Agenda packet — Vallejo City Council, February 25, 2025 (part 3 of 5)

exemption applies to VPD’s purchase of the Kardex Megamat RS-350 locker for at least two reasons. First, VPD’s existing lockers are also manufactured by Kardex, so city personnel is familiar with Kardex equipment and can be trained more efficiently. City personnel will also be able to work with the same warranty and local repair personnel. Second, the Kardex Megamat RS-350 is manufactured in Germany and only installed by a few resellers in the United States. VPD seeks to contract with the most-local reseller, AOS located in Concord, California, which will minimize transportation and installation costs. Also, Travis Air Force Base in neighboring Fairfield, California, recently issued a Request for Qualifications for the same Kardex Megamat RS-350, received only three responses thereto, and awarded the contract to AOS, which further demonstrates AOS is the best company from which to obtain the highly specialized Kardex Megamat RS-350.

The new evidence storage system will provide a few key advantages to the old shelving system, including: (a) the capability to interface with the new electronic evidence tracking and preservation software VPD will also be purchasing with funding from the same federal grant, (b) the capability to withstand fire, flood, earthquake, tornado, and hurricane risks, and (c) improved VPD staff safety when accessing evidence.

The three existing lockers were salvaged from the United States Navy many years ago and had already exceeded their useful life when originally acquired by the City. Only two of the three lockers work, and all three lockers lack the technology required for the department to meet industry best practices. Staff has determined the Megamat RS-350, which, like the three existing lockers, is manufactured by Kardex, will best satisfy the department’s needs and allow the department to comply with IAEP and California POST standards.

FISCAL IMPACT
This project is funded exclusively with federal earmark/grant funds from the COPS office of the US DOJ. The City already accepted the grant funds and amended the Fiscal Year 2023-2024 budget to reflect same. (Resolutions 24-059 N.C., 24-085 N.C.)

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (“CEQA”) because it is not a project that has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. Resolution Advanced Office Systems Purchase Agreement CAO STAMP

2. AOS Equipment Purchase Agreement with Quote CAO Stamp

CONTACT
Jason Ta, Chief of Police
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 25-____ N.C.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO AN EQUIPMENT

PURCHASE AGREEMENT BETWEEN THE CITY OF VALLEJO AND ADVANCED OFFICE SYSTEMS, INC. IN AN AMOUNT NOT TO EXCEED $175,000 AND AUTHORIZING THE

CITY MANAGER TO EXECUTE
WHEREAS, on May 14, 2024, City Council, through Resolution 24-059 N.C., authorized the City Manager of the City of Vallejo to accept an $830,000 Technology and Equipment grant from the Community Oriented Policing Services (“COPS”) Office of the United States Department of Justice; and
WHEREAS, Resolution 24-059 N.C. specified that “proposed purchases covered by this grant will include a gunshot detection subscription service and updates to the department’s Evidence & Property Section”; and
WHEREAS, on June 12, 2024, City Council, through Resolution 24-085 N.C., authorized amendment of the City of Vallejo Fiscal Year 2023-2024 budget to recognize the $830,000 grant funds accepted via Resolution 24-059 N.C.; and
WHEREAS, the updates to Vallejo Police Department’s Property and Evidence Section contemplated in the COPS Technology and Equipment Grant include purchase and installation of a new evidence storage locker and removal of the City’s three existing evidence lockers; and WHEREAS, Vallejo Police Department staff have determined that purchase and installation of the Megamat RS-350 manufactured by Kardex, along with its totes (drawers), will best serve the Department’s needs; and
WHEREAS, per Vallejo Municipal Code 3.20.090(5), a competitive purchasing process is not required because the Kardex Megamat RS-350 is highly specialized equipment; and WHEREAS, on November 15, 2024, Vallejo Police Department staff obtained a quote, which was valid until December 6, 2024, for $151,590.55 from Advanced Office Systems, Inc. for the purchase and installation of the Kardex Megamat RS-350 and its totes (drawers), and removal of the three existing evidence lockers; and
WHEREAS, to account for contingencies and a potential price increase in calendar year 2025, staff respectfully requests authorization up to $175,000 for the agreement with Advanced Office Systems, Inc.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves an equipment Purchase Agreement between the City of Vallejo and Advanced Office Systems, Inc. for the purchase and installation of a Kardex Megamat RS-350 and corresponding totes (drawers) and removal of three existing evidence lockers, in an amount not to exceed $175,000 and authorizes the City Manager to execute same.

Adopted by the City Council of the City of Vallejo at a regular meeting held on January 28, 2025, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ANDREA SORCE, MAYOR
ATTEST:

DAWN G. ABRAHAMSON, CITY CLERK
Equipment Purchase Agreement (Rev. 2017) Page 1 of 7
Approved as to form:

By: for
Veronica Nebb, City Attorney

EQUIPMENT PURCHASE AGREEMENT
This Equipment Purchase Agreement (“Agreement”) is made at Vallejo, California, dated for reference this First day of February, 2025, by and between the City of Vallejo, a municipal corporation (“City”), and Advanced Office Systems, Inc. a California corporation, hereinafter referred to as “Vendor,” who agree as follows:

1. Products. Subject to the terms and conditions set forth in this Agreement, Vendor shall provide the City products as specified in Exhibit A, entitled “Equipment.”

2. Payment. City shall pay Vendor for materials rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled “Price.” The payments specified in Exhibit B shall be the only payments to be made to Vendor for materials rendered pursuant to this Agreement.

3. Facilities and Equipment. Vendor shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing products pursuant to this Agreement.

4. Indemnification. Vendor shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, Vendor’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Vendor’s operations, or any subcontractor’s operations, to be performed under this agreement for Vendor’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any act or omission of Vendor, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the sole negligence or willful misconduct of the City.

The provisions of this section shall survive the expiration or termination of this Agreement.

5. Insurance Requirements. Vendor agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements.” Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Vendor shall immediately report (as soon as feasible, but not Equipment Purchase Agreement (Rev. 2017) Page 2 of 7
more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.

7. Conflict of Interest. Vendor warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Vendor’s family, business, real property or financial interests and the materials to be provided under this Agreement. Vendor shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Vendor’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Vendor shall disclose such conflict in writing to City.

8. Licenses, Permits, Etc. Vendor represents and warrants to City that all Vendor materials shall be provided by a person or persons duly licensed by the State of California to provide the type of materials to be performed under this Agreement.

9. Business License. Vendor, and its subcontractors, has obtained or agrees to apply prior to performing any materials under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Vendor until such business license(s) has been obtained.

10. Standard of Performance. Vendor shall provide all materials required pursuant to this Agreement in accordance with generally accepted practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Vendor’s profession currently practicing in California.

Vendor is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.

Vendor’s responsibilities under this section shall not be delegated. Vendor shall be responsible to City for acts, errors, or omissions of Vendor’s subcontractors.

11. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

Equipment Purchase Agreement (Rev. 2017) Page 3 of 7
In the event that the Vendor is unable to meet the completion date or schedule of materials, Vendor shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

12. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

13. Term. The term of this Agreement shall commence upon issuance of purchase order and shall continue in full force and effect until December 31, 2025.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo. If funds to effect such continued payment are not appropriated, Vendor agrees to terminate any materials supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

14. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate this Agreement by giving notice to Vendor.

Upon receipt of a notice of termination, Vendor shall provide not materials except as specified in the notice. Before the date of termination, Vendor shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Vendor for materials performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all materials or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for materials performed shall be based on an amount mutually agreed to by City and Vendor for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Vendor for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

15. Assignment and Subcontracting. Vendor shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.

16. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

Equipment Purchase Agreement (Rev. 2017) Page 4 of 7

17. Non-Discrimination/Fair Employment Practices. Vendor shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.

Vendor warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

18. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City: Jerome Bautista
City of Vallejo Police Department
555 Santa Clara St
Vallejo, CA 94590
If to Vendor: Gary Hatfield
Advanced Office Systems, Inc.
4060-B Pike Ln
Concord, CA 94520
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

19. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

20. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

21. Law Governing. This Agreement shall in all respects be governed by the law of Equipment Purchase Agreement (Rev. 2017) Page 5 of 7
the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

22. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

23. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party’s draftsmanship thereof.

24. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

25. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

26. Compliance with Laws. Vendor will comply with all statutes, regulations and ordinances in the performance of all materials under this Agreement.

27. News and Information Release. Vendor agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

28. City Representative. The City Representative specified in Exhibit A, or the representative’s designee, shall administer this Agreement for the City.

29. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

30. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise. Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement.

The failure to send an original shall not affect the binding nature of this Agreement.

31. Authority. The person signing this Agreement for Vendor hereby represents and Equipment Purchase Agreement (Rev. 2017) Page 6 of 7
warrants that he/she is fully authorized to sign this Agreement on behalf of Vendor.

32. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A, entitled “Equipment,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments Exhibit D, entitled “Required Federal Provisions,” including any attachments [SIGNATURES ON FOLLOWING PAGE]
Equipment Purchase Agreement (Rev. 2017) Page 7 of 7
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

ADVANCED OFFICE SYSTEMS, INC.
a California corporation
By:

Gary Hatfield, President
DATE: ____________________
Vallejo Business License No.
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By:________________________
Andrew Murray,
City Manager
DATE:

ATTEST:

By:________________________
Dawn Abrahamson
City Clerk
APPROVED AS TO CONTENT:
__________________________
Jason Ta,
Chief of Police

APPROVED AS TO FORM
AND INSURANCE:

Veronica A.F. Nebb
City Attorney
Equipment Purchase Agreement (Rev. 2017) Page 1 of 4
Exhibit A

EXHIBIT A

EQUIPMENT

1. Representatives. The City Representative for this Agreement is:

Jerome Bautista, Captain
City of Vallejo
Police Department
555 Santa Clara St
Vallejo, CA 94590
[email protected]
The Vendor’s Representative for this Agreement is:

Gary Hatfield
Advanced Office Systems, Inc.
4060-B Pike Ln
Concord, CA 94520
925-687-3108
All routine administrative communications between the parties will be between the above named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Vendor’s Representative and City’s Representative.

2. Equipment to be Provided. The equipment provided shall be:

See Attachment 1 to Exhibit A attached hereto and incorporated by this reference.

3. Warranty. Mechanical warranty for this equipment will be 24 months after receipt of the equipment. Vendor agrees to repair or replace any component that, during the warranty period, fails because of defects in materials or defects caused by factory workmanship. Service manuals will be provided to City.

Equipment Purchase Agreement (Rev. 2017) Page 2 of 4
Exhibit A
ATTACHMENT 1 TO EXHIBIT A

Equipment Purchase Agreement (Rev. 2017) Page 3 of 4
Exhibit A

Equipment Purchase Agreement (Rev. 2017) Page 4 of 4
Exhibit A

Equipment Purchase Agreement (Rev. 2017) Page 1 of 2
Exhibit B

EXHIBIT B

COMPENSATION

1. Vendor’s Compensation. City agrees to pay Vendor, at the rate(s) specified in Attachment 1 of Exhibit A, for those products set forth in Exhibit A, for a total not-to- exceed amount of One Hundred Fifty-One Thousand Five Hundred Ninety Dollars and Fifty -Five Cents ($151,590.55).

2. Invoicing. Invoices must be submitted in triplicate, itemized as to quantity, part number, and description. In addition, invoices must show the name of the department, division, or section to which the material was delivered, and the City of Vallejo Purchase Order Number.

All delivery tickets must have a description of the commodity delivered. Mail invoices to the accounts payable section of the department and to the address, as noted on individual purchase orders. Delivery tickets and packing slips will contain the same information as the invoice. All pack slips and delivery tickets must include the receiving employee signature and printed name.

3. Payment. Payment is due thirty (30) days after the City has approved the invoice or after the City has accepted the goods, whichever occurs later.

Request for payment shall be sent to:

Jerome Bautista
City of Vallejo Police Department
555 Santa Clara St
Vallejo, CA 94590

4. Accounting Records of Vendor. Vendor shall maintain for three (3) years after completion of all materials hereunder, all records under this Agreement, including, but not limited to, records of Vendor’s direct salary costs for all Materials and Additional Materials performed under this Agreement and records of Vendor’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Vendor shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty four (24) hours’ notice.

The obligations of Vendor under this section shall survive this Agreement.

5. Taxes. Vendor shall pay, when and as due, any and all taxes incurred as a result of Vendor’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

Equipment Purchase Agreement (Rev. 2017) Page 2 of 2
Exhibit B

6. Taxpayer Identification Number. Vendor shall provide City with Vendor’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

Equipment Purchase Agreement (Rev. 2017) Page 1 of 3
Exhibit C

EXHIBIT C

INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Consultant, their agents, representatives, or employees or subcontractors.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.

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

2. Minimum Limits of Insurance. Consultant shall maintain limits no less than:

A. 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 project/location or the general aggregate limit shall be twice the required occurrence limit.

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

C. Workers’ Compensation and Employer’s Liability: $1,000,000 per accident for bodily injury or disease. If Consultant is not subject to California Workers’ Compensation requirements, Consultant shall file a completed certificate of exemption form which may be obtained from the City prior to commencing any activity authorized hereunder.

3. Deductible and Self-Insured Retention. Any deductibles or self-insured retention must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

Equipment Purchase Agreement (Rev. 2017) Page 2 of 3
Exhibit C

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

A. The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. The insurance is to be issued by companies licensed to do business in the State of California.

B. For any claims related to this project, the Consultant’s insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

C. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

D. The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

E. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the City.

F. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers’ compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Consultant’s performance under this Agreement.

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

6. Verification of Coverage. Consultant shall furnish the City with certificates of insurance and original endorsements effecting general and automobile liability insurance coverage required by this clause. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences.

Equipment Purchase Agreement (Rev. 2017) Page 3 of 3
Exhibit C

7. Subcontractors. Consultant 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.

8. Payment Withhold. City will withhold payments to Consultant if the certificates of insurance and endorsements required in Paragraph 6, above, are canceled or Consultant otherwise ceases to be insured as required herein.

Equipment Purchase Agreement (Rev. 2017) Page 1 of 16
Exhibit D

EXHIBIT D

REQUIRED FEDERAL PROVISIONS
During the performance of this contract, the Contractor agrees as follows:

Equal Opportunity
(1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee’s essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor’s legal duty to furnish information.
(4) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the Contractor’s commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary Equipment Purchase Agreement (Rev. 2017) Page 2 of 16
Exhibit D
of Labor.
(6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

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

Davis-Bacon Act
The Contractor acknowledges that by entering into this contract, funded by an United States Department of Justice assistance agreement (grant), the Contractor agrees to comply with the following terms and conditions in accordance with 29 CFR 5.5, if this contract is for activities covered under Davis-Bacon and Related Acts (DBRA) and exceeds (or will exceed) $2,000.

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Exhibit D
(a) Required Contract Clauses
(1) Minimum Wages
(i) Wage rates and fringe benefits
All laborers and mechanics employed or working upon the site of the work (or otherwise working in construction or development of the project under a development statute), will be paid unconditionally and not less often than once per week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of basic hourly wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics. As provided in paragraphs (d) and (e) of this section, the appropriate wage determinations are effective by operation of law even if they have not been attached to the contract. Contributions made or costs reasonably anticipated for bona fide fringe benefits under the Davis-Bacon Act (40 U.S.C. 3141(2)(B)) on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(v) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics must be paid the appropriate wage rate and fringe benefits on the wage determination for the classification(s) of work actually performed, without regard to skill, except as provided in paragraph (a)(4) of this section. Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer’s payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (a)(1)(iii) of this section) and the Davis-Bacon poster (WH–1321) must be posted at all times by the Contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers.
(ii) Frequently recurring classifications
(A) In addition to wage and fringe benefit rates that have been determined to be prevailing under the procedures set forth in 29 CFR Part 1, a wage determination may contain, pursuant to § 1.3(f), wage and fringe benefit rates for classifications of laborers and mechanics for which conformance requests are regularly submitted pursuant to paragraph (a)(1)(iii) of this section, provided that: ( 1) The work performed by the classification is not performed by a classification in the wage determination for which a prevailing wage rate has been determined; ( 2) The classification is used in the area by Equipment Purchase Agreement (Rev. 2017) Page 4 of 16
Exhibit D
the construction industry; and ( 3) The wage rate for the classification bears a reasonable relationship to the prevailing wage rates contained in the wage determination. (B) The Administrator will establish wage rates for such classifications in accordance with paragraph (a)(1)(iii)(A)( 3) of this section. Work performed in such a classification must be paid at no less than the wage and fringe benefit rate listed on the wage determination for such classification.
(iii) Conformance
(A) The contracting officer must require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract be classified in conformance with the wage determination.

Conformance of an additional classification and wage rate and fringe benefits is appropriate only when the following criteria have been met: ( 1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and ( 2) The classification is used in the area by the construction industry; and ( 3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) The conformance process may not be used to split, subdivide, or otherwise avoid application of classifications listed in the wage determination. (C) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken will be sent by the contracting officer by email to [email protected]. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30–day period that additional time is necessary.
(D) In the event the Contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer will, by email to [email protected], refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (E) The contracting officer must promptly notify the Contractor of the action taken by the Wage and Hour Division under paragraphs (a)(1)(iii)(C) and (D) of this section. The Contractor must furnish a written copy of such determination to each affected worker, or Equipment Purchase Agreement (Rev. 2017) Page 5 of 16
Exhibit D
it must be posted as a part of the wage determination. The wage rate (including fringe benefits where appropriate) determined pursuant to paragraph (a)(1)(iii)(C) or (D) of this section must be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iv) Fringe benefits not expressed as an hourly rate
Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the Contractor may either pay the benefit as stated in the wage determination or may pay another bona fide fringe benefit or an hourly cash equivalent thereof. (v) Unfunded plans
If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, that the Secretary of Labor has found, upon the written request of the Contractor, in accordance with the criteria set forth in § 5.28, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program.
(vi) Interest
In the event of a failure to pay all or part of the wages required by the contract, the Contractor will be required to pay interest on any underpayment of wages. (2) Withholding
(i) Withholding requirements
The DOJ, grant recipient, subrecipient at any tier, and/or contracting agency may, upon its own action, or must, upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the Contractor so much of the accrued payments or advances as may be considered necessary to satisfy the liabilities of the prime contractor or any subcontractor for the full amount of wages and monetary relief, including interest, required by the clauses set forth in paragraph (a) of this section for violations of this contract, or to satisfy any such liabilities required by any other Federal contract, or federally assisted contract subject to Davis-Bacon labor standards, that is held by the same prime contractor (as defined in § 5.2). The necessary funds may be withheld from the Contractor under this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract that is subject to Davis-Bacon labor standards requirements and is held by the same prime contractor, regardless of whether the other contract was awarded or assisted by the same agency, Equipment Purchase Agreement (Rev. 2017) Page 6 of 16
Exhibit D
and such funds may be used to satisfy the Contractor liability for which the funds were withheld. In the event of a contractor’s failure to pay any laborer or mechanic, including any apprentice or helper working on the site of the work (or otherwise working in construction or development of the project under a development statute) all or part of the wages required by the contract, or upon the Contractor’s failure to submit the required records as discussed in paragraph (a)(3)(iv) of this section, the DOJ, grant recipient, subrecipient at any tier, and/or contracting agency may on its own initiative and after written notice to the Contractor, sponsor, applicant, owner, or other entity, as the case may be, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (ii)Priority to withheld funds
The DOJ has priority to funds withheld or to be withheld in accordance with paragraph (a)(2)(i) or (b)(3)(i) of this section, or both, over claims to those funds by:
(A) A contractor’s surety(ies), including without limitation performance bond sureties and payment bond sureties;
(B) A contracting agency for its reprocurement costs;
(C) A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a contractor’s bankruptcy estate; (D) A contractor’s assignee(s);
(E) A contractor’s successor(s); or
(F) A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901–3907. (3) Records and certified payrolls
(i) Basic record requirements
(A) Length of record retention
All regular payrolls and other basic records must be maintained by the Contractor and any subcontractor during the course of the work and preserved for all laborers and mechanics working at the site of the work (or otherwise working in construction or development of the project under a development statute) for a period of at least 3 years after all the work on the prime contract is completed.
(B) Information required
Such records must contain the name; Social Security number; last known address, Equipment Purchase Agreement (Rev. 2017) Page 7 of 16
Exhibit D
telephone number, and email address of each such worker; each worker’s correct classification(s) of work actually performed; hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in 40 U.S.C. 3141(2)(B) of the Davis-Bacon Act); daily and weekly number of hours actually worked in total and on each covered contract; deductions made; and actual wages paid.
(C) Additional records relating to fringe benefits
Whenever the Secretary of Labor has found under paragraph (a)(1)(v) of this section that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in 40 U.S.C. 3141(2)(B) of the Davis-Bacon Act, the Contractor must maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits.
(D) Additional records relating to apprenticeship.

Contractors with apprentices working under approved programs must maintain written evidence of the registration of apprenticeship programs, the registration of the apprentices, and the ratios and wage rates prescribed in the applicable programs. (ii) Certified payroll requirements
(A) Frequency and method of submission
The Contractor or subcontractor must submit weekly, for each week in which any DBA- or Related Acts covered work is performed, certified payrolls to the contracting agency if the agency is a party to the contract, but if the agency is not such a party, the Contractor will submit the certified payrolls to the applicant, sponsor, owner, or other entity, as the case may be, that maintains such records, for transmission to the contracting agency.

The prime contractor is responsible for the submission of all certified payrolls by all subcontractors. A contracting agency or prime contractor may permit or require contractors to submit certified payrolls through an electronic system, as long as the electronic system requires a legally valid electronic signature; the system allows the Contractor, the contracting agency, and the Department of Labor to access the certified payrolls upon request for at least 3 years after the work on the prime contract has been completed; and the contracting agency or prime contractor permits other methods of submission in situations where the Contractor is unable or limited in its ability to use or access the electronic system.

Equipment Purchase Agreement (Rev. 2017) Page 8 of 16
Exhibit D
(B) Information required
The certified payrolls submitted must set out accurately and completely all of the information required to be maintained under paragraph (a)(3)(i)(B) of this section, except that full Social Security numbers and last known addresses, telephone numbers, and email addresses must not be included on weekly transmittals. Instead, the certified payrolls need only include an individually identifying number for each worker ( e.g., the last four digits of the worker’s Social Security number). The required weekly certified payroll information may be submitted using Optional Form WH–347 or in any other format desired. Optional Form WH–347 is available for this purpose from the Wage and Hour Division website at https://www.dol.gov/sites/dolgov/files/WHD/ legacy/files/wh347/.pdf or its successor website. It is not a violation of this section for a prime contractor to require a subcontractor to provide full Social Security numbers and last known addresses, telephone numbers, and email addresses to the prime contractor for its own records, without weekly submission by the subcontractor to the sponsoring government agency (or the applicant, sponsor, owner, or other entity, as the case may be, that maintains such records).
(C) Statement of Compliance
Each certified payroll submitted must be accompanied by a “Statement of Compliance,” signed by the Contractor or subcontractor, or the Contractor’s or subcontractor’s agent who pays or supervises the payment of the persons working on the contract, and must certify the following:
(1) That the certified payroll for the payroll period contains the information required to be provided under paragraph (a)(3)(ii) of this section, the appropriate information and basic records are being maintained under paragraph (a)(3)(i) of this section, and such information and records are correct and complete;
(2) That each laborer or mechanic (including each helper and apprentice) working on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in 29 CFR part 3; and
(3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification(s) of work actually performed, as specified in the applicable wage determination incorporated into the contract.
(D) Use of Optional Form WH–347
The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH–347 will satisfy the requirement for submission of the “Statement Equipment Purchase Agreement (Rev. 2017) Page 9 of 16
Exhibit D
of Compliance” required by paragraph (a)(3)(ii)(C) of this section. (E) Signature
The signature by the Contractor, subcontractor, or the Contractor’s or subcontractor’s agent must be an original handwritten signature or a legally valid electronic signature. (F) Falsification
The falsification of any of the above certifications may subject the Contractor or subcontractor to civil or criminal prosecution under 18 U.S.C. 1001 and 31 U.S.C. 3729. (G) Length of certified payroll retention
The Contractor or subcontractor must preserve all certified payrolls during the course of the work and for a period of 3 years after all the work on the prime contract is completed. (iii) Contracts, subcontracts, and related documents
The Contractor or subcontractor must maintain this contract or subcontract and related documents including, without limitation, bids, proposals, amendments, modifications, and extensions. The Contractor or subcontractor must preserve these contracts, subcontracts, and related documents during the course of the work and for a period of 3 years after all the work on the prime contract is completed. (iv) Required disclosures and access
(A) Required record disclosures and access to workers
The Contractor or subcontractor must make the records required under paragraphs (a)(3)(i) through (iii) of this section, and any other documents that the DOJ, recipient, or subrecipient at any tier, and/or contracting agency, or the Department of Labor deems necessary to determine compliance with the labor standards provisions of any of the applicable statutes referenced by § 5.1, available for inspection, copying, or transcription by authorized representatives of the DOJ, recipient, or subrecipient at any tier, and/or contracting agency, or the Department of Labor, and must permit such representatives to interview workers during working hours on the job.
(B) Sanctions for non-compliance with records and worker access requirements If the Contractor or subcontractor fails to submit the required records or to make them available, or refuses to permit worker interviews during working hours on the job, the Federal agency may, after written notice to the Contractor, sponsor, applicant, owner, or other entity, as the case may be, that maintains such records or that employs such workers, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available, or to permit worker interviews Equipment Purchase Agreement (Rev. 2017) Page 10 of 16
Exhibit D
during working hours on the job, may be grounds for debarment action pursuant to § 5.12.

In addition, any contractor or other person that fails to submit the required records or make those records available to WHD within the time WHD requests that the records be produced will be precluded from introducing as evidence in an administrative proceeding under 29 CFR part 6 any of the required records that were not provided or made available to WHD. WHD will take into consideration a reasonable request from the Contractor or person for an extension of the time for submission of records. WHD will determine the reasonableness of the request and may consider, among other things, the location of the records and the volume of production.
(C) Required information disclosures
Contractors and subcontractors must maintain the full Social Security number and last known address, telephone number, and email address of each covered worker, and must provide them upon request to the Department of Justice if the agency is a party to the contract, or to the Wage and Hour Division of the Department of Labor. If the Federal agency is not such a party to the contract, the Contractor, subcontractor, or both, must, upon request, provide the full Social Security number and last known address, telephone number, and email address of each covered worker to the applicant, sponsor, owner, or other entity, as the case may be, that maintains such records, for transmission to the DOJ, recipient, or subrecipient at any tier, contracting agency, the Contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or other compliance action.
(4) Apprentices and Equal Employment Opportunity
(i) Apprentices
(A) Rate of pay
Apprentices will be permitted to work at less than the predetermined rate for the work they perform when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship (OA), or with a State Apprenticeship Agency recognized by the OA. A person who is not individually registered in the program, but who has been certified by the OA or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice, will be permitted to work at less than the predetermined rate for the work they perform in the first 90 days of probationary employment as an apprentice in such a program. In the event the OA or a State Apprenticeship Agency recognized by the OA withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to use apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved.

Equipment Purchase Agreement (Rev. 2017) Page 11 of 16
Exhibit D
(B) Fringe benefits
Apprentices must be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringe benefits must be paid in accordance with that determination.
(C) Apprenticeship ratio
The allowable ratio of apprentices to journey workers on the job site in any craft classification must not be greater than the ratio permitted to the Contractor as to the entire work force under the registered program or the ratio applicable to the locality of the project pursuant to paragraph (a)(4)(i)(D) of this section. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated in paragraph (a)(4)(i)(A) of this section, must be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under this section must be paid not less than the applicable wage rate on the wage determination for the work actually performed.
(D) Reciprocity of ratios and wage rates
Where a contractor is performing construction on a project in a locality other than the locality in which its program is registered, the ratios and wage rates (expressed in percentages of the journey worker’s hourly rate) applicable within the locality in which the construction is being performed must be observed. If there is no applicable ratio or wage rate for the locality of the project, the ratio and wage rate specified in the Contractor’s registered program must be observed.
(ii) Equal employment opportunity
The use of apprentices and journey workers under this part must be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30.
(5) is reserved
(6) Subcontracts
The Contractor or subcontractor must insert in any subcontracts the clauses contained in paragraphs (a)(1) through (11) of this section or a link to the DBRA Requirements for Contractors and Subcontractors Under DOJ Grants document on DOJ’s Contract Provisions for Davis-Bacon and Related Acts webpage, along with the applicable wage Equipment Purchase Agreement (Rev. 2017) Page 12 of 16
Exhibit D
determination(s) and such other clauses or contract modifications as the Department of Justice may by appropriate instructions require, and a clause requiring the subcontractors to include these clauses and wage determination(s) in any lower tier subcontracts. The prime contractor is responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in this section. In the event of any violations of these clauses, the prime contractor and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lower-tier subcontractors, and may be subject to debarment, as appropriate.
(7) – (9) are reserved
(10) Certification of Eligibility
(i) By entering into this contract, the Contractor certifies that neither it nor any person or firm who has an interest in the Contractor’s firm is a person or firm ineligible to be awarded Government contracts by virtue of 40 U.S.C. 3144(b) or § 5.12(a). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of 40 U.S.C. 3144(b) or § 5.12(a). (iii) The penalty for making false statements is prescribed in the U.S. Code, Title 18 Crimes and Criminal Procedure, 18 U.S.C. 1001.
(11) Anti-Retaliation
It is unlawful for any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for:
(i) Notifying any contractor of any conduct which the worker reasonably believes constitutes a violation of the DBA, Related Acts, this part, or 29 CFR part 1 or 3; (ii) Filing any complaint, initiating or causing to be initiated any proceeding, or otherwise asserting or seeking to assert on behalf of themselves or others any right or protection under the DBA, Related Acts, this part, or 29 CFR part 1 or 3; (iii) Cooperating in any investigation or other compliance action, or testifying in any proceeding under the DBA, Related Acts, this part, or 29 CFR part 1 or 3; or (iv) Informing any other person about their rights under the DBA, Related Acts, this part, or 29 CFR part 1 or 3. For contracts over $100,000, additional Terms and Conditions apply. The DBRA Requirements for Contracts in Excess of $100,000 Under DOJ Grants document is available on DOJ’s Contract Provisions for Davis-Bacon and Related Acts Equipment Purchase Agreement (Rev. 2017) Page 13 of 16
Exhibit D
webpage provides the additional requirements provided under 29 CFR 5.5. (b) Contract Work Hours and Safety Standards Act (CWHSSA). (1) Overtime requirements
No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; Liability for Unpaid Wages; Liquidated Damages In the event of any violation of the clause set forth in paragraph (b)(1) of this section the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages and interest from the date of the underpayment. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchpersons and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $31 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1).
(3) Withholding for Unpaid Wages and Liquidated Damages (i) Withholding process.

The DOJ, recipient, or subrecipient at any tier, and/or contracting agency may, upon its own action, or must, upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the Contractor so much of the accrued payments or advances as may be considered necessary to satisfy the liabilities of the prime contractor or any subcontractor for any unpaid wages; monetary relief, including interest; and liquidated damages required by the clauses set forth in this paragraph (b) on this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act that is held by the same prime contractor (as defined in § 5.2). The necessary funds may be withheld from the Contractor under this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract that is subject to the Contract Work Hours and Safety Standards Act and is held by the same prime contractor, regardless of whether the other contract was awarded or assisted by the same agency, and such funds may be used to satisfy the Contractor liability for Equipment Purchase Agreement (Rev. 2017) Page 14 of 16
Exhibit D
which the funds were withheld.
(ii) Priority to withheld funds
The Department has priority to funds withheld or to be withheld in accordance with paragraph (a)(2)(i) or (b)(3)(i) of this section, or both, over claims to those funds by:
(A) A contractor’s surety(ies), including without limitation performance bond sureties and payment bond sureties;
(B) A contracting agency for its reprocurement costs;
(C) A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a contractor’s bankruptcy estate; (D) A contractor’s assignee(s);
(E) A contractor’s successor(s); or
(F) A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901–3907. (4) Subcontracts
The Contractor or subcontractor must insert in any subcontracts the clauses set forth in paragraphs (b)(1) through (5) of this section and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor is responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (5). In the event of any violations of these clauses, the prime contractor and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lower-tier subcontractors, and associated liquidated damages and may be subject to debarment, as appropriate.
(5) Anti-Retaliation
It is unlawful for any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for:
(i) Notifying any contractor of any conduct which the worker reasonably believes constitutes a violation of the Contract Work Hours and Safety Standards Act (CWHSSA) or its implementing regulations in this part;
(ii) Filing any complaint, initiating or causing to be initiated any proceeding, or Equipment Purchase Agreement (Rev. 2017) Page 15 of 16
Exhibit D
otherwise asserting or seeking to assert on behalf of themselves or others any right or protection under CWHSSA or this part;
(iii) Cooperating in any investigation or other compliance action, or testifying in any proceeding under CWHSSA or this part; or
(iv) Informing any other person about their rights under CWHSSA or this part.

Clean Air Act and Federal Water Pollution Control Act
The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq. The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with federal assistance.

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

The Contractor must comply with 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. This certification is a material representation of fact relied upon by UnboundEd. If it is later determined that the Contractor did not comply with 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C, in addition to remedies available to UnboundEd, the federal government may pursue available remedies, including but not limited to suspension and/or debarment. The Contractor agrees to comply with the requirements of 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions.

Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to Equipment Purchase Agreement (Rev. 2017) Page 16 of 16
Exhibit D
tier up to the recipient who in turn will forward the certification(s) to the federal awarding agency.

Certification for Contracts, Grants, Loans, and Cooperative Agreements By signing the Contract the Contractor certifies, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Contractor shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. The Contractor shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, Title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any.

CONSENT CALENDAR 8.I.

DATE: February 25, 2025
TO: Mayor and Members of the City Council
FROM: Jason Ta, Chief of Police
SUBJECT: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

APPROVING AN EQUIPMENT PURCHASE AGREEMENT WITH ESTES COMMERCIAL REFRIGERATION, INC. IN AMOUNT NOT TO EXCEED $113,850 AND AUTHORIZING

THE CITY MANAGER TO EXECUTE SAME

RECOMMENDATION
Adopt a resolution approving an Equipment Purchase Agreement between the City of Vallejo and Estes Refrigeration, Inc. for the purchase and installation of a new walk in freezer for the Police Evidence location, in an amount not to exceed $113,850 and authorizing the City Manager to execute same.

REASONS FOR RECOMMENDATION
Vallejo Police Department (“VPD”) must make substantial updates to its Property and Evidence Section (“PES”) to comply with International Association for Property and Evidence (“IAPE”) and California Peace Officer Standards and Training (“POST”) standards. These updates – which are addressed in VPD’s Evidence Integrity Project – include a new walk-in refrigeration and freezer system.

Staff obtained a quote for $113,850 from Estes Refrigeration for purchase and installation of the new walk in freezer system, including the tear down and removal of the current, aged system.

Staff are recommending Council approve this agreement with Estes Refrigeration in compliance with section

3.20.090 of the Vallejo Municipal Code - purchasing Exemptions - with the following reasoning:
• the selected vendor provides the current maintenance on the existing system and is familiar with the equipment, needs of the Department, and specialized nature of refrigeration services utilized by police department evidence sections;
• the selected vendor is already known and vetted by the Department, and authorized to work within the sensitive PES area;
• the quote received from the vendor is acceptable and in line with project cost estimates; • the BCJI funds being utilized for this project included this budgeted item and service.

BACKGROUND AND DISCUSSION
Resolution 24-059 N.C. authorized the City to accept $830,000 of federal funding from the Community Oriented Policing Services (“COPS”) Office of the United States Department of Justice (“US DOJ”) for a gunshot detection subscription service and updates to VPD’s Property and Evidence Section (“PES”).

Resolution 24-085 N.C. authorized amendment of the City’s Fiscal Year 2023-2024 budget to recognize this grant revenue.

Part of the updates to VPD’s PES includes the removal of the existing walk in-refrigeration system and installation of a newer system to better fit the needs of the department. Ensuring the proper storage, security

Date: February 25, 2025
Subject: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

APPROVING AN EQUIPMENT PURCHASE AGREEMENT WITH ESTES
COMMERCIAL REFRIGERATION, INC. IN AMOUNT NOT TO EXCEED $113,850

AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

Page 2 ends

and chain of custody on all evidence materials is of utmost importance and this equipment will assist in those efforts.

FISCAL IMPACT
The current estimate for the work to be performed is $113,850. All funds for this project are paid for using FY 2023 COPS Technology and Equipment Program funding (15JCOPS-23-GG-01921-TECP) and approval of this item does not affect the City's General Fund.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. Resolution - Estes Refrigeration Purchase Agreement - CAO STAMP

2. Estes Commercial Refrigeration Equipment Purchase Agreement with Quote CAO Stamp

CONTACT
Jason Ta, Chief of Police
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 25-____ N.C.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING EXECUTE AN

EQUIPMENT PURCHASE AGREEMENT BETWEEN THE CITY OF VALLEJO AND ESTES COMMERCIAL REFIGERATION, INC. IN AN AMOUNT NOT TO EXCEED $113,850 AND AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME
WHEREAS, on May 14, 2024, City Council, through Resolution 24-059 N.C., authorized the City Manager of the City of Vallejo to accept an $830,000 Technology and Equipment grant from the Community Oriented Policing Services (“COPS”) Office of the United States Department of Justice; and WHEREAS, Resolution 24-059 N.C. specified that “proposed purchases covered by this grant will include a gunshot detection subscription service and updates to the department’s Evidence & Property Section”; and WHEREAS, on June 12, 2024, City Council, through Resolution 24-085 N.C., authorized amendment of the City of Vallejo Fiscal Year 2023-2024 budget to recognize the $830,000 grant funds accepted via Resolution 24-059 N.C.; and
WHEREAS, the updates to Vallejo Police Department’s Property and Evidence Section contemplated in the COPS Technology and Equipment Grant include purchase and installation of a new walk-in refrigeration system for the safe storage and security of evidence; and WHEREAS, on November 18, 2024, Vallejo Police Department staff obtained a quote, for $113,850 from Estes Commercial Refrigeration, Inc. for the purchase, deconstruction and installation of a replacement walk-in refrigeration unit for police evidence; and
WHEREAS, per Vallejo Municipal Code 3.20.090 allows for a competitive purchasing exemption for highly specialized equipment such as this secure, walk-in refrigerator.

NOW, THEREFORE, BE IT RESOLVED that the City Council hereby an Equipment Purchasing Agreement between the City of Vallejo and Estes Refrigeration, Inc. in an amount not to exceed $113,850 and authorizes the City Manager to execute same.

Adopted by the City Council of the City of Vallejo at a regular meeting held on February 25, 2025, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ANDREA SORCE, MAYOR
ATTEST:

DAWN G. ABRAHAMSON, CITY CLERK
Equipment Purchase Agreement (Rev. 2017) Page 1 of 7
Approved as to form:

By: for
Veronica Nebb, City Attorney

EQUIPMENT PURCHASE AGREEMENT
This Equipment Purchase Agreement (“Agreement”) is made at Vallejo, California, dated for reference this Fifteenth day of February, 2025, by and between the City of Vallejo, a municipal corporation (“City”), and Estes Commercial Refrigeration, Inc. a California corporation, (“Vendor”), who agree as follows:

1. Products. Subject to the terms and conditions set forth in this Agreement, Vendor shall provide the City products as specified in Exhibit A, entitled “Equipment.”

3. Facilities and Equipment. Vendor shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing products pursuant to this Agreement.

The provisions of this section shall survive the expiration or termination of this Agreement.

Vendor’s responsibilities under this section shall not be delegated. Vendor shall be responsible to City for acts, errors, or omissions of Vendor’s subcontractors.

12. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

13. Term. The term of this Agreement shall commence upon issuance of purchase order and shall continue in full force and effect until December 31, 2025.

14. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate this Agreement by giving notice to Vendor.

Equipment Purchase Agreement (Rev. 2017) Page 4 of 7

If to City: Jerome Bautista
City of Vallejo – Police Department
555 Santa Clara St
Vallejo, CA 94590
If to Vendor: Mark Doninelli
Estes Commercial Refrigeration, Inc.
1400 Potrero Ave.

Richmond, CA 94804-3750
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

20. Severability Clause. Should any provision of this Agreement ever be deemed to Equipment Purchase Agreement (Rev. 2017) Page 5 of 7
be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

21. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

22. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

25. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

26. Compliance with Laws. Vendor will comply with all statutes, regulations and ordinances in the performance of all materials under this Agreement.

28. City Representative. The City Representative specified in Exhibit A, or the representative’s designee, shall administer this Agreement for the City.

29. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

30. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise. Any person transmitting his or her signature by facsimile or electronically shall promptly send an Equipment Purchase Agreement (Rev. 2017) Page 6 of 7
original signature to the other party pursuant to the notice provision of this Agreement.

The failure to send an original shall not affect the binding nature of this Agreement.

31. Authority. The person signing this Agreement for Vendor hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Vendor.

32. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

ESTES COMMERCIAL
REFRIGERATION, INC.
a California corporation
By:

Mark Doninelli, Vice President
DATE: ____________________
Vallejo Business License No.
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By:________________________
Andrew Murray,
City Manager
DATE:

ATTEST:

By:________________________
Dawn Abrahamson
City Clerk
APPROVED AS TO CONTENT:
__________________________
Jason Ta,
Chief of Police

APPROVED AS TO FORM
AND INSURANCE:

Veronica A.F. Nebb
City Attorney
Equipment Purchase Agreement (Rev. 2017) Page 1 of 2
Exhibit A

EXHIBIT A

EQUIPMENT

1. Representatives. The City Representative for this Agreement is:

Jerome Bautista, Captain
City of Vallejo- Police Department
555 Santa Clara St
Vallejo, CA 94590
[email protected]
The Vendor’s Representative for this Agreement is:

Mark Doninelli, Vice President
Estes Commercial Refrigeration, Inc.
1400 Potrero Ave.

Richmond, CA 94804
510-232-5464
All routine administrative communications between the parties will be between the above named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Vendor’s Representative and City’s Representative.

2. Equipment to be Provided. The equipment provided shall be:

See Attachment 1 to Exhibit A attached hereto and incorporated by this reference.

3. Warranty. Mechanical warranty for this equipment will be 12 months after receipt of the equipment. Vendor agrees to repair or replace any component that, during the warranty period, fails because of defects in materials or defects caused by factory workmanship. Service manuals will be provided to City.

Equipment Purchase Agreement (Rev. 2017) Page 2 of 2
Exhibit A
ATTACHMENT 1 TO EXHIBIT A
The above walk-in freezer shall be installed pursuant to the requirements of the Vallejo Police Department with the vendor providing all equipment, material and supplies for a working unit when complete. The Chief of Police or his designee shall have the final authority on acceptance of the walk-in freezer and payment for the work.

Equipment Purchase Agreement (Rev. 2017) Page 1 of 2
Exhibit B

EXHIBIT B

COMPENSATION

1. Vendor’s Compensation. City agrees to pay Vendor, at the rate(s) specified in Attachment 1 of Exhibit A, for those products set forth in Exhibit A, for a total not-to- exceed amount of One Hundred Thirteen Thousand Eight Hundred Fifty Dollars ($113,850.00).

3. Payment. Payment is due thirty (30) days after the City has approved the invoice or after the City has accepted the goods, whichever occurs later.

Request for payment shall be sent to:

Jerome Bautista, Captain
City of Vallejo Police Department
555 Santa Clara St
Vallejo, CA 94590
[email protected]