITY, BONDS AND INSURANCE 9
2.10. RETURN OF BID SECURITY 10
2.1 1. SUBMISSION OF BIDS 10
2.12. DISCREPANCIES IN BIDS 10
2.13. WITHDRAWAL OF BIDS 10.
2.14. BID PROTESTS 11
2.15. CALIFORNIA LABOR CODE REQUIREMENTS 11
2.16. AWARD OF CONTRACT 12
2.17. EXECUTION OF AGREEMENT 12
3. BID FORMS 13
TABLE OF CONTENTS
3.1. BID STATEMENT 13
3.2. BID SCHEDULE 15
3.3. BIDDER'S GENERAL INFORMATION• 17
3.4. LIST OF SUBCONTRACTORS: 19
3.5. WORKERS' COMPENSATION CERTIFICATION 21
3.6. NON-COLLUSION DECLARATION 23
3.7. PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION 25
3.1. BID BOND 27
4. AGREEMENT AND RELEVANT DOCUMENTATION 29
4.1. AGREEMENT 29
4.2. PERFORMANCE BOND 33
4.3. PAYMENT BOND 37
GENERAL CONDITIONS 39
1. SCOPE OF WORK; STANDARD OF CARE 41
2. LAWS AND REGULATIONS; PROVISIONS REQUIRED BY LAW DEEMED INSERTED.............. 41
3. GOVERNING LAW 41
4. BOND REQUIREMENTS 41
4.1. PAYMENT BOND 41
4.2. PERFORMANCE BOND 41
4.3. SURETY QUALIFICATIONS 42
5. INSURANCE 42
5.1. TIME FOR COMPLIANCE 42
5.2. MINIMUM REQUIREMENTS 42
5.3. INSURANCE ENDORSEMENTS 42
5.4. BUILDERS'/ALL RISK POLICY REQUIREMENTS 43
5.5. SEPARATION OF INSUREDS; NO SPECIAL LIMITATIONS 43
5.6. PROFESSIONAL LIABILITY INSURANCE 43
5.7. DEDUCTIBLES AND SELF-INSURANCE RETENTION 44
5.8. ACCEPTABILITY OF INSURERS 44
5.9. VERIFICATION OF COVERAGE 44
5.10. SUBCONTRACTORS 44
6. LOSS AND DAMAGE 44
7. CERTIFICATION OF LICENSE 44
8. EQUAL OPPORTUNITY EMPLOYMENT 44
9. CONTRACTOR'S LABOR CERTIFICATION 45
10. CALIFORNIA LABOR CODE REQUIREMENTS 45
10.1. PREVAILING WAGES 45
10.2. APPRENTICEABLE CRAFTS 45
TABLE OF CONTENTS
10.3. PAYROLL RECORDS 45
10.4. HOURS OF WORK 46
11. SAFETY 46
12. HAZARDOUS WASTE AND DIFFERING SITE CONDITIONS 46
13. TRENCHING WORK 46
14. UNDERGROUND UTILITY FACILITIES 47
15. DISTRICT'S REPRESENTATIVE 47
16. CONTRACTOR'S REPRESENTATIVE 47
17. CONTROL AND PAYMENT OF SUBORDINATES; CONTRACTUAL RELATIONSHIP 47
18. ENTIRE CONTRACT; MODIFICATION 47
19. COUNTERPARTS 48
20. TIME OF ESSENCE 48
21. PERIOD OF PERFORMANCE AND LIQUIDATED DAMAGES 48
22. COMPLETION OF WORK 48
23. COMPENSATION 48
23.1. TOTAL CONTRACT PRICE 48
23.2. CHANGE ORDERS 48
23.3. PAYMENT OF COMPENSATION 49
23.4. CONTRACT RETENTION 49
23.5. OTHER RETENTION 49
23.6. SUBSTITUTIONS FOR CONTRACT RETENTION 50
24. CLAIMS OF $375,000 OR LESS 50
25. LABOR AND MATERIAL RELEASES 50
26. TITLE TO WORK 50
27. WARRANTY 50
28. ANTI-TRUST CLAIMS 51
29. PROHIBITED INTERESTS 51
29.1. SOLICITATION 51
29.2. CONFLICT OF INTEREST 51
30. FRAUD PREVENTION POLICY 52
31. SUCCESSORS 52
32. ASSIGNMENT FORBIDDEN 52
33. TERMINATION 52
34. INDEMNIFICATION 52
35. ATTORNEYS' FEES 52
TABLE OF CONTENTS
ATTACHMENTS 55
TECHNICAL SPECIFICATIONS 57
-END OF TABLE OF CONTENTS-
(This page was intentionally left blank)
TABLE OF CONTENTS
iv
BIDDING AND CONTRACT REQUIREMENTS
INSTRUCTION TO BIDDERS
r
(This page was intentionally left blank)
•
INSTRUCTION TO BIDDERS
2 •
1. NOTICE INVITING BID
The Cucamonga Valley Water District (District) is seeking qualified Contractors to perform construction services to construct 326059 Annual On-Call Asphalt & Concrete Repair
1.1. DESCRIPTION OF WORK
326059 Annual On-Call Asphalt & Concrete Repair will Cucamonga Valley Water District (CVWD) requires Asphalt concrete (AC) and Portland cement concrete (PCC) pavement repair/construction services. CVWD is seeking a qualified Contractor to provide such services on an as-needed basis for the repair of AC and PCC pavement patches of City streets, sidewalks, and other paved areas. The successful bidder is expected to provide all materials and services that will fulfill or exceed the requirements and conditions set forth in this Request for Proposals (RFP). CVWD wishes to award a one (1) year contract and makes no guarantees, expressed or implied, as to the actual number of pavement projects to be assigned during any term of the awarded contract. at Various Locations
1.2. RECEIPT OF BIDS
Sealed Bids for the construction of 326059 Annual On-Call Asphalt & Concrete Repair will be received by Cucamonga Valley Water District at the District office located at 10440 Ashford Street, Rancho Cucamonga, CA 91730 until 2:00pm on June 12, 2025. Bids must be submitted on the District's bid forms. It is the bidder's sole responsibility to ensure its bid is timely received. Late bids will be returned unopened.
There will be no public opening of the bids. Bid will be opened and certified before being announced by District staff no later than seven days after receipt of bids.
1.3. OBTAINING BID DOCUMENTS
Copies of the Contract Documents may be obtained at the Engineering Counter at the District office located at 10440 Ashford Street, Rancho Cucamonga, CA 91730.
1.4. PRE-BID CONFERENCE AND SITE INSPECTION
A Non-Mandatory pre-bid conference and site inspection to be held on June 10, 2025, at 8:00am.
The meeting will be held at the project location. Bidders who do not attend a mandatory pre-bid meeting may be rejected as nonresponsive.
1.5. PROJECT MANAGER
All communication relative to this work shall be directed to the District's project manager prior to the schedule bid opening.
Project Manager: Robert Koczko
Cucamonga Valley Water District
10440 Ashford Street
Rancho Cucamonga, CA 91730
Phone: 909-483-7400
Fax: 909-941-8069
Email: [email protected]
INSTRUCTION TO BIDDERS
3
1.6. CONTRACTOR'S LICENSE
The bidder must possess a valid Class"A" General Engineering Contractor license at the time that the contract is awarded and all subcontractors shall possess proper licenses for the specialty work subcontracted. Failure to possess the specified license shall render the bid as non-responsive and shall act as a bar to award of the contract to any bidder not possessing said license at the time of the bid.
1.7. PREVAILING WAGES
Since this is a public works contract, the successful bidder shall comply with the California Labor Code - Section 1770 and all sections of the "Prevailing Wage Laws". The successful bidder and any subcontractor performing part of said work shall strictly adhere to the provision of the Labor Code and a copy of the prevailing wage rates shall be posted by the successful bidder at the job site. This shall include but not limited to minimum pay, work days, nondiscrimination, apprentices, maintenance and availability of accurate payroll records. No contractor who is who is ineligible to bid, work on, or be awarded a public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code may submit a bid.
1.8. COMPLETION OF WORK
All work shall be completed and placed in service within three hundered sixty-five (365) calendar days after the Contractor receipt of a written "Notice to Proceed" letter from the District, at which time the Contractor may begin work. The project shall be deemed complete after the Contractor receipt of a written "Notice of Acceptance" letter from the District.
1.9. LIQUIDATED DAMAGES
In accordance with Government Code section 53069.85, if work is not completed within the time as required in 1.8 "COMPLETION OF WORK" and any District approved time extensions, the District may assess liquidated damages in the amount of $10 for each day beyond the time required in
1.8 "COMPLETION OF WORK" and any District approved time extensions as compensation for the Contractor's breach of agreement to complete work within the time agreed.
1.10. BID SECURITY
Each bid shall be accompanied by a certified or cashier's check or bid bond in the amount of ten percent (10%) of the total bid price payable to the Cucamonga Valley Water District as a guarantee that the bidder, if its bid is accepted, will promptly execute the Agreement. If the successful bidder does not execute the Agreement, and provide the required bonds and proof of insurance within fourteen (14) calendar day after written notice,they shall forfeit their Bid Security deposit to the District.
All bonds shall be in the form provided or approved by the District and executed by a surety meeting the requirements of Section 995.120 of the California Code of Civil Procedure.
1.11. BID GUARANTEE
The bidder shall guarantee the bid price for a period of ninety (90) calendar days from the date of the bid opening.
1.12. AWARD OF CONTRACT
The award of the Contract shall be made to the to the lowest responsive, responsible bidder , after the contract has been reviewed and certified by staff and approved by the Cucamonga Valley Water District's Board of Directors. All prospective bidders are hereby alerted that a
INSTRUCTION TO BIDDERS
4
waiting period of up to ninety (90) calendar days from time of bid opening may be required before proceedings are completed and written notice of award is made. Bidders shall assume full responsibility for the effect of the waiting period delay on the bid price and make certain the time period is stated in and does not restrict their bid guarantee bond. The Contractor shall execute the Contract and provide the required bonds and proof of insurance within fourteen (14) days after receiving the Contract Agreement from the District.
1.13. PAYMENT
In accordance with the specifications, payments will be made by the District to the Contractor based on itemized estimates duly certified by the District, less all retentions. When requests for payment are made, a copy of the red-line as-built shall be submitted by the Contractor.
1.14. RIGHTS TO REJECT BIDS
The District reserves the right to act to reject any or all bids,to waive any informality in a bid, and to make award to any responsive, responsible qualified bidder in the best interest of the District.
1.15. CALIFORNIA LABOR CODE REQUIREMENTS
The Director of Industrial Relations has determined the general prevailing rate of per diem wages • in the locality in which this work is to be performed for each craft or type of worker needed to execute the Contract which will be awarded to the successful bidder, copies of which are available online at http://www.dir.ca.gov/dIsr . A copy of these rates shall be posted by the successful bidder at the job site. The successful bidder and all subcontractor(s) under him, shall comply with all applicable Labor Code provisions,which include, but are not limited to the payment of not less than the required prevailing rates to all workers employed by them in the execution of the Contract,the employment of apprentices, the hours of labor and the debarment of contractors and subcontractors.
If the bids subject to this Notice are due on or after March 1, 2015, then pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor's and subcontractors' current registration with the Department of Industrial Relations to perform public work. If awarded a Contract,the Bidder and its subcontractors, of any tier, shall maintain active registration with the Department of Industrial Relations for the duration of the Project.
This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. In bidding on this project, it shall be the Bidder's sole responsibility to evaluate and include the cost of complying with all labor compliance requirements under this contract and applicable law in its bid.
1.16. RETENTION
Pursuant to Public Contract Code section 22300, the successful bidder may substitute securities in place of funds retained by the District.
INSTRUCTION TO BIDDERS
5
Cucamonga Valley Water District
/6-60.4tA176-
BY:
Robert Koczko
Operations Manager: Construction &
Maintenance
DATE: June 5, 2025
-END OF NOTICE INVITING BID-
INSTRUCTION TO BIDDERS
6
2. INSTRUCTION TO BIDDERS
2.1. COMPETENCY OF BIDDERS
In awarding a contract, if it be awarded, consideration will be given to the general competency of the bidder to perform the Work covered by the bid. To this end, each bid shall be supported by the following requirements:
2.1.1. Contractor's License
Bidder shall possess a valid Class "A" General Engineering Contractor license at the time that the contract is awarded. Failure to possess the specified license shall render the bid as non- responsive and shall act as a bar to award of the contract to any bidder not possessing said license at the time of the bid. Subcontractors must possess the appropriate licenses for each specialty subcontracted.
Note: pursuant to Public Contract Code Section 20676, sellers of "mined material" must be on an approved list of sellers published pursuant to Public Resources Code Section 2717(b) in order to supply mined material for this contract.
2.1.2. Experience Statement
Bidder shall submit a statement of the bidder's experience as of recent date. In this statement the bidder shall list similar projects that the bidder has constructed, stating in each case the total project cost when constructed, and the names, address and telephone number of the owner. In order to be considered for award for this Contract, each bidder shall have completed at least three projects of similar type and complexity and comparable value. The District reserves the right to determine, in its sole discretion, whether a project is similar in type, complexity and value to the work covered by the bid.
2.1.3. Financial Statement
The District may require that bidders under consideration for award of the Contract submit a financial statement. Such statement shall be in a form and substance similar or equal to the form for that purpose developed and published by the Associated General Contractors of America. The financial statement shall be submitted within seven (7) calendar days of receipt of the request from the District. If the bidder fails to submit the financial statement(s), or if the financial statement(s) is not satisfactory to the District,the bid of such bidder shall be considered non-responsive, and such bid may be rejected by the District.
2.2. SUBCONTRACTORS
Public Contracts Code §4104 states that public project specifications or general bidding conditions must require persons making bids to set forth the names and locations of subcontractors which will perform work in excess of one-half of one percent (0.5%) of the total bid. The bidding contractor must also set forth the portion of the work which will be done by each subcontractor. The prime contractor may list only one subcontractor for each portion as is defined in their bid. Any portion of work for which no subcontractor is listed shall be performed by the successful bidder.
Circumventing by the bidder of the requirement to list subcontractors by the device of listing one subcontractor who will, in turn, sublet portions constituting the majority of the work covered by this Contract shall be considered a violation of the California Subletting and Subcontracting Fair Practices Act, Division 2, Part 1, Chapter 4 of the California Public Contract Code and shall subject Contractor to the penalties set forth in Sections 4110 and 4111 of said Code.
INSTRUCTION TO BIDDERS
7
2.3. DISQUALIFICATION OF BIDDERS
More than one bid from an individual, firm, partnership, corporation,or association under the same or different names will not be considered. If the District believes that any bidder has interest in more than one bid for the Work contemplated, all bids in which such bidder has interest will be rejected. If the District believes that collusion exists among the bidders, all bids will be rejected.
No contractor who is who is ineligible to bid, work on, or be awarded a public works project pursuant to Section T 777.1 or 1777.7 of the Labor Code may submit a bid.
Persons who are ineligible to bid on or contract with a public entity pursuant to Section 2203 of the Public Contract Code shall not submit bids.
2.4. BIDDER'S EXAMINATION OF CONTRACT DOCUMENTS AND SITE It is the responsibility of each bidder prior to submitting a bid, to:
• Examine the Contract Documents thoroughly,
• Visit the site to become familiar with local conditions that may affect cost, progress or performance of the Work,
• Consider federal, state and local laws and regulations that may affect cost, progress or performance of the Work,
• Study and carefully correlate the bidder's observations with the Contract Documents, and,
• Notify the Owner of all conflicts, errors, or discrepancies in the Contract Documents.
Underground utilities information reflected in the Contract Documents is as-built information provided to the engineer. While reasonable efforts were expended in making sure that the information shown is correct based on supplied information shown, the District does not assume responsibility for the accuracy or completeness thereof. To the extent required by Government Code section 4215, the District shall compensate the contractor for the costs of locating, repairing damage not due to the failure of the contractor to exercise reasonable care, and removing or relocating such utility facilities not indicated in the plans and specifications with reasonable accuracy.
The lands upon which the Work is to be performed, rights-of-way and easements for access thereto and other lands designated for use by the Contractor in performing the Work are identified in the Contract Documents. Boundary Information is approximate and is only intended for general references. No record of survey conducted or implied. The contractor is responsible to verify any and all property or easement data deemed necessary to perform the work as shown.
All additional lands and access thereto required for temporary construction facilities or storage of materials and equipment are to be provided by the Contractor. Easements for permanent structures or permanent changes in existing structures are to be obtained and paid for by the District unless otherwise provided in the Contract Documents.
Before submitting a bid,each bidder shall,at bidder's own expense,make or obtain any additional examinations, investigations,explorations, tests, and studies .and obtain any additional information and data which pertain to the physical conditions (surface, subsurface, and underground utilities) at o.r contiguous to the site or otherwise which may affect cost, progress, or performance of the Work and which the bidder deems necessary to determine its bid for performing the Work in accordance with the time, price, and other terms and conditions of the Contract Documents.
INSTRUCTION TO BIDDERS
8
On request in advance, the District will provide each bidder access to the site to conduct such explorations and tests as each bidder deems necessary for submission of a bid. Bidder shall fill all holes and shall clean up and restore the site to its former condition upon completion of such explorations.
The submission of a bid will constitute an incontrovertible representation by the bidder that the bidder has complied with every requirement of "Bidder's Examination of Contract Documents and Site" herein, that without exception the bid is premised upon performing the Work required by the Contract Documents, and that the Contract documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performance of the Work.
2.5. BIDDERS QUESTION AND ADDENDA
All questions about the meaning or intent of the Contract Documents are to be directed to the District in writing. Interpretations or clarifications considered necessary by the District in response to such questions will be issued by addenda emailed to all parties recorded by the District as having received the Contract Documents. Questions received less than seven (7) days prior to the date for opening of bids may not be answered. Only questions answered by formal written addenda will be binding. Oral and other interpretations or clarifications will be without legal effect. The bid deadline shall be extended by 72 hours if in the opinion of the District a material change, addition or deletion is made within 72 hours of bid closing. Addenda issued during the time of bidding shall become a part of the bid documents and submission of a bid shall constitute the bidder's acknowledgement of receipt of all addenda.
2.6. QUANTITIES OF WORK
The quantities of work or material states in unit price items of the bid are supplied only to give an indication of the general scope of the Work. The District does not expressly or by implication agree that the actual amount of work or material will correspond therewith, and reserves the right after award to increase or decrease the quantity of any unit price item of the Work by an amount up to and including twenty-five percent (25%) of any bid item, without a change in the unit price, and shall include the right to delete any bid item in its entirety, or to add additional bid items up to and including an aggregate total amount not to exceed twenty-five percent(25%) of the contract price.
2.7. SUBSTITUTE OR "OR EQUAL" ITEMS
The Work, if awarded, will be on the basis of materials and equipment described in the drawings or specified in the Technical Specifications. Unless findings pursuant to Section 3400(c) of the Public Contract Code have been made and described in the Special Conditions, whenever a brand or trade name is indicated in the drawings or specified in the Technical Specifications,application for acceptance "or equal" substitutes may be considered by the District after the effective date of the Agreement. The procedure for submittal of any such application by the Contractor and consideration by the District is set forth in the General Conditions.
2.8. MODIFICATIONS AND UNAUTHORIZED ALTERNATIVE BIDS
Unauthorized conditions, limitations, or provisos attached to the bid will render it informal and may cause its rejection as non-responsive. The completed bid forms shall be without interlineations, alterations,or erasures. Alternative bids will not be considered unless called for. Oral,telegraphic, facsimile transmission, or telephone bids or modifications will not be considered.
2.9. BID SECURITY, BONDS AND INSURANCE
INSTRUCTION TO BIDDERS
9
Each bid shall be accompanied by a certified or cashier's check or approved Bid Bond in the amount stated in the Notice Inviting Bids. Said check or bond shall be made payable to the Cucamonga Valley Water District and shall be given as a guarantee that the bidder, if awarded the Work, will enter into an Agreement with the District and will furnish the necessary insurance certificates, Payment bond,and Performance Bond;each of said bonds to be in the amount stated in the General Conditions. In case of refusal or failure to enter into said Agreement, the check or Bid Bond, as the case may be, shall be forfeited to the District. If the bidder elects to furnish a Bid Bond as its bid security, the bidder shall use the Bid Bond form bound herein, or one conforming substantially to it in form.
2.10. RETURN OF BID SECURITY
Within thirty (30) days after award of the contract, the District shall return the Bid Securities accompanying each of the bids not selected for award. All other Bid Securities shall be held until the Agreement has been finally executed. They shall then be returned to the respective bidders whose bids they accompany.
2.11. SUBMISSION OF BIDS
The bid shall be delivered by the time and to the place stipulated in the Notice Inviting Bids or as stipulated by Addendum. It is the bidder's sole responsibility to see that its bid is received in a timely manner. Bids received after the scheduled closing time for receipt of bids shall not be considered and will be returned to the bidder unopened.
Bids and other bid forms shall be submitted in a sealed envelope marked on the outside, upper left-hand, as follows:
Bid of (Contractor's Name)
for Annual On-Call Asphalt & Concrete Repair
The bid shall be made on the Bid Schedule(s) bound herein and the pages shall not be removed from the bound volume. In the event there is more than one Bid Schedule, the bidder may bid on any individual schedule or on any combination of schedules. The Bid Security shall be enclosed in the same envelope with the bid.
2.12. DISCREPANCIES IN BIDS
In the event there is more than one bid item in a bid schedule, the bidder shall furnish a price for all bid items in the schedule. Failure to do so will render the bid non-responsive and may cause its rejection.
In the event there are unit price bid items in a Bid Schedule and the "amount" indicated for a unit price bid item does not equal the product of the unit price and quantity, the unit price shall govern and the amount will be corrected accordingly, and the Contractor shall be bound by said correction.
In the event there is more than one bid item in a Bid Schedule and the total indicated for the schedule does not agree with the sum of the prices bid on the individual items,the prices bid on the individual items shall govern and the total for the schedule will be corrected accordingly, and the Contractor shall be bound by said correction.
The District may reject any Bid which, in its opinion when compared to other bids received or to the District's internal estimates, does not accurately reflects the cost to perform the Work. The District may reject as non-responsive any bid which unevenly weights or allocates costs, including but not limited to overhead and profit to one or more particular bid items.
2.13. WITHDRAWAL OF BIDS
INSTRUCTION TO BIDDERS
10
The bid may be withdrawn by the bidder by means of a written request, signed by the bidder or its properly authorized representative. Such written request must be delivered to the place stipulated in the Notice Inviting Bids for receipt of bids prior to the scheduled closing time for receipt for bids. After bid opening, bids may not be withdrawn except as set forth in Section 5100 et seq. of the Public Contract Code.
2.14. BID PROTESTS
Bidders may file a "protest" of a Bid with the Annual On-Call Asphalt & Concrete Repair. A protest must:
A. Be filed in writing within seven (7) calendar days after the bid opening date; B. Clearly identify the specific irregularity or accusation; C. Clearly identify the specific determination or recommendation being protested; D. Specify, in detail,the grounds of the protest and the facts supporting the protest; and E. Include all relevant, supporting documentation with the protest at time of filing.
If a protest meets these requirements, the Annual On-Call Asphalt & Concrete Repair, or other designated District staff member, shall review the basis of the protest and all relevant information and provide a written decision to the protestor. Protests not meeting the above requirements may be summarily rejected.
2.15. CALIFORNIA LABOR CODE REQUIREMENTS
2.15.1. Prevailing Wage
The general prevailing rate of per diem wages in the locality in which this work is to be performed for each craft or type of worker needed to execute the Contract are available online at http://www.dir.ca.gov/dlsr . Bidders are advised that a copy of these rates must be posted by the successful Bidder at the job site(s).
2.15.2.Ineligible Contractors
In accordance with the provisions of the Labor Code,contractors or subcontractors may not perform work on a public works project with a subcontractor who is ineligible to perform work on a public project pursuant to Section 1777.1 or Section 1777.7 of the Labor Code. Any contract on a public works project entered into between a contractor and a debarred subcontractor is void as a matter of law. A debarred subcontractor may not receive any public money for performing work as a subcontractor on a public works contract. Any public money that is paid to a debarred subcontractor by the Contractor for the Project shall be returned to the District. The Contractor shall be responsible for the payment of wages to workers of a debarred subcontractor who has been allowed to work on the Project.
2.15.3.Contractor Registration
If the bids subject to this Notice are due on or after March 1, 2015, then pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor's and subcontractors' current registration with the Department of Industrial Relations to perform public work. If awarded a Contract,the Bidder and its subcontractors, of any
INSTRUCTION TO BIDDERS
11
tier,shall maintain active registration with the Department of Industrial Relations for the duration of the Project. To this end, Bidder shall sign and submit with its Bid the Public Works Contractor Registration Certification on the form provided, attesting to the facts contained therein. Failure to submit this form may render the Bid non-responsive. In addition, each Bidder shall provide the registration number for each listed subcontractor in the space provided in the Designation of Subcontractors Form.
2.16. AWARD OF CONTRACT
Award of a contract, if it be awarded, will be made to the responsive, responsible bidder whose bid complies with all the requirements prescribed. Unless otherwise specified such award will be made within the period stated in the Notice Inviting Bids that the bids are to remain open. Unless otherwise indicated in the Notice Inviting Bids, a single award will not be made for less than all the items in an individual bid schedule. In the event the Work is contained in more than one Bid Schedule, the District may award schedules individually or in combination. In the case of Bid Schedules which are alternative to each other, only one of such alternative schedules will be awarded.
The District reserves the right to reject any or all bids, to waive any informality in a bid, and to make awards in the best interests of the District.
2.17. EXECUTION OF AGREEMENT
The bidder to whom award is made shall execute a written Agreement with the District on the form of agreement provided, shall secure all insurance, and shall furnish all certificates and bonds required by the Contract Documents within fourteen (14) calendar clays after receipt of the Agreement from the District. Failure or refusal to enter into an Agreement as herein provided or to conform to any of the stipulated requirements in connection therewith shall be just cause for annulment of the award and forfeiture of the Bid Security. If the bidder first selected by the District refuses or fails to execute the Agreement,the District may award the contract to another responsive, responsible qualified bidder. If the second selected bidder refuses or fails to execute the Agreement,the District may award the contract to the third responsive, responsible qualified bidder.
On the failure or refusal of such second or third lowest bidder to execute the Agreement, each such bidder's Bid Securities shall be likewise forfeited to the District. -END OF INSTRUCTION TO BIDDERS-
INSTRUCTION
TO BIDDERS
12
iFS{
_ fIf
3. BID FORMS
3.1, BID STATEMENT
BiD TO;CUCAMONGA VALLEY WATER DISTRICT
1. The undersigned bidder proposes and agrees,if this bid is accepted,to enter into an Agreement with the District in the form included In the Contract Documents to perform the Work as specified or indicated in said Contract Documents entitled:
CUCAMONGA VALLEY WATER DISTRICT
SPECIFICATIONS AND CONTRACT DOCUMENTS FOR
Annual On-Call Asphalt&Concrete Repair
2. Bidder accepts all of the terms and conditions of the Contract Documents, including without limitation those in the "Notice Inviting Bids" and "instructions to Bidders," dealing with the disposition of the bid security.
3. This bid will remain open for the period stated in the "Notice Inviting Bids." Bidder will enter into an Agreement within the time frame and in the manner required In the"Notice Inviting Bids" and the "Instructions to Bidders," and will furnish the insurance certificates, Payment Bond, and Performance Bond required by the Contract Documents.
4. Bidder has examined copies of all the Contract Documents Including the following addenda (receipt of all of which is hereby acknowledged):
Number: 9 Date: 06/10/2025
5. Bidder has familiarized itself with the nature and extent of the Contract Documents,Work,site, locality where the Work is to be performed, the legal requirements (federal, state and local laws, ordinances, rules, and regulations), and the conditions affecting cost, progress or performance of the Work and has made such independent investigations as bidder deems necessary.
6. This bid is genuine and not made in the interest of or on behalf of any undisclosed person,firm or corporation and Is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; bidder has not directly or Indirectly induced or solicited any other bidder to submit a false or sham bid; bidder has not solicited or induced any person,firm or corporation to refrain from bidding; and bidder has not sought by collusion to obtain for itself any advantage over any other bidder or over the District.
7. To all the foregoing, and including all Bid Schedule(s) and Information Required of Bidder contained in this Bid Form,said bidder further agrees to complete the Work required under the Contract Documents within the Contract Time stipulated in said Contract Documents, and to accept In full payment therefore the Contract Price based on the Total Bid Price(s)named in the aforementioned Bid Schedule(s).
ti
BID FORMS
13
Specification For
CVWD
ADDENDUM NO.
ADDENDUM NO. 1
SPECIFICATION FOR
Annual On-Call Asphalt & Concrete Repairs
To: All Prospective Responders
The following additions and changes are to be made to document Specifications for Annual Landscape Grounds Maintenance Contract "B"
RESPONSE TO QUESTIONS
i.Q: Are you going to require bid bonds for this project? A: Bid Bonds are not required for this project.
Attachments: None.
''.' END OF ADDENDUM `'
Signature: vv', Date:_[9'/_0" Z
Ro�ert Koczk/
Operations lager: Construction and Maintenance
Cucamonga alley Water District
Please sign, date, and include a signed copy with your Bid.
Signature: XSur - Date: O Zs Ito 4 _ 2-S
a
•
I/We declare under penalty of perjury under the laws of the State of California,that the statements in these Bid Forms are true and correct.
•
•
C.M. Sager Construction Co., Inc.
Company
•
•
• AL144"1-
•
•
.�to
Signature
Michael Sager
Print Name
Vice President
Title
06/12/2025
Date
•
•
•
•
•
•
•
•
•
•
•
•
•
BID FORMS
•
14 •
•
3.2. BID SCHEDULE
Bid prices shall include all labor,equipment, apparatus,material,facilities transportation,insurance, taxes permits, shop drawings, overhead, profit, mobilization costs, incidentals, and any other costs necessary to furnish, deliver, install or perform work under the subject bid item in conformance with the plans, specifications, and permits complete.
BID FORMS
15
e!
F
,
Cucamonga Valley
Water District
ASPHALT REPAIR
REMOVE&REPLACE REMOVE&REPLACE BUSY STREET SECTION REQUIRING 4"THICK 6"THICK HEAVY TRAFFIC CONTROL
REMOVE&REPLACE
UP TO 6"THICK
UP to 50 SQ.FT. $900.00 $1,100.00 $1,300,00 50 SQ.FT,
UP TO $900,00 PLUS $1,100.00 PLUS $1,300.00 PLUS 100 SQ.FT. $15.00 /SQ.FT. $18.00 /SQ.FT. $20.00 /SQ.FT.
OVER 50 SQ.FT. OVER 50 SQ.FT. OVER 50 SQ.FT.
101 SQ.FT. $1,650,00 + $2,000.00 + $2,300.00 + UP TO $13,00 ISQ.FT. $16.00 /SQ.FT. $18.00 /SQ.FT. 200 SQ.FT. OVER 100 SQ.FT, OVER 100 SQ.FT. OVER 100 SQ.FT. 201 SQ.FT. $2,960,00 + $3,800.00 + $4,100.00 UP TO $12.00 /SQ.FT. $15.00 /SQ.FT. $17.00 ISQ.FT, 500 SQ.FT. OVER 200 SQ.FT. OVER 200 SQ.FT. OVER 200 SQ.FT. 501 SQ.FT.UP TO $8,550.00 + $8,100.00 + $9 200.00 -h • 1000 SQ.FT. $11.00 /SQ.FT. $14.00 /SQ.FT. $16.00 /SQ.FT.
OVER 500 SQ.FT. OVER 500 SQ.FT. OVER 500 SQ.FT.
ADDITIONAL $1.50 /SQ.FT. $1.50 /SQ.FT. $2.00 ISQ.FT.
THICKNESS
GRINDING MINIMUM REPAIR$300.00 PLUS $2.50 /SQ.FT.IN.
ASPHALT CAP, 1" MINIMUM REPAIR$ 450.00 PLUS $3.50 /SQ.FT.IN.
ASPHALT MACHINE BERM, 6" MINIMUM REPAIR$ 1,000.00 PLUS $ 18.00 /LN.FT.
CRUSHER BASE MINIMUM REPAIR$ 400.00 PLUS $ 0.70 /SQ.FT.IN.
i
•
•
Cucamonga Valley
Water District
r
. CONCRETE REPAIR
.
• r REMOVE&REPLACE BUSY STREET SECTION• REMOVE&REPLACE REMOVE&REPLACE CROSS GUTTER, REQUIRING HEAVY
SIDEWALK SECTION SIDEWALK SECTION APPROACH OR STREET TRAFFIC CONTROL 4"TI-IICK 6"THICK SECTION UP TO REMOVE&REPLACE
8"THICK UP TO 8"THICK
rrerwr.
UPTO50 SQ. $2,500.00 $2,800.00 $3,100.00 $3,600.00 I FT
• 60 SQ.FT. $2,500.00 PLUS $2,800.00 PLUS $3,100.00 PLUS $3,600.00 PLUS UP TO $ 30.00 ISQ.FT. $33,00 /SQ.FT. $36.00 /SQ.FT. $38.00 /SQ.FT. ':
100 SQ.FT, '•.
OVER 60 SQ.FT. OVER 50 SQ.FT. OVER 60 SQ.FT. OVER 6D SQ.FT. . 101 SQ.FT. $4,000.00 + $4,460.00 + $4,900 00 + $5,500.00 + I UP TO $22.00 /SQ.FT. $25.00 /SQ.FT. $28.00 ISQ.FT. $30.00 /SQ.FT. 200 SQ.FT. OVER 100 SQ.FT. OVER 100 SQ.FT. OVER 100 SQ.FT. OVER 100 SQ.FT. • •
201 SQ,FT. $0,200,00, + $6,950.00 + $7,700.00 + $8,500.00 + •
UP TO $ 17.00 /SQ.FT. $20.00 /SQ.FT. $23,00 /SQ.FT. $ 28.0o ISQ.FT, • 500 SQ.FT. OVER 200 SQ.FT. OVER 200 SQ.FT. OVER 200 SQ.FT. OVER 200 SQ.FT. •
501 SQ.FT $11,300.00 + $12,950.00 + $4 600.00 + $16,000.00 + UP TO $ 16,00 /SQ.FT, $ 18,00 /SQFT. $21.00 /SQ.FT. $ 23.00 /SQ.FT, • 1000 SQ.FT OVER 500 SQ.FT. OVER 500 SQ.FT. OVER 500 SQ.FT. OVER 500 SQ.FT, ADDITIONAL $1.50 /SQ.FT.IN. $1.50 /SQ.FT.IN. $1.50 /SQ.FT.IN. $2.00 /SQ.FT.IN.
THICKNESS
MIN.REPAIR UP TO 20 LN.FT. 21 LN.FT.TO 51 LN.FT.TO CURE& (10 LN.FT.) 50 LN.FT, 100 LN,FT. W_ GUTTER $2,800.00+ $4 300.00 + $Z,S0.0.0.4_ .+ SECTION $2,800,00 $160.00 /LN.FT. $ 100.00 /LN.PT. $ 90.00 (LN,FT.
OVER 10 LN,FT. OVER 20 LN.FT, OVER 50 LN.FT.
DOWELING $400.00 MINIMUM PLUS $22.00 /PER DOW I3L
Cucamonga Valley
•
Water District
MISCELLANEOUS PRICES
•
ARROW BOARD $ 300.00 PER DAY•
SAW CUTTING 4"DEEP $ 325.00 PLUS $ 1.30 I LN.FT. •
BUSY STREET $ 400,00 PLUS $ 1.80 1 LN.FT.
ADDITIONAL THICKNESS $ 0.40 /LN.FTIN.
OVER 4"THICK
^ f
•
VACUUM&DISPOSAL OF SAW $ 0.00 PER LOCATION PLUS $ 0.00 I LN.FT.
CUT LIQUID&SPOILS
COLD PLANER INCLUDES 4 HOURS
$
WITH 853H BOBCAT LOADER $ 1,600.00 MINIMUM 400.00 /HR. • 3500 LB.CONCRETE BREAKER INCLUDES 4 HOURS
• WITH 853H BOBCAT LOADER $ 1,600.00 MINIMUM $ 400.00 /HR.• •
•
•
•
•
(This page was intentionally left blank)
BID FORMS
16
I '
i 1
3.3. BIDDER'S GENERAL INFORMATION:
The bidder shall furnish the following information.Additional sheets shall be attached as required.
Failure to complete item Nos. 1,3,and 8 will cause the bid to be non-responsive and may cause its refection. In any event, no award will be made until all of the bidder's General Information (ie,, • items 1 through 9 inclusive) is delivered to the District. 1 Contractor's name and address:
G.M. Sager Construction Cou Inc.
1380 S. East End Ave
Pomona, CA 91766
2 Contractor's Contact Information. •
Telephone Number: (909) 620-9987 Email Address: GmsofficeCgmsager.com 3 Contractor's license: Primary classification A
State License No.: 607796
Expiration Date: 12J31/2026
Supplemental classifications held, if any:
Name of Licensee,if different from(1) above:
4 Name of person who Inspected site of proposed Work for your firm:
Name: Michael Sager Date of Inspection: 05/16/2025 5 Name, address, and telephone number of surety company and agent who will provide the required bonds on this contract:
The Ohio Casualty Insurance Company (714)450-1246
790 The City Drive South, Suite 200, Orange, CA 92868
EPIC Insurance Brokers, 115 N. El Molino Ave, Pasadena, CA 91101 (626) 795-9000
6 Attach to this bid the experience resume of the person who will be designated chief construction superintendent or on-site construction manager.
7 Attach to this bid a financial statement, references, and other information, sufficiently comprehensive to permit an appraisal of Contractor's current financial condition.
BID FORMS
17
8 Attach to this bid a list of all construction contracts completed by the Contractor during the last 10 years involving work of similar type and comparable value. The list shall include the following information as a minimum:
• Names, address and telephone number of owner.
• Name of protect.
• Location of project.
• Brief description of the work involved.
• Contract Amount.
• Date of completion of contract.
• Name, address, and telephone number of Architect or Engineer. • Name of owner's Project Engineer.
To be considered for award, the Contractor shall have completed at least three projects of similar type and complexity and comparable value. Insert some description of this work (i.e., reservoir, well, pump station, pipeline, etc.). Also use qualifiers like MGD, 54-inch, etc., to establish size.
BID FORMS
�B
3.4. LIST OF SUBCONTRACTORS;
The bidder shall list below the name and business address of each subcontractor who will perform work under this bid In excess of one-half of one percent of the Contractor's Total Bid Price, and shall also list the portion of the Work which will be done by such subcontractor. After the opening of bids,no changes or substitutions will be allowed unless the District consents thereto in accordance with Public Contract Code section 4107. The listing of more than one subcontractor for each item of work to be performed with the words "and for" will not be permitted. The bidder's attention is directed to the provisions of the Paragraph entitled "Concerning Subcontractors, Supplies, and Others,"of the General Conditions which stipulates the percent of the Work to be performed with the bidders'own forces. Any portion of work for which no subcontractor is listed shall be performed by the successful bidder Itself.
DIR Percent
Subcontractor's Name & CSLB License Registration of Iota 1 Work to be Address Number Number Contract Performed None
2 3
{
4 5
6 7
8 9
10 BID FORMS
19
(This page was intentionally left blank)
BID FORMS
20
3.5. WORKERS'COMPENSATION CERTIFICATION •
WORKERS'COMPENSATION CERTIFICATION •
•
•
•
I,the undersigned Contractor,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 commencing their performance of the work of this Agreement. •
•
•
G.M. Sager Construction Co., Inc_
Company
ArA,Iktuj SokkiLi,
Signature
Michael Sager
Print Name
Vice Presideni
Title
•
06/12/2025
Date
•
•
•
•
BID FORMS
21
(This page was intentionally left blank)
BID FORMS
22
•
•
3.6.NON-COLLUSION DECLARATION
NON-COLLUSION DECLARATION
(This declaration shall be executed by each bidder and submitted with its bid. Failure to complete the form may constitute the bidder being determined non-responsive and having its bid rejected). • The undersigned declares:
I am the authorized representative of G.M.Sager Construction Co..Ing.the party making the foregoing bid.
The bid is not made in the interest of,or on behalf of,any undisclosed person,partnership,company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid.The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding, The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead,profit,or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof,or divulged Information or data relative thereto,to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid,and has not paid,and will not pay,any person or entity for such purpose.
Any person executing this declaration on behalf of a bidder that is a corporation,partnership,joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on June 12,2025 [date], at Pomona [City], CA [state].
Signature
Michael Sager
Print Name
Vice President
Title
DID FORMS
23
•
(This page was intentionally left blank)
•
•
•
BID FORMS
24
3.7. PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION
PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION
If this bid is due on or after March 1, 2015,then pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on,be listed in a bid proposal,or enter into a contract I. to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov,Public-Works/PublicWorks.html for additional information, No bid will be accepted nor any contract entered into without proof of the contractor's and subcontractors' current registration with the Department of Industrial Relations to perform public work, Bidder hereby certifies that it is aware of the registration requirements set forth in Labor Code sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations.
Name of Bidder: G.M.Sager Construction Co.,Inc.
DIR Registration Number: /000010280
Bidder further acknowledges:
1. Bidder shall maintain a current DIR registration for the duration of the prolect.
2. Bidder shall include the requirements of Labor Code sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the prolect.
3. Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive.
Signature: 43.11..I cl..a.
Name and Title: Michael Sager,Vice President
Dated: 0012/2025
BID FORMS
25
(This page was intentionally left blank)
BID FORMS
26
3.1. BID BOND
KNOW ALL PERSONS BY THESE PRESENTS that , as Principal, and , as Surety and are held and firmly bound unto Cucamonga Valley Water District, hereinafter called the District, in the penal sum of TEN PERCENT (10%) OF THE TOTAL BID PRICE of the Principal submitted to the District for the work described below, for the payment of which sum in lawful money of the United States,well and truly to be made,we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT
•
WHEREAS the Principal has submitted its Bid for the project entitled to the District, the Bid, by reference thereto; being hereby made a part hereof.
NOW, THEREFORE, if Principal's Bid is rejected or, in the alternate, if the Bid is accepted and the Principal signs and delivers a Contract and furnishes all documents, in the form and within the time required, as required by the Contract Documents, then this obligation shall become null and void, otherwise the same shall remain in full force and effect and upon default of the Principal shall be forfeited to the District, it being expressly understood and agreed that the liability of the Surety for any and all default of the Principal shall be the amount of this obligation as herein stated,as liquidated damages.
The Surety, for value received, hereby agrees that its obligations and its bond shall not be impaired or affected by any extension of the time within which the District may accept such Bid, and the Surety hereby waives notice of any such extension.
In the event suit is brought upon this bond by the District and judgment is recovered, the Surety shall pay, in addition to the sum set forth above, all costs incurred by the District in such suit, including reasonable attorney's fees and expert witness fees, to be fixed by the court, in addition to the penal sum of the Bond.
IN WITNESS WHEREOF, the above-bound parties have executed this instrument under their several seals this day of , 20 , the name and corporate seal of each corporation.
(Corporate Seal)
Contractor / Principal
By
Title
(Attach Acknowledgment Form)
(Corporate Seal)
Surety
By
Attorney-in-Fact
(Attach Attorney-in-Fact Certificate)
Title
BID FORMS
27
(This page was intentionally left blank)
AGREEMENT
28
i
4. AGREEMENT AND RELEVANT DOCUMENTATION
4.1.AGREEMENT
AGREEMENT
THIS AGREEMENT, hereinafter referred as "Agreement" or "Contract", effective this 8 day of September, in the year 2025, made and entered into between The Cucamonga Valley Water District ("District") and G.M. Sager ("Contractor"). The District and the Contractor are sometimes referred to herein individually as a "Party" and collectively as the "Parties." WITNESSETH: That for and in consideration of the promises and agreements hereinafter made and exchanged, the District and the Contractor mutually agree as follows:
ARTICLE I: The Contractor agrees to perform and complete in a workmanlike manner, all work required in the Contract Documents entitled
Annual On-Call Asphalt & Concrete Repair
The Contract Documents include the Notice Inviting Bids and Instructions to Bidders, the Bid, this Agreement and the Faithful Performance and Payment Bonds, the Notice of Award and Notice to Proceed, the Specifications and Drawings mentioned therein, and all addenda and modifications incorporated in those documents before their execution, all of which are hereto attached, are hereby incorporated in and made part of this Agreement.
ARTICLE II: For and in consideration of the payments and agreements to be made and performed by the District, the Contractor agrees to perform and complete in a good and workmanlike manner all the work required by said Contract Documents, including furnishing at his own cost and expense all equipment,tools,materials,and other facilities and all management,superintendence,labor and services necessary, except such material, equipment and services as may be stipulated in said Contract Documents to be furnished by the District,and to do everything required by this Agreement.
At the time this Agreement is executed and at all times in the performance of the work the Contractor shall maintain a valid Class "A" General Engineering Contractor.
ARTICLE Ill: For furnishing all said labor and materials,furnishing and removing all plant,temporary works or structures, tools and equipment, and doing all the work contemplated and embraced in this Agreement; also for all loss and damage arising out of the nature of the work aforesaid, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the work until its acceptance by the District, and for all risks of every description connected with the work; also for all expenses incurred by or in consequence of the suspension or discontinuance of work, except such as in the said Contract Documents are expressly stipulated to be borne by the District; and for well and faithfully completing the work and the whole thereof, in the manner and within the time shown and described in said Contract Documents, the District will pay the Contractor and the Contractor shall receive in full compensation therefor the total contract price of Three Hundred One Thousand and Two Hundred Dollars ($301,200.00).
AGREEMENT
29
ARTICLE IV: The Total Contract Price shall be the total sum of prices shown in the Bid Schedule, as corrected pursuant to the provisions of the Contract Documents. Contractor may not assign this Agreement or payments due under this Agreement to any other party without the written consent of the District. District shall pay Contractor for completion of the Work in accordance with the Contract Documents. Contractor shall submit Applications for Payment in accordance with the General Conditions. Applications for Payment will be processed by the District as provided in the General Conditions.
ARTICLE V: The Work shall be commenced on the date stated in the Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within three hundered sixty-Five (365) calendar days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work. In accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the District the sum of $10 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work,as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the District may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not exclude recovery of other damages specified in the Contract Documents.
ARTICLE VI: Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Project.
AGREEMENT
30
IN WITNESS WHEREOF, The District and the Contractor hereto have caused this contract to be executed the day and the year first above written.
CUCAMON9A VAI:C ATER DISTRICT
�.f
nJames Reed, President
Cl(q7. 5
Date./4, 404* (Seal)
John A. Bosler, GM/CEO
4 /vcg
ate
CONTRACTOR
(Company Name)
J '
(Signature)
(Print Name and Title)
(Corporate Seal)
Date
AGREEMENT
31
(This page was intentionally left blank)
AGREEMENT
32
4.2. PERFORMANCE BOND
PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS, THAT, WHEREAS, the Cucamonga Valley Water District a California Special District, hereinafter designated as the "District," has, on September=i8 '12025, awarded to G.M. Sager,hereinafter designated as the "Principal,"the Contract for the construction of:
Annual On-Call Asphalt & Concrete Repair
WHEREAS, said Principal is required under the terms of said Contract to furnish a bond for the faithful performance of said Contract:
NOW, THEREFORE,WE,the Principal, and , as Surety, are held and firmly bound unto the District the penal sum of dollars ($ ) lawful money of the United States, said sum being not less than 100% of the contract amount,for the payment of which sum will and truly be made, we bind ourselves, our heirs, executors,administrators, and successors, and assigns jointly and severally,firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH, that if said Principal, or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and will and truly keep and faithfully perform the covenants,conditions, and agreements in the said Contract and any alterations made as therein provided, on its 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 guarantee all work required under the said Contract against faulty materials or poor workmanship during the construction period and for one year after the date of completion and acceptance of the work under said Contract; and shall indemnify and save harmless, District and its officers, agents, and employees as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and virtue. The obligations of the Surety shall continue so long as any obligation of Contractor remains, and nothing herein shall limit the District's rights in contract, law or equity, including but not limited to Section 337.15 of the California Code of Civil Procedure. Principal and Surety, in the event suit is brought on this bond, will pay reasonable attorney's fees of the District as such as shall be fixed by the court.
Whenever Contractor shall be, and Is declared by the District to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the District's option:
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder,the Surety and the District, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which
AGREEMENT
33
Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the District under the Contract and any modification thereto, less any amount previously paid by the District to the Contractor and any other set offs pursuant to the Contract Documents. (3) Permit the District to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the District under the Contract and any modification thereto, less any amount previously paid by the District to the Contractor and any other set offs pursuant to the Contract Documents.
Surety expressly agrees that the District may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.
Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the DISTRICT, when declaring the Contractor in default, notifies Surety of the District's objection to Contractor's further participation in the completion of the Project.
Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or to the work to be performed there under or the specifications accompanying the same shall, in any way, affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract or to the.work or to the specifications. Said Surety hereby waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California. [Remainder of Page Was Intentionally Left Blank.]
AGREEMENT
34
IN WITNESS WHEREOF,the above bounden parties have executed this instrument under their seals this day
of 20 , the name and corporate seal of
each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.
Principal Signature
Principal (print name)
(Corporate Seal)
Surety Signature
Surety (print name)
(Surety Seal)
Signatures of those signing for the Principal and Surety must be notarized. A copy of the Power-of- Attorney to local representatives of the bonding company must also be attached.
Surety Address for submission of claims:
AGREEMENT
35
(This page was intentionally left blank)
AGREEMENT
36
4.3. PAYMENT BOND
PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS, THAT, WHEREAS, the Cucamonga Valley Water District, a California Special District, hereinafter designated as the "District," has, on September`J8_ 2025, awarded to G.M. Sager,hereinafter designated as the "Principal,"the Contract for the construction of:
Annual On-Call Asphalt& Concrete Repair
WHEREAS, said Principal is required under the terms of said Contract to furnish a payment bond providing that if said Principal, or any of its subcontractors, shall fail to pay for any materials, provisions, equipment, or other supplies used in, upon, for, or about the performance of the work under said Contract,or for any work or labor done thereon of any kind,the Surety of this bond will pay the same to the extent hereinafter set forth:
NOW,THEREFORE,WE,the Principal, and , as Surety, are held and firmly bound unto the District the penal sum of dollars
($ ) lawful money of the United States,for the payment of which sum will and truly be made, we bind ourselves, our heirs, executors, administrators, and successors, and assigns jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH,that if said Principal,or any subcontractors,heirs, executors, administrators, successors, or assigns, shall fail to pay any person specified in California Civil Code Section 9100, or for any materials, provisions, equipment, or other supplies used in, upon, for, or about the performance of the work under said Contract, or for r any work or labor thereon of any kind or for amounts due under the Unemployment Insurance Code with respect to work or labor performed under said Contract, or for any amounts due, or to be withheld pursuant to Sections 18806 of the Revenue and Taxation Code of the State of California, or with respect to any work or labor for which a bond is required by the provisions of Sections 9550 through 9560 of the California Civil Code,and provided that the persons,companies,or corporations so furnishing said materials, provisions, or other supplies, appliances, or power use, in, upon, for, or about the performance of the work under said Contract, or any person who performs work or labor upon same, or any person who supplies both work and materials, thereto, shall have complied with the provisions of said Civil Code, then said surety will pay the same in or to an amount not exceeding the amount herein before set forth, also will pay in case suit is brought upon this bond, such reasonable attorney's fees to District as shall be fixed by the court.
This bond shall inure to the benefit of the District and any and all persons, companies, and corporations and their respective assigns entitled to file claims under applicable State law,including but not limited to,California Civil Code Section 9100,so as to give a right of action to them or their assigns in any suit brought upon this bond.
AGREEMENT
37
Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of said Contract or to the work to be performed thereunder or the specifications accompanying the same shall, in any way, affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract or to the work or to the specifications. Said Surety hereby waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.
IN WITNESS WHEREOF,the above bounden parties have executed this instrument under their seals this day of , 20 , the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.
Principal Signature
Principal (print name)
(Corporate Seal)
Surety Signature
Surety (print name)
(Surety Seal)
Signatures of those signing for the Principal and Surety must be notarized. A copy of the Power-of- Attorney to local representatives of the bonding company must also be attached.
AGREEMENT
38
if
•
GENERAL CONDITIONS
•
•
•
GENERAL CONDITIONS
39
(This page was intentionally left blank)
i
GENERAL CONDITIONS
40 •
•
1. SCOPE OF WORK; STANDARD OF CARE
Contractor promises and agrees, at its own cost and expense, to furnish to the District all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Work for the Total Contract Price indicated in the letter portion of this Agreement. Contractor shall perform all Work in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws. Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, and that such licenses and approvals shall be maintained throughout the term of its Agreement.
2. LAWS AND REGULATIONS; PROVISIONS REQUIRED BY LAW DEEMED INSERTED Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Agreement or the Work,including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If the Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the District in writing. Any necessary changes shall be made by written change order. Each and every provision or clause required by law to be inserted in this Agreement shall be deemed to be inserted, and this Agreement shall be read and enforced as though it were included. If through mistake or otherwise, any provision is not inserted or is not correctly inserted,then upon application of either party the Agreement shall be amended to make the insertion or correction. All references to statutes, rules or regulations shall include all amendments, replacements and enactments on the subject which are in effect as of the date of this Agreement, as well as any later changes which do not materially and substantially alter the rights or obligations of the parties.
3. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.
4. BOND REQUIREMENTS
4.1. PAYMENT BOND
If required by law or otherwise specifically requested by District in the Agreement, Contractor shall execute and provide to District concurrently with this Agreement a Payment Bond in an amount equal to 100% of the Total Contract Price and in a form provided or approved by the District. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the District.
4.2. PERFORMANCE BOND
If specifically requested by District in the Agreement, Contractor shall execute and provide to District concurrently with this Agreement a Performance Bond in an amount equal to 100% of the Total Contract Price and in a form provided or approved by the District. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the District.
GENERAL CONDITIONS
41
4.3. SURETY QUALIFICATIONS
Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. The surety must also be a California-admitted surety with a current A.M. Best's rating no less than A:VIII and satisfactory to the District.
5. INSURANCE
5.1. TIME FOR COMPLIANCE
Contractor shall not commence Work under the Agreement until it has provided evidence satisfactory to the District that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the District that the subcontractor has secured all insurance required under this section.
5.2. MINIMUM REQUIREMENTS
Contractor shall, at its expense, procure and maintain for the duration of the Agreement 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, Its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
5.2.1. Minimum Scope of Insurance
Coverage shall be at least as broad as the latest version of the following: (1) General Liability:
Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers' Compensation and Employers' Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance; and (4) Builders'/Ail Risk: Builders'/All Risk insurance covering for all risks of loss, including explosion, collapse, underground excavation and removal of lateral support (and including earthquakes and floods if requested by the District).
5.2.2. Minimum Limits of Insurance
Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and 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 this Agreement/location 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) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California. Employers Liability limits of $1,000,000 per accident for bodily injury or disease; and (4) Builders'/AII Risk: Completed value of the project.
5.3. INSURANCE ENDORSEMENTS
The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the District to add the following provisions to the insurance policies:
GENERAL CONDITIONS
42 •
•
5.3.1. General Liability
(1) The District, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the Work or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the District, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the District, its directors,officials,officers,employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way.
5.3.2. Automobile Liability
• (1) The District, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the District, its directors, officials, officers, employees, agents and volunteers, or if •
excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the District, its directors, officials,officers,employees,agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way.
5.3.3. Workers' Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the District, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor.
5.3.4. All Coverage
Each insurance policy required by this Agreement shall be endorsed to state that: (1) coverage shall not be suspended,voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the District; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the District, its directors, officials, officers, employees, agents and volunteers.
5.4. BUILDERS'/ALL RISK POLICY REQUIREMENTS
The builders'/all risk insurance shall provide that the District be named as loss payee. In addition, the insurer shall waive all rights of subrogation against the District.
5.5. SEPARATION OF INSUREDS; NO SPECIAL LIMITATIONS
All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the District, its directors,officials, officers, employees, agents and volunteers.
5.6. PROFESSIONAL LIABILITY INSURANCE
All architects, engineers, consultants or design professionals retained by Contractor shall also procure and maintain, for a period of five (5) years following completion of the Agreement, errors
GENERAL CONDITIONS
43
and omissions liability insurance with a limit of not less than $1,000,000 per occurrence. This insurance shall be endorsed to include contractual liability.
5.7. DEDUCTIBLES AND SELF-INSURANCE RETENTION
Any deductibles or self-insured retention must be declared to and approved by the District.
Contractor shall guarantee that, at the option of the District, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the District, its directors, officials, officers,employees, agents and volunteers;or(2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs,claims and administrative and defense expenses.
5.8.ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the District.
5.9. VERIFICATION OF COVERAGE
Contractor shall furnish District with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the District. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the District. All certificates and endorsements must be received and approved by the District before Work commences. The District reserves the right to require complete, certified copies of all required insurance policies, at any time.
5.10. SUBCONTRACTORS
All subcontractors shall meet the insurance requirements of this Section before commencing Work.
In addition, Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
6. LOSS AND DAMAGE
Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by District. However, Contractor shall be responsible for damage proximately caused by Acts of God, within the meaning of Section 4150 of the California Government Code, only to the extent of five percent (5%) of the Total Contract Price as specified herein.
7. CERTIFICATION OF LICENSE
Contractor certifies that, as of the date of execution of this Contract, Contractor has a current license of the classification indicated in the letter portion of this Agreement. The District has determined that this is the license required to adequately perform the Work.
8. EQUAL OPPORTUNITY EMPLOYMENT
Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex,age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall
GENERAL CONDITIONS
A4
include, but not be limited to, all activities related to initial employment, upgrading, demotion,transfer, recruitment or recruitment advertising, layoff or termination.
9. CONTRACTOR'S LABOR CERTIFICATION
Contractor shall comply with its obligations under Section 3700 of the California Labor Code by executing the workers' compensation certification form attached to this Agreement and incorporated herein by reference.
10.CALIFORNIA LABOR CODE REQUIREMENTS
10.1. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1770 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works contracts." Since this is a "public works contract" pursuant to the California Labor Code, if the Total Contract Price is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Copies of the prevailing rate of per diem wages for each craft, classification or type of worker needed to execute this Agreement shall be made available to interested parties upon request, and shall be posted at the Project site.
The Contractor and each subcontractor shall forfeit as a penalty to the District not more than Two Hundred Dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the stipulated prevailing wage rate for any work done by him,or by any subcontract under him, in violation of the provisions of the Labor Code. The difference between such stipulated prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the stipulated prevailing wage rate shall be paid to each worker by the Contractor.
10.2. APPRENTICEABLE CRAFTS
The Contractor's attention is directed to the provisions of sections 1777.5, 1777.6, and 1777.7 of the Labor Code concerning employment of apprentices by the Contractor or any subcontractor.
When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor.
10.3. PAYROLL RECORDS
In accordance with the requirements of California Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Contractor shall certify under penalty of perjury that records maintained and submitted by Contractor are true and accurate.Contractor shall also require subcontractor(s)to maintain and certify payroll records under penalty of perjury. The payroll records described herein shall be submitted by the Contractor at a time designated by the District. Responsibility for compliance with California Labor Code Section 1776 shall rest solely with the Contractor.
In accordance with Labor Code section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the Department of Industrial Relations ("DIR") on a weekly basis and in the format prescribed by the DIR, which may include electronic submission. Contractor
GENERAL CONDITIONS
45
shall comply with all requirements and regulations from the DIR relating to labor compliance monitoring and enforcement.
In the event of noncompliance with the requirements of this section, the Contractor shall have ten (10) days in which to comply subsequent to receipt of written notice specifying any item or actions necessary to ensure compliance with this section. Should noncompliance still be evident after such ten (10) day period, the Contractor shall, as a penalty to the District, forfeit One Hundred Dollars ($1 00) for each day,or portion thereof,for each worker until strict compliance is effectuated. Upon the request of the DIR, such penalties shall be withheld from Contract payments.
10.4. HOURS OF WORK
Contractor is advised that eight (8) hours labor constitutes a legal day's work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one half (1 1/2) times the basic rate for that worker. 1 1.SAFETY
Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall Include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures.
Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.
12.HAZARDOUS WASTE AND DIFFERING SITE CONDITIONS
As required by California Public Contract Code Section 7104, if this Agreement involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify District of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by District; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered In such contract work. Upon notification,District shall promptly investigate the conditions to determine whether a change order is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Agreement, but shall retain all rights provided by the Agreement or by law for making protests and resolving the dispute.
13.TRENCHING WORK
GENERAL CONDITIONS
46
If the Total Contract Price exceeds $25,000 and if the Work governed by this Agreement entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for District's review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.
14.UNDERGROUND UTILITY FACILITIES
To the extent required by Section 4215 of the California Government Code, District shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of District to provide for removal or relocation of such utility facilities.
15.DISTRICT'S REPRESENTATIVE
The District designates the person indicated in the letter portion of this Agreement, or his or her designee, to act as its representative for the performance of this Contract ("District's Representative").
District's Representative shall have the power to act on behalf of the District for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the District's Representative or his or her designee.
16.CONTRACTOR'S REPRESENTATIVE
Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the District ("Contractor's Representative"). Following approval by the District, the Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Contract. The Contractor's Representative shall supervise and direct the Work using his best skill and attention. Contractor's Representative shall devote full time to the Project,and either he or his designee, who shall be acceptable to the District, shall be present at the Work site at all times that Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site.
Arrangements for responsible supervision, acceptable to the District, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor's Representative, Contractor shall provide the information specified above and obtain the District's written approval.
17.CONTROL AND PAYMENT OF SUBORDINATES; CONTRACTUAL RELATIONSHIP District retains Contractor on an independent contractor basis and Contractor is not an employee of District. Any additional personnel performing the work governed by this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance.
18.ENTIRE CONTRACT; MODIFICATION
GENERAL CONDITIONS
47
This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties.
19.COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall constitute an original.
20.TIME OF ESSENCE
Time is of the essence in the performance of this Contract.
21.PERIOD OF PERFORMANCE AND LIQUIDATED DAMAGES
Contractor shall perform and complete all Work under this Agreement within the time indicated in the Agreement, which time shall begin on the effective date of the Notice to Proceed ("Contract Time").
Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the District. Such schedules or milestones may be included as part of the letter portion of this Agreement or may be provided separately in writing to the Contractor. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the District will suffer damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the District as fixed and liquidated damages the sum indicated in the letter portion of this Agreement for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Agreement.
22.COMPLETION OF WORK
When the Contractor determines that it has completed the Work required herein, Contractor shall so notify District in writing and shall furnish all labor and material releases required by.this Contract.
District shall thereupon inspect the Work. If the Work is not acceptable to the District, the District shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a re-inspection by the District. Once the Work is acceptable to District, District shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which District may be authorized or directed by law to retain. Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.
23.COMPENSATION
23.1. TOTAL CONTRACT PRICE
Compensation for the Work shall be based on the actual amount of time spent in adequately performing the Work. However, unless expressly agreed in writing in advance by the District, the cost to the District for the Work shall not exceed the Total Contract Price indicated in the Agreement.
23.2. CHANGE ORDERS
Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid GENERAL. CONDITIONS
48
for or accepted unless such change, addition or deletion is approved in advance and in writing by a valid change order executed by the District and supported by appropriate written documentation from Contractor. Contractor is required to furnish a detailed schedule of values and in such detail and form that shows the quantities, unit prices and all other expenses involved. Markup for overhead and profit shall be fifteen percent (15%) for labor, materials, equipment, and subcontractors. No other markup shall be allowed.
The District may also elect to, at its discretion and typically associated with more urgent work, issue a Work Change Directive.A Work Change Directive-is a written statement to the Contractor issued on or after the Effective Date of the Agreement and signed by Owner ordering an addition, deletion or revision in the Work or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times.
A Field Order is a written order issued by Engineer which requires minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times.
23.3. PAYMENT OF COMPENSATION
If the Work is scheduled for completion in thirty (30) or less calendar days, District will arrange for payment of the Total Contract Price upon completion and approval of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, District will pay Contractor on a monthly basis as provided for herein. On or before the fifth (5th) day of each month, Contractor shall submit to the District an itemized application for payment which shall include all information required by the District and which shall be in a format approved by the District. In addition to any other information required by the District, such applications shall indicate the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by the Agreement and such other documentation as the District may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the District and in such detail and form as the District shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments. District shall review and pay all approved progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. No progress payments will be made for Work not completed in accordance with this Agreement.
23.4. CONTRACT RETENTION
If the Total Contract Price is more than $5,000,the District will deduct and retain five percent (5%) from each approved progress estimate. No retention shall be released or paid to Contractor less than thirty-five (35) days following the filing of a notice of completion for the Work, and all retention shall be released and paid pursuant to California Public Contract Code Section 7107.
23.5. OTHER RETENTION
In addition to Contract retention, the District may deduct from each progress payment an amount necessary to protect District from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the District in performing any of Contractor's obligations under the Agreement which Contractor has failed to perform or has
GENERAL CONDITIONS
49
performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Agreement; (8) failure of the Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Agreement or by District during the prosecution of the Work; (9) erroneous or false estimates by the Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages, as determined by the District, incurred by the District for which Contractor is liable under the Agreement; and (1 1) any other sums which the District is entitled to recover from Contractor under the terms of the Agreement or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the District to deduct any of these sums from a progress payment shall not constitute a waiver of the District's right to such sums.
23.6. SUBSTITUTIONS FOR CONTRACT RETENTION
In accordance with California Public Contract Code Section 22300, the District will permit the substitution of securities for any monies withheld by the District to ensure performance under the Contract.
24.CLAIMS OF $375,000 OR LESS
Notwithstanding any other provision herein, claims of $375,000 or less shall be resolved pursuant to the alternative dispute resolution procedures set forth in California Public Contract Code §§ 20104, et seq., which provisions are incorporated herein by reference.
25.LABOR AND MATERIAL RELEASES
As an express condition of final payment, Contractor shall furnish District with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Agreement prior to final payment by District.
26.TITLE TO WORK
As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the District at the time of payment. To the extent that title has not previously been vested in the District by reason of payments, full title shall pass to the District at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the Items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the District,nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items.
27.WARRANTY
Contractor warrants ail Work performed under the Agreement to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one (1) year after the date of final acceptance (or the period of time specified in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later),Contractor shall within ten (10) days after being notified in writing by the District of any defect in the Work or non-conformance of the Work to the Contract,commence and prosecute with
GENERAL CONDITIONS
50
I " clue diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense.
Contractor shall act sooner as requested by the District in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the District may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the District, regardless of whether or not such warranties and guarantees have been transferred or assigned to the District by separate agreement, and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the District. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the District, the District shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the District for any expenses incurred hereunder upon demand.
28.ANTI-TRUST CLAIMS
This provision shall be operative if this Agreement is applicable to California Public Contract Code Section 7103.5. In entering into this Agreement to supply goods, services or materials, the Contractor hereby offers and agrees to assign to the District all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the District tender final payment to the Contractor, without further acknowledgment by the Parties.
29.PROHIBITED INTERESTS
29.1. SOLICITATION
Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract.
Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, District shall have the right to terminate this Agreement without liability.
29.2. CONFLICT OF INTEREST
For the term of this Contract, no member, officer or employee of District, during the term of his or her service with District, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom.
GENERAL CONDITIONS
51
30.FRAUD PREVENTION POLICY
The District is committed to preventing, identifying and addressing all acts of fraud. If you know or suspect any fraudulent acts committed by any parties,the District has available a confidential reporting tool — The Connection. Tips can be reported by calling (800)-461-9330 or by visiting the website:
httos://bit.ly/2 R 2mODZ.
31.SUCCESSORS
The Parties do, for themselves, their heirs, executors, administrators, successors and assigns, agree to the full performance of all of the provisions contained in this Contract.
32.ASSIGNMENT FORBIDDEN
Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of District. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, District may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee.
33.TERMINATION
The District may terminate this Agreement at any time with or without cause. If the District finds it necessary to terminate this Agreement without cause before the Work is complete, Contractor shall be entitled to be paid in full for Work adequately completed prior to the notification of termination.
Contractor may terminate this Agreement only if the District commits a substantial violation of any provision of this Agreement. The Contract shall be terminated thirty (30) calendar days following written notice from the Contractor to District, unless District cures such breach to the satisfaction of the Contractor before the expiration of such time.
34.INDEMNIFICATION
Contractor shall defend, indemnify and hold the District, its officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, expenses, liabilities, losses, damages and injuries to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts,omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Work or this Agreement, including, without limitation, the payment of all consequential damages, attorney's fees and other related costs and expenses.
35.ATTORNEYS' FEES
If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Contract, the prevailing Party in such action shall be entitled to have and recover from the losing Party reasonable attorneys' fees and all other costs of such action.
END OF GENERAL CONDITIONS
GENERAL CONDITIONS
52
•
•
•
GENERAL CONDITIONS
53
(This page was intentionally left blank)
GENERAL CONDITIONS
54
•
ATTACHMENTS
•
ATTACHMENTS
55 •
• Page 236 of 382
(This page was intentionally left blank)
ATTACHMENTS
56
•
•
•
•
•
TECHNICAL SPECIFICATIONS
•
•
•
•
•
•
•
•
•
•
•
TECHNICAL SPECIFICATIONS
57
(This page was intentionally left blank)
TECHNICAL SPECIFICATIONS
58
4c °v °p`q� CITFUP LAND
�" - -
.�, �` "The City of Gracious Living"
c�lrFOR�i�
DATE: October 12,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN R.ARRULA,ASSISTANT CITY MANAGER
JESSICA GORDON,DEPUTY PUBLIC WORKS DIRECTOR-OPERATIONS
BOB CRITCHFIELD,ENGINEERING MANAGER
SUBJECT: CONSIDER APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT FOR CITYWIDE
ASPHALT PAVEMENT SCANNING AND MANAGEMENT PROGRAM REPORT RECOMMENDED ACTION:
It is recommended that the City Council award a professional services agreement with Transmap for asphalt pavement condition data collection and pavement management program update in the amount of$97,863.73; and approve a contingency amount of$5,136.27, for a total amount of$103,000; and authorize the City Manager to execute the agreement.
GOAL STATEMENT
The proposed action supports the City's goal of maintaining and improving the City's public roadway, alley, and parking lot facilities.
BACKGROUND
Upland's street infrastructure is critical to the operation of the city. Residents,businesses,visitors,and public safety services depend heavily on Upland's roadways for the delivery of services that would be compromised without a dependable street network;however,that network requires regular preventative maintenance and repair to continue to serve the community.
The City maintains approximately 192 miles of public streets,37 miles of alleys,and 25 public parking lots -making the pavement network one of the City's largest and most valuable assets.Over time,traffic,weather,water,and normal aging cause pavement to deteriorate. Through the City's Pavement Management Program (PMP), Public Works proactively evaluates pavement conditions and identifies maintenance and rehabilitation needs,including slurry seals, overlays,and reconstruction,to help extend the life of our streets and protect this critical infrastructure.
On June 26,2023,City Council authorized a professional services agreement with Transmap to scan all of the City's roadways, alleyways, and public parking lots; and provide an updated PMP. Prior to 2023,the City last updated the PMP in 2009. The asphalt scanning took place in late 2023, with the final PMP adopted by the City Council on October 28,2024.
ISSUES AND ANALYSIS
Regularly updating the City's PMP is important for tracking pavement conditions and planning for future maintenance and funding needs. Scanning the City's asphalt surfaces every three to five years provides current data on how streets are deteriorating,allowing staff to more accurately identify priorities and project future costs.
Contracting with Transmap provides consistency by using the same equipment and methodology as previous assessments,allowing for a more accurate comparison of pavement conditions over time.Because the City's pavement network is already established within Transmap's system,continuing with the same provider also creates efficiencies and reduces costs associated with establishing a new system.
ENVIRONMENTAL DETERMINATION
The scope of work for this professional services agreement consists of performing a condition assessment and software data implementation. The environmental determination for this work effort is Categorically Exempt from the California Environmental Quality Act(CEQA)pursuant to Section 15306("Information Collection"). Section 15306
consists of basic data collection,research,experimental management,and resource evaluation activities which do not result in a serious or major disturbance to environmental resources.
FISCAL IMPACT
The total fiscal impact of this action is$103,000. There is available funding in the Gas Tax Pavement Management Capital Improvement Project Account No.2047003-5540-70029.
ALTERNATIVES
Provide alternative direction to staff.
CEQA:Not a Project.
CITY OF UPLAND
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of October 12, 2026 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and Transmap, an Ohio Corporation, with its principal place of business at 5030 Transamerica Drive, Columbus, Ohio, 43228 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
Pavement Survey and Pavement Management Program
(hereinafter referred to as "the Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A."
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $97,863.73 (Ninety Seven Thousand Eight Hundred Sixty-Three Dollars and Seventy-Three Cents). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within thirty (30) days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.
c. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). Any additional work in excess of this amount shall be approved by the City Council.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
5. Time of Performance.
Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed").
Consultant shall complete the services required hereunder within 120 Calendar Days. The Notice to Proceed shall set forth the date of commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
8. Standard of Care.
Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant.
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor.
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
a. PERS Eligibility Indemnification
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 the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS 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.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of
that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must"pay on behalf of'the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent)
signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VIII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of"design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is one thousand dollars ($1,000) or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
15. Reserved.
16. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.
17. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10)calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty(30)calendar days'written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18. Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, drawings and specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
19. Organization
Consultant shall assign Craig Schorlinq as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
20. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described above.
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:
CITY: CONSULTANT:
City of Upland Transmap
460 N. Euclid Avenue 5030 Transamerica Drive
Upland, CA 91786 Columbus, Ohio 43228
Attn: Michael Blay, City Manager Attn: Craig Schorling, Vice President and shall be effective upon receipt thereof.
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
23. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.
25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City's Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN
CITY OF UPLAND
AND
TRANSMAP
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF UPLAND TRANSMAP
By: By:
Michael Blay
City Manager Its:
Printed Name:
ATTESTED BY:
By:
Keri Johnson, CMC Its:
City Clerk
Printed Name:
(Two signatures required for corporations pursuant to California Corporations Code Section 313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.)
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
EXHIBIT A
Scope of Services
Transmap Corporation September 25,2026
City of Upland,CA
2026 Pavement Management Quote(Valid for 30 days)
Pavement Evaluation
Task I Description 1 Comments Units Price Total Transmap will utilize our Crack Map 3D
technology(LCMS)for pavement
1.1 *Field Data Collection(units=miles) collection-100%coverage-all lanes-360- 192 $117.75 $22,608.00 degree image view of all roadways(ROW)
with our panoramic Ultra HD solution
Transmap will utilize our Crack Map 3D
technology(LCMS)for pavement
1 2 *Field Data Collection(Alleys)-(units= collection-100%coverage-360-degree 39 $149.99 $5,849.61 centerline miles) image view of all roadways(ROW)with our panoramic Ultra HD solution-Driven
one direction
Transmap will process all the data
collected in the field.Delivery of Crack
Advanced Inspections-100%Analysis of Map Orthophotography(MrSID of cracks
1.3 All Through Lanes(units=lump sum) on an image),Crack Intelligence data 1 $6,450.00 $6,450.00 (Rankings of all the cracks,hot spot
analysis),Image delivery,Ride Quality
failed locations
Transmap will use the Agency's centerline
1.4 Network Setup(units=hours) and create the necessary fields,ID's and 4 $113.00 $452.00 formatting
1.5 *ASTM D6433 Network Level ASTM D6433 distress standards 2,653 $7.04 $18,677.12 Formatting-(units=—sections)
Formatting distress data and centerline
1.6 PCI Load(units=lump sum) file for mass load to produce official PCI 1 $2,723.00 $2,723.00 results
Transmap did True Area in 2023-We will
1.7 True Area Calculation-(units=hours) use this data-Any additional work will be 0 $113.00 $0.00 billed hourly
Transmap will link all PCI data to the
Agency's centerline file-Standard delivery
1.8 GIS Integration-(units=hours) 12 $113.00 $1,356.00 of PCI section report(PCI values per road
segment),PCI shapefile and maps
Project management includes staff
1.9 Project Management/Meetings(units allocation,phone calls,overall project 59 $116.00 $6,844.00 =hours) coordination and updates-On site
meetings
Total $64,959.73
Reporting
Task Description
Creating super segments based on only
2.1 Additional GIS Work-(units=hours) having intersections with major roads- 48 $113.00 $5,424.00 This is for Alleys and Roads
Transmap will meet with the agency to
review maintenance/rehabilitation
activities,analysis procedures,and collect
Pavement Management Practice any existing information on roadways
2.2 Definition"Boot Camp"(price is lump (ADT data,construct dates,maintenance 1 $3,850.00 $3,850.00 sum) dates,etc.)-Current budget review and
recommendations on treatments-This
process will setup the reporting template
Transmap will use PAVER to produce a
performance model,reporting runs
2.3 Reporting(units=hours) include(do nothing,fix all,maintain 54 $137.00 $7,398.00 network,achieve target PCI,current
budget,(one 5-year work plan scenario
included)
Total $16,672.00
*Transmap Corporation will bill all actual/collected units
Transmap Corporation September 25,2026
City of Upland,CA
2026 Parking Lot Quote(Valid for 30 days)
Parking Lot Pavement Evaluation
Task Description Comments Units Price Total Transmap will utilize our Crack Map 3D
*Parking Lot Collection(units=day technology(LCMS)for pavement
4.1 rate)Anticipated days needed for the collection-100%coverage-360-degree 1.5 $5,950.00 $8,925.00 25 parking lots in the agency file image with our panoramic Ultra HD solution
Transmap will process all the data
collected in the field.Delivery of Crack
4 2 Advanced Inspections-(units=lump Map Orthophotography(MrSID of cracks 1 $1,996.00 $1,996.00 sum) on an image),Crack Intelligence data
(Rankings of all the cracks,hot spot
analysis)
Transmap will use the Agency's centerline
4.3 Network Setup(units=hours) and create the necessary fields,ID's and 6 $113.00 $678.00 formatting
4 4 *ASTM D6433 Network Level ASTM D6433 distress standards -Per 25 $7.04 $176.00 Formatting-(units=Parking lots) polygon
Formatting distress data and centerline
4.5 PCI Load(units=lump sum) file for mass load to produce official PCI 1 $1,361.00 $1,361.00 results
Transmap will link all PCI data to the
Agency's parking lot file-Standard
4.6 GIS Integration- (units=hours) delivery of PCI section report(PCI values 12 $113.00 $1,356.00 per parking lot),PCI shapefile and maps
Project management includes staff
4 7 Project Management/Meetings (units allocation,phone calls,overall project 15 $116.00 $1,740.00 =hours) coordination and updates-On site
meetings
Total $16,232.00
*Rate based on 25 parking lots
*Transmap Corporation will bill all actual/collected units
EXHIBIT B
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract.
1 1 �,
CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits City Officers from participating in any action concerning a license, permit,other entitlement for use,franchise, or contract(collectively"license, permit,or contract") if they receive political contribution(s)from a party, or its agent(s), totaling more than $500 within the twelve (12) months before the proceeding, while a proceeding is pending, and for twelve (12) months following the date of a final decision in a proceeding.
The Levine Act also requires a member of the Upland City Council who has received such a contribution to disclose the contribution on the record of the proceeding and recuse themselves before the proceeding unless the violation has been properly cured.
Current Upland City Council Members are listed at:
https://www.uplandca.gov/city-council-treasurer
Parties and their Agents are responsible for accessing the link to review the names and disclosing their applicable contributions to City Officers on the record of a proceeding.
As a party to a proceeding,you are also required to provide information below about contributions made by you, your agents on behalf of you or your organization, your organization subject to the proceeding with the City, and any organization you direct or control pursuant to the aggregation rules at FPPC Reg. § 18438.5, except for uncompensated officers of a nonprofit organization. This form is to be submitted to the City of Upland and is a public record. If you have any questions about this form, please contact your City representative for assistance.
1. Have you or your company,or any agent/board member on behalf of you or your company/entity, made any political contributions of more than $500 to any Upland City Council Member in the 12 months preceding the date of the submission of your proposal or application,or the anticipated date of any Council action?
YES If yes, please identify the Council Member(s): _ ZNO
2. Do you or your company/entity, or any agency on behalf of you or your company/entity, anticipate or plan to make any political contribution of more than $500 to any Upland City Council Member in the 12 months following any Council action related to your proposal or application? YES If yes, please identify the Council Member(s):
NO
Answering yes to either of the two questions above does not preclude the Upland City Council from awarding a contract or approving an application or any subsequent action. It does, however, preclude the identified Council Member(s)from participating in any actions related to your proposal or application. 9/3/2026
Date Signature of authorized individual
Transmap/Howard Luxhoj
Company/Applicant Name
(Levine Act definitions on reverse side)
���OE UPLq$
/ CITY OF UPLAND
BUDGET AMENDMENT
44 2-F0,0t
Date: 10/12/2026 Fiscal Year: FY26-27
Requested by: Charles Kwon Amount: $ -
Dept/Div: Finance Description: PW CIP CW Asphalt Pavement Scanning &Management Program Report
EXPENDITURES
Proposed
Account Number Dept/Account Description Adopted Budget Current Budget Amendment Amended Budget 2047003-5540-70029 Gas Tax/ Pavement Mgmt - - 103,000.00 103,000.00 2047500-5541 Gas Tax/CIP Fund Pool 1,964,610.00 1,767,660.00 (103,000.00) 1,664,660.00 Total 1,964,610.00 1,767,660.00 - 1,767,660.00
REVENUES
Proposed
Account Number Account Description Adopted Budget Current Budget Amendment Amended Budget Total - - -
Fiscal Impact -
REASON/JUSTIFICATION (Please be specific)
❑ Appropriations per City Council approval
❑ Reallocation of maintenance&operations to cover actual expense/encumbrances ❑ Estimated revenue adjustment for donations/other sources of revenue ❑ Appropriation line item adjustment to match funds received by grant, donations of other sources (deposit) ❑ Emergency purpose:
Description of Expense:
El Other- Explain:
PROFESSIONAL SERVICES AGREEMENT FOR CITYWIDE ASPHALT PAVEMENT SCANNING AND MANAGEMENT PROGRAM REPORT This request is directly related to:
❑ Purchase Requisition No. Vendor:
El Council Meeting action: 10/12/2026 (Attach copy of minutes) Increase Purchase Order# OR Requisition #
APPROVALS
Dept Head Approval: Date:
Deputy Director of Finance: Date:
Funds Available? ❑Yes ❑No
o Approved ❑ Denied
City Manager*: Date:
*Not required if approved by City Council
Comment:
Finance Division Only:
BA#: 04276023 Help Ticket#: N/A
Journal #: 10 Initial/Date:
Revised:7/2026 Page 259/5103,829 PM
4c,°v °p`qt CITFUP LAND
o "The City of Gracious Living"
- -
DATE: October 12,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN R.ARRULA,ASSISTANT CITY MANAGER/PUBLIC WORKS DIRECTOR;
RICHARD GONZALES,DEPUTY DIRECTOR OF PUBLIC WORKS-UTILITIES
NICOLE DEMOET,ENVIRONMENTAL COMPLIANCE PROGRAMS MANAGER SUBJECT: CONSIDER APPROVAL OF THE NATIONAL POLLUTANT DISCHARGE ELIMINATION
SYSTEM STORMWATER PERMIT IMPLEMENTATION AGREEMENT WITH SAN
BERNARDINO COUNTY
RECOMMENDED ACTION:
It is recommended that the City Council approve the National Pollutant Discharge Elimination System Stormwater Permit Implementation Agreement, Santa Ana Region between the City of Upland and the San Bernardino County Flood Control District,together with the other participating County and municipal permittees and authorize the City Manager to sign the agreement.
GOAL STATEMENT
The proposed action supports the City's goal of maintain regulatory compliance through the City's participation in the area-wide San Bernardino County Stormwater Management Program and support of the coordinated implementation of the National Pollutant Discharge Elimination System(NPDES)Municipal Separate Storm Sewer System(MS4)Permit requirements in the Santa Ana Region as established in Order R8-2026-0034 adopted September 11,2026),while establishing the responsibilities,governance structure,and cost-sharing framework applicable to the participating permittees.
BACKGROUND
The NPDES Stormwater Permit Implementation Agreement (Agreement), Santa Ana Region establishes the responsibilities of San Bernardino County, the San Bernardino County Flood Control District (District), and the participating cities with respect to compliance with NPDES stormwater regulations administered by the California Regional Water Quality Control Board, Santa Ana Region. The Agreement identifies the District as the Principal Permittee and the County and participating cities,including Upland,as Co-permittees.
The Agreement provides a framework for the participating agencies to jointly implement an area-wide Stormwater Management Program. It establishes a Management Committee to coordinate compliance with MS4 Permit requirements (most recently updated and adopted by the Santa Ana Regional Water Quality Control Board on September 11, 2026), develop program policies and implementation strategies, review budgets, and recommend implementation actions to the District. Each Permittee designates an authorized representative and alternate to participate in the Management Committee.
As Principal Permittee, the District serves as the Stormwater Program Administrator and is responsible for coordinating area-wide MS4 Permit activities, including monitoring, implementation of management programs, preparation and submission of unified reports and plans,coordination with the Regional Water Quality Control Board, and other area-wide program activities.The Agreement also provides that the District will act as the contracting party for Stormwater Management Program contracts and agreements as recommended by the Management Committee.
The Agreement separately establishes responsibilities for the Co-permittees. Each Co-permittee is responsible for providing information necessary for permit reporting, participating in the Management Committee and its subcommittees,reviewing and commenting on program plans and strategies,and conducting or coordinating surveys and other activities necessary to identify pollutant sources. Importantly, each Permittee remains individually responsible for implementing MS4 Permit requirements within its own jurisdiction.
ISSUES AND ANALYSIS
The proposed Agreement provides the organizational and financial framework for continued area-wide implementation of the MS4 Permit. Approval will allow the City to continue participating with the District,County, and other municipal Co-permittees in coordinated stormwater management activities while retaining the City's individual responsibility for compliance within its jurisdiction.
Management Committee
The Agreement requires the Permittees to support and facilitate compliance through a Management Committee. The District serves as chair, and the committee meets at the frequency required by the MS4 Permit or, at minimum, quarterly. The committee may establish subcommittees to develop recommendations and support implementation of the area-wide program.
Program Administration
The District retains final authority regarding implementation of Management Committee recommendations. Where the District proposes an alternative implementation action that increases program costs, the Agreement provides a process for communicating the alternative to the Management Committee and allows each governing body an opportunity to consider the proposed increased cost before implementation.
Cost Sharing
The Agreement provides that the District contributes five percent of annual Program Costs and the remaining 95%is allocated among the other Permittees. Program Costs are organized into four categories: Monitoring; Public Education;Program Management and Regulatory Activities;and Training.The annual budget is prepared for the July 1 through June 30 fiscal year and is reviewed by the Co-permittees through the Management Committee process.
Upland's cost share for Fiscal Year 2025/26 is identified in the Agreement as 4.14%. Beginning with Fiscal Year 2026/27,and in subsequent fiscal years,the annual cost share will be determined using the methodology in Appendix A.That methodology considers an equal/base allocation,relative population,and relative land area,with the weighting of those factors varying by program cost area.
The Agreement requires the District to invoice each City for its annual deposit following the start of the fiscal year, with payment due within 60 days. If actual program costs exceed the deposits, the District may invoice the participating agencies for their prorated share of the deficit.Conversely,excess deposits are carried forward to reduce future billings, subject to the Agreement's fiscal-year accounting provisions.
Individual Compliance Responsibility
Approval of the Agreement does not transfer Upland's jurisdictional MS4 compliance responsibilities to the District or Management Committee. The Agreement expressly provides that the District, County, and Cities are individually responsible for implementing MS4 Permit requirements within their respective jurisdictions.
Term and Withdrawal
The Agreement becomes effective upon approval by all parties and remains in effect until a new implementation agreement is approved that supersedes it. A Permittee may withdraw at the end of a fiscal year by providing written notice to the District one year in advance, subject to the financial and other provisions of the Agreement.
The Agreement also establishes that a Permittee found to be in non-compliance with MS4 Permit requirements within its jurisdiction is solely responsible for penalties attributable to that jurisdictional non-compliance, while penalties applicable to all Permittees are allocated according to the Appendix A formula.
ENVIRONMENTAL DETERMINATION
Approval of the Agreement is an administrative action establishing a cooperative framework for implementation of existing NPDES/MS4 stormwater permit responsibilities,including program administration,coordination,reporting, monitoring,training, and cost sharing. The action does not approve construction or a physical development project and does not itself result in a change to the physical environment.Accordingly,the Agreement is not a project subject to the California Environmental Quality Act(CEQA).
FISCAL IMPACTS
The proposed Agreement does not establish a fixed dollar amount for Upland's future annual contribution. Actual annual costs will depend on the approved area-wide Stormwater Management Program budget and Upland's
calculated percentage share.The Agreement also provides for additional prorated billings if program costs exceed the annual deposits and for credits of excess deposits against subsequent-year billings.
As reference,the City paid$36,393 for Fiscal Year 2025-26. There is $87,808 available in the Water Utility Storm Water Management Permits Account No. 6406211-5219 for Fiscal Year 2026-27.
As a broader indication of the potential financial magnitude of implementing the new MS4 Permit,the 2026 Beacon Economics study estimates Upland's direct costs to implement the permit at approximately$382.5 million under the lower-end scenario and$389.4 million under the higher-end scenario over a 20-year period.These estimates represent Upland's individual share of the estimated capital and operations and maintenance costs associated with permit implementation and are separate from,and not included in,the annual area-wide Program Costs allocated through this Agreement. Accordingly, the Beacon Economics estimate should not be viewed as representing Upland's total potential financial obligation under the new MS4 Permit.In addition to those direct implementation costs,Upland will also be responsible for its applicable share of the area-wide Program Costs established by this Agreement, including shared Monitoring,Public Education,Program Management and Regulatory Activities,and Training.
ALTERNATIVES
Provide alternative direction to staff.
CEQA:Not a Project.
1 NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
2 STORMWATER PERMIT IMPLEMENTATION AGREEMENT
3 SANTA ANA REGION
4 5
6 This AGREEMENT entered into as of this October 12, 2026 by San Bernardino County, (herein 7 called the COUNTY), the San Bernardino County Flood Control District (herein called the 8 DISTRICT), and the Cities of Big Bear Lake, Chino, Chino Hills, Colton, Fontana, Grand 9 Terrace, Highland, Loma Linda, Montclair, Ontario, Rancho Cucamonga, Redlands, Rialto, San 10 Bernardino, Upland, and Yucaipa (herein called the CITIES) establishes the responsibilities of 11 each party with respect to compliance with National Pollutant Discharge Elimination System 12 (NPDES) Stormwater regulations administered by the California Regional Water Quality Control 13 Board, Santa Ana Region (SARWQCB) by the authority granted by the federal Clean Water Act 14 (CWA) and its 1987 amendments and the Water Quality Act(WQA). 15 16 RECITALS
17 18 WHEREAS, Congress in 1987 amended Section 402 of the Federal Clean Water Act (33 19 U.S.C.A. 1342 (p)) to require the federal Environmental Protection Agency (EPA) to promulgate 20 regulations for applications for permits for stormwater discharges; and 21 22 WHEREAS, these permit regulations require the control of pollutants from stormwater 23 discharges by requiring a National Pollutant Discharge Elimination System (NPDES) Permit for 24 the discharge of stormwaters into waters of the United States; and 25 26 WHEREAS, these EPA regulations require NPDES permits for discharges from municipal 27 separate storm sewer systems (MS4 Permit) on a system-wide or jurisdiction-wide basis; and 28 29 WHEREAS, the State Legislature, in enacting the San Bernardino County Flood Control Act, 30 created the San Bernardino County Flood Control District to provide for the control of flood and 31 storm waters; and
32 33 WHEREAS, the Powers granted to the DISTRICT by the San Bernardino County Flood 34 Control Act include carrying on technical and other investigations, examinations, or tests of all 35 kinds, making measurements, collecting data, and making analyses, studies, and inspections 36 pertaining to water supply, control of floods, use of water, water quality, nuisance, pollution, 37 waste, and contamination of water both within and without the DISTRICT; and 38 39 WHEREAS, the CITIES, the COUNTY, and the DISTRICT desire to develop and implement 40 an integrated stormwater discharge management program with the objective of improving water 41 quality in the Santa Ana Watershed portion of San Bernardino County; and 42 43 WHEREAS, the California State Water Resources Control Board (SWRCB) as designee of the 44 EPA has delegated authority to the Regional Water Quality Control Board — Santa Ana Region 45 (SARWQCB) for administration of the MS4 Permit program and issuance of MS4 Permits 46 within the boundaries of their Region; and
1
47 48 WHEREAS, the DISTRICT, COUNTY, and CITIES have been designated as joint permittees 49 (Permittees)by the SARWQCB for the MS4 Permit issued to the County of San Bernardino; and 50 51 WHEREAS, the DISTRICT has been designated as the Principal Permittee in the MS4 Permit; 52 and
53 54 WHEREAS, the COUNTY and the CITIES have been designated as the Co-permittees in the 55 MS4 Permit; and
56 57 WHEREAS, cooperation between the CITIES, the COUNTY, and the DISTRICT to jointly file 58 an application for the MS4 Permit is in the best interest of the CITIES, the COUNTY, and the 59 DISTRICT; and
60 61 WHEREAS, the Permittees shall establish and maintain a Management Committee to 62 coordinate compliance with MS4 Permit requirements and implement a Stormwater Management 63 Program across all jurisdictions covered by this MS4 Permit; and 64 65 NOW THEREFORE, the parties hereto do mutually agree as follows:
66 67 I. Filing Status. The COUNTY, DISTRICT, and CITIES will jointly file (unless directed to 68 proceed separately by the SARWQCB) the application for an area-wide storm water 69 permit. The COUNTY, the DISTRICT, and each individual CITY will be a Permittee. 70 71 II. Management Committee. The DISTRICT, as Principal Permittee, and COUNTY and 72 CITIES, as Co-permittees, shall support and facilitate compliance with area-wide MS4 73 Permit requirements and implementation of the Stormwater Management Program 74 through the workings of the Management Committee. The responsibilities and structure 75 of this committee shall include:
76 77 A. The purpose of the Management Committee shall be to develop policies, 78 (including goals, needs, and priorities) budgets, and implementation 79 strategies and plans for the area-wide Stormwater Management Program 80 to ensure compliance with the MS4 Permit. The Management Committee 81 shall evaluate implementation options and strategies and recommend 82 implementation actions to the DISTRICT.
83 84 B. Each Permittee shall designate in writing at least one authorized 85 representative and one alternate to participate on the Management 86 Committee. Management Committee designees and alternates shall be 87 authorized by their respective city council or governing board to cast votes 88 on behalf of their jurisdiction to determine Stormwater Management 89 Program budgets and all other program elements required to implement 90 the areawide Municipal Stormwater Management Plan(MSWMP). 91 2
92 C. The Principal Permittee shall serve as the chairperson of the Management 93 Committee.
94 95 D. The Management Committee shall meet at the frequency required by the 96 MS4 Permit or on a quarterly basis.
97 98 E. Ten (10) authorized representatives present in person at a scheduled 99 meeting constitute a quorum for the transaction of business of the 100 Management Committee. If a quorum is not present at a scheduled 101 Management Committee meeting, less than a quorum may adjourn the 102 meeting. For all Management Committee actions other than approval of 103 the budget as set forth in Section VII.C.1. of this AGREEMENT, a 104 majority vote of the quorum shall decide any question brought before the 105 Management Committee for decision.
106
107 F. The Management Committee shall support Stormwater Management 108 Program implementation by providing guidance to the Principal Permittee 109 with respect to stormwater program administration and approving 110 elements of the area-wide MSWMP.
111
112 G. The Management Committee may establish subcommittees to support the 113 work of the Management Committee. Subcommittees shall include 114 interested members of the Management Committee, and/or other Permittee 115 staff with necessary expertise. Subcommittees may develop 116 recommendations for Management Committee consideration. Such 117 recommendations require majority approval by members of the 118 subcommittee on a one vote per Permittee basis. 119
120 H. Approval of Management Committee decisions will require a majority 121 vote of the authorized representatives or alternates in attendance, on a one 122 vote per Permittee basis. In the event that the Management Committee 123 does not approve a subcommittee recommendation, the item will be 124 directed back to the subcommittee for reconsideration. 125
126 I. All parties to this AGREEMENT achieve cost savings by working 127 collectively to implement the areawide stormwater program. To maximize 128 these cost savings, the Permittees agree that:
129
130 1. Each authorized representative shall actively participate in 131 Management Committee meetings;
132
133 2. Each Permittee shall actively participate in at least one 134 subcommittee, either through the authorized representative or other 135 authorized designee. Participation will be defined as attendance at 136 fifty percent (50%) or more of subcommittee meetings held in a 137 given fiscal year.
3
138
139 III. Principal Permittee Responsibilities.
140
141 The DISTRICT, acting through its Board of Supervisors, is the Stormwater Program 142 Administrator for purposes of this AGREEMENT. The DISTRICT shall have administrative 143 responsibilities and shall be reimbursed for its time expended on behalf of the Stormwater 144 Program. These rates include actual hourly rate including fringe benefits plus any other direct 145 cost(s). Materials are to be reimbursed at direct cost. 146
147 The DISTRICT, while acting as administrator, will strive to implement the policies, budget, and 148 required program elements according to the recommendations of the Management Committee. 149 In turn, the Management Committee will work in good faith with the DISTRICT to make 150 reasonable policy, budget and required program element recommendations to the 151 DISTRICT. The Parties recognize and acknowledge, however, that the DISTRICT, as governed 152 by the San Bernardino County Flood Control District Board of Supervisors, retains final 153 authority regarding the nature and manner in which the recommendations of the Management 154 Committee shall be executed.
155
156 In the event that the DISTRICT proposes to implement an approach different than the one 157 recommended by the Management Committee, the DISTRICT's proposed alternative action shall 158 be communicated to the Management Committee at the next available meeting of the 159 Management Committee. If the Management Committee approves the alternative action, then 160 the cost sharing provisions of this AGREEMENT shall govern the allocation of any costs 161 associated with that alternative action. If, in good faith, the Management Committee does not 162 approve the alternative action, the DISTRICT may implement the alternative action, but the 163 DISTRICT shall be solely responsible for paying the increased costs, if any, resulting from the 164 alternative action. This increased cost shall be measured by the difference between the cost of 165 the alternative action and the estimated cost of the action as reasonably recommended by the 166 Management Committee.
167
168 If the DISTRICT'S proposed alternative implementation action involves an increase in program 169 costs, that alternative implementation action shall not be adopted until such time as each 170 authorized representative of the Management Committee has had 45 days to relay that alternative 171 implementation action to its various governing bodies for approval. CITIES and COUNTY shall 172 have no responsibility for the incremental increase in cost associated with an alternative action 173 that is not approved by the Management Committee after 45 days has passed with the governing 174 bodies failing to approve the alternative implementation action. 175
176 The DISTRICT will act as the contracting party, on behalf of the Co-permittees for Stormwater 177 Management Program contracts and agreements with all consultants, contractors, vendors or 178 other entities as recommended by the Management Committee. 179
180 The DISTRICT, if recommended by the Management Committee, may act on behalf of the Co- 181 permittees as applicant in preparing and submitting grant proposals, and may act as administrator 182 for any awarded grant funds.
183
4
184 The DISTRICT, if recommended by the Management Committee, will act on behalf of the 185 Stormwater Program as the contracting party and signatory in joint agreements with other 186 municipal stormwater programs and stakeholders for regional benefits and cooperation. 187
188 As the Principal Permittee under the MS4 Permit, the DISTRICT shall coordinate all area-wide 189 MS4 Permit activities and manage the Stormwater Management Program by:
190
191 A. Conducting chemical, biological and bacteriological water quality 192 monitoring on behalf of the areawide program as required by the MS4 193 Permit.
194
195 B. Implementing management programs, monitoring programs, and related 196 plans as required by the MS4 Permit.
197
198 C. Preparing and submitting to the Executive Officer (SARWQCB) unified 199 reports, plans, and programs necessary to comply with the MS4 Permit. 200
201 D. Coordinating and conducting Management Committee meetings as 202 specified in the MSWMP.
203
204 E. Taking the lead role in initiating and developing area-wide programs and 205 activities necessary to comply with the MS4 Permit. 206
207 F. Participating, as needed, in any subcommittees formed to facilitate MS4 208 Permit requirements.
209
210 G. Providing technical and administrative support and inform the Co- 211 permittees of the progress of other pertinent municipal programs, pilot 212 projects, research studies, and other information to facilitate 213 implementation of Co-permittees' stormwater program. 214
215 H. Coordinating the implementation of area-wide Stormwater Management 216 Program activities such as a monitoring program, public education, and 217 pollution prevention.
218
219 I. Gathering and disseminating information on the progress of statewide 220 municipal stormwater programs and evaluate the information for potential 221 use in the execution of the MS4 Permit.
222
223 J. Monitoring the implementation of the plans and programs required by the 224 MS4 Permit and determine their effectiveness in attaining water quality 225 standards.
226
227 K. Coordinating with SARWQCB activities pertaining to implementation of 228 the MS4 Permit, including the submittal of all required reports, plans, and 229 programs.
5
230
231 L. Soliciting and coordinating public input for any major proposed 232 stormwater management programs and implementation plans. 233
234 M. Developing and implementing mechanisms, performance standards, etc., 235 to promote consistent implementation of Best Management Practices 236 among the Permittees.
237
238 N. Cooperating in watershed management programs and regional and/or 239 statewide monitoring programs.
240
241 IV. Co-permittee Responsibilities. The Co-permittees shall support the Principal Permittee 242 by:
243
244 A. Preparing and submitting to the Principal Permittee in a timely manner 245 all required information necessary to comply with permit reporting 246 requirements. Timely completion of Permittee annual report information 247 is considered meeting the deadline if received on or before September 248 15th of each reporting year.
249 B. Notifying the Principal Permittee immediately, in writing, of any 250 changes to the designated representative to the Management Committee. 251 C. Reviewing and commenting on all plans, strategies, management 252 programs, and monitoring programs, as developed by the Principal 253 Permittee or a subcommittee of the Management Committee. 254 D. Conducting and/or coordinating with the Principal Permittee on any 255 surveys or characterizations needed to identify pollutant sources from 256 specific drainage areas.
257
258 V. Compliance Responsibilities. The DISTRICT, COUNTY and CITIES are individually 259 responsible for implementing all MS4 Permit requirements within their respective 260 jurisdictions. The Management Committee does not assume any responsibility for 261 implementing the Stormwater Management Programs for the Principal Permittee or any 262 other Permittee or for ensuring that the Principal Permittee or the Co-permittees 263 implement programs consistent with the recommendations of the Management 264 Committee.
265
266 VI. Indemnification and Insurance. Each party shall indemnify, defend, and hold harmless 267 the other parties to this AGREEMENT from and against any and all liability and expense 268 arising from any act or omission of the indemnifying party, its authorized officers, 269 employees, agents, and volunteers in connection with the performance of this 270 AGREEMENT, including, but not limited to reasonable defense costs, reasonable legal 271 fees, claims, actions, damages, liability, and causes of action for damages of any nature 272 whatsoever; provided, however, that no party shall indemnify another party for that 273 party's own negligence or willful misconduct.
6
274
275 In the event a party, or parties, to this AGREEMENT is/are found to be comparatively at 276 fault for any claim, action, loss or damage which results from their respective obligations 277 under this AGREEMENT, the party, or parties shall indemnify the other party/parties to 278 the extent of its/their comparative fault. Furthermore, if a party attempts to seek recovery 279 from the other for Workers' Compensation benefits paid to an employee, the parties agree 280 that any alleged negligence of the employee shall not be construed against the employer 281 of that employee.
282
283 The parties to this AGREEMENT are authorized self-insured public entities for purposes 284 of Professional Liability, Automobile Liability, General Liability, and Workers' 285 Compensation and warrant that through their programs of self-insurance, they have 286 adequate coverage or resources to protect against liabilities arising out of their 287 performance under this AGREEMENT.
288
289 VII. Program Costs. The responsibilities for payment of all shared costs of equipment, 290 services, contracted analytical services, and the cost of implementing the MS4 Permit, 291 shall be distributed among the DISTRICT, COUNTY, and CITIES as follows:
292
293 A. The DISTRICT shall contribute 5% of the annual Program Costs; the 294 other Permittees shall be responsible for the remaining 95% of the 295 Program Costs.
296
297 B. The annual budget shall separate program costs into four Program Areas:
298
299 1. Monitoring, which shall include any water quality and 300 hydrographic monitoring and laboratory analyses. 301
302 2. Public Education, which shall include all public outreach programs. 303
304 3. Program Management & Regulatory Activities, which includes 305 administrative, reporting and regulatory activities. 306
307 4. Training,which addresses any training conducted to implement the 308 stormwater management program.
309
310 C. The Principal Permittee shall prepare and implement an annual operating 311 budget with the participation of the Permittees. The budget year shall 312 coincide with the fiscal year of the DISTRICT, July 1 —June 30. 313
314 1. The Principal Permittee will forward the annual operating budget 315 for the forthcoming year to the Co-permittees for review and 316 approval. The review period shall be from the first business day of 317 November to the first business day of December of each year. 318 During the review period, the Co-permittees may provide written 319 comments on the budget to the Principal Permittee. The Fiscal 7